EXHIBIT 4.2
BY EXECUTING THIS SUBSCRIPTION AGREEMENT, AN INVESTOR IS NOT WAIVING ANY
RIGHT UNDER THE FEDERAL SECURITIES LAWS.
SUBSCRIPTION AGREEMENT INSTRUCTIONS
A. Completion of Subscription Agreement
1. Subscription and related undertakings, representations and
warranties: Please read carefully pages C-1 through C-15 and
Appendix A and B to this Subscription Agreement.
o Indicate appropriate type of ownership on page C-6.
o If you are an individual complete page C-7. If you are a trust or
corporation, etc. complete page C-9.
o If you are investing in an employee benefit plan complete page
C-10.
o Indicate the investment amount and check whether this is your
initial investment or an additional investment on page C-12.
o All parties must date and sign on page C-14.
2. Investment Account Application with Suitability Standards
o Fill out individual account holder, co-account holder, and legal
entities (non-benefit plans) as appropriate on pages C-6 through
C-11.
o Complete financial status and suitability on page C-8.
3. Distribution Information.
o Check whether or not you will participate in the Distribution
Reinvestment Plan of Global Express Fund on page C-5.
o Fill out all information on page C-12.
4. Signature Page. Sign and date on page C-14.
C-1
B. Payment. All Subscriptions must be a minimum of $2000 ($5000 for Nevada
Residents).
If you are purchasing during the If you are purchasing following
Course of the Minimum Offering the period of the Minimum Offering
-------------------------------- ----------------------------------
Payment by Bank Check
or Certified Check:............... Make payable to the order of Make payable to the order of
"Southwest Escrow Company" "Global Express Fund I"
Payment by Wire Transfer:......... U.S. Bank of Nevada Bank of America, N.A.
ABA No. 000000000 ABA No. 000000000
Southwest Escrow Company Global Express Fund I
Account No. 0000-0000-0000 Account No. 004961930215
Re: Escrow No. 01-09-0003DEP
Attn: Xxxx X. Xxxx
C. Questions. If you have any questions when completing this Subscription
Agreement, please call Global Express Securities, Inc. at 0-000-000-0000.
D. Return of Documents. The Subscription Agreement should be returned to the
following address:
Global Express Securities, Inc.
0000 Xxxxx Xxxxxxx Xxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
C-2
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
GLOBAL EXPRESS CAPITAL REAL ESTATE INVESTMENT FUND I, LLC
A NEVADA LIMITED LIABILITY COMPANY
The undersigned hereby applies to become a member in GLOBAL EXPRESS
CAPITAL REAL ESTATE INVESTMENT FUND I, LLC, a Nevada limited liability company
(the "Global Express Fund"), and subscribes to purchase a unit (the "Unit") in
the dollar amount specified herein representing an interest in the Fund as set
forth in the Global Express Fund amended and restated operating agreement (the
"Operating Agreement") attached as Exhibit B to the prospectus dated October 4,
2001, as amended on January 17, 2002, April 30, 2002 and June 20, 2002 (the
"Prospectus").
1. Representations and Warranties. The undersigned represents and warrants
to the Global Express Fund and its manager, Conrex International Financial,
Inc., doing business as Global Express Capital Mortgage (the "Manager"), as
follows:
(a) I have received, read and understand the Prospectus, and in
making this investment I am relying only on the information provided therein. I
have not relied on any statements or representations inconsistent with those
contained in the Prospectus.
(b) I, or the fiduciary account for which I am purchasing, meet the
applicable suitability standards and financial requirements set forth in the
Prospectus under "INVESTOR SUITABILITY STANDARDS" as they pertain to the state
of my primary residence and domicile.
(c) I am aware that this subscription may be rejected in whole or in
part by the Manager in its sole and absolute discretion; that my investment, if
accepted, is subject to certain risks described in part under "RISKS FACTORS"
set forth in the Prospectus; and that there will be no public market for the
Units, and accordingly, it may not be possible for me to readily liquidate my
investment in the Fund.
(d) I have been informed by the participating broker-dealer firm
specified herein, if any, of all pertinent facts relating to the lack of
liquidity or marketability of this investment. I understand that the Units may
not be sold or otherwise disposed of without the prior written consent of the
Manager, which consent may be granted or withheld in its sole discretion, that
any transfer is subject to numerous other restrictions described in the
Prospectus and in the Operating Agreement. I have liquid assets sufficient to
assure myself that such purchase will cause me no undue financial difficulties
and that I can provide for my current needs and possible personal contingencies,
or if I am the trustee of a retirement trust, that the limited liquidity of the
Units will not cause difficulty in meeting the trust's obligations to make
distributions to plan participants in a timely manner.
(e) I am of the age of majority (as established in the state in
which I am domiciled) if I am an individual, and in any event, I have full
power, capacity, and authority to enter into a contractual relationship with the
Global Express Fund. If acting in a representative or fiduciary capacity for a
corporation, Global Express Fund or trust, or as a custodian or agent for any
person or entity, I have full power or authority to enter into this subscription
agreement in such capacity and on behalf of such corporation, Global Express
Fund, trust, person or entity.
(f) I am buying the Units solely for my own account, or for the
account 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
understand that the sale, transfer and assignment of the Units are subject to
restrictions and may not be sold, transferred or assigned except in accordance
with the terms of the Operating
C-3
Agreement of Global Express Fund, and I am aware that the certificate evidencing
the Units will bear the following restrictive legend:
THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED TO ANY
PERSON EXCEPT IN ACCORDANCE WITH THE TERMS OF THE COMPANY'S
OPERATING AGREEMENT, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH
IS ON FILE AT THE COMPANY'S OFFICES.
(g) I acknowledge and agree that counsel representing the Global
Express Fund, the Manager and their affiliates does not represent me and shall
not be deemed under the applicable codes of professional responsibility to have
represented or to be representing me or any of the members in any respect.
(h) If I am buying the Units in a fiduciary capacity or as a
custodian for the account of another person or entity, I have been directed by
that person or entity to purchase the unit(s), and such person or entity is
aware of my purchase of Units on their behalf, and consents thereto and is aware
of the merits and risks involved in the investment in the Global Express Fund.
By making these representations, the subscriber has not waived any right
of action available under applicable federal or state securities laws.
2. Power of Attorney. Upon acceptance of this subscription, the
undersigned hereby irrevocably constitutes and appoints the Manager as its true
and lawful attorney-in-fact, with full power of substitution, in its name, place
and stead to make, execute, sign, acknowledge, verify, deliver, record and file,
on its behalf the following; (i) the Global Express Fund Operating Agreement
attached as Exhibit B to the Prospectus, (ii) any amendment to the Operating
Agreement which complies with the provisions thereof and (iii) any amendment to
the Global Express Fund's certificate of formation and any other governmental
filings and any amendment thereto required because the Operating Agreement is
amended, including, without limitation, an amendment to effectuate any change in
the membership of the Global Express Fund or in the capital contributions of its
members. This power-of-attorney is a special power-of-attorney and is coupled
with an interest in favor of the Manager and as such (i) shall be irrevocable
and continue in full force and effect notwithstanding the subsequent death or
incapacity of any party granting this power-of-attorney, regardless of whether
the Global Express Fund or the Manager shall have had notice thereof, (ii) may
be exercised for a member by a facsimile signature of the Manager or, after
listing more than one member, including the undersigned, by a single signature
of the Manager acting as attorney-in-fact for all of them; and, (iii) shall
survive the delivery of an assignment by a member of the whole or any portion of
its Units or interest in the Global Express Fund, except that where the assignee
thereof has been approved by the Manager for admission to the Fund and a
substituted member, this power-of-attorney given by the assignor shall survive
the delivery of such assignment for the sole purpose of enabling the Manager to
execute, acknowledge, and file any instrument necessary to effect such
substitution.
3. Acceptance. This subscription agreement will be accepted or rejected by
a Manager within five (5) days of its receipt by the Global Express Fund. Upon
acceptance, this subscription will become irrevocable, and will obligate the
undersigned to purchase a Unit in the dollar amount specified herein. The
Manager will return a countersigned copy of this subscription agreement to
accepted subscribers, which copy (together with the cancelled check) of the
agreement will be evidence of the purchase of the Units.
4. Payment of Subscription Price. The full purchase price for the Units,
equal to the dollar amount thereof, payable in cash concurrently with delivery
of this subscription agreement. I understand that
C-4
my subscription funds will be held by the Manager, until my funds are needed to
fund a mortgage investment or for other proper Global Express Fund purposes. In
the interim, my subscription funds will earn interest at rates equal to the
rates received by the Company or short-term cash deposits or securities.
At the discretion of the Manager of Global Express Fund, you may
contribute entire or fractional interests in pre-exiting mortgage loans in
exchange for Units, provided that any such loan satisfies the mortgage lending
guidelines of Global Express Fund. The number of Units you shall receive in
exchange for such a contribution shall be equal to the then outstanding
principal balance of such loan, together with any accrued but unpaid interest,
or a proportionate share of such loan balance with respect to the contribution
of a fractional loan interest.
5. The Undersigned agrees to indemnify and Hold Global Express Capital
Real Estate Investment Fund I, LLC, a Nevada Limited Liability
Company, and its Manager and other agents and employees harmless
from and against any and all claims, demands, liabilities, and
damages, including, without limitation, all attorneys' fees which
shall be paid as incurred) which any of them may incur, in any
manner or to any person, by reason of the falsity, incompleteness or
misrepresentation of any information furnished by the undersigned
herein or in any document submitted herewith.
6. Reinvestment of Distributions. Global Express Fund maintains a
Distribution Reinvestment Plan (the "Plan") under which distributions of income
of Global Express Fund may be reinvested for the purchase of additional Units
rather than being received in cash. See Prospectus, under "Summary of Operating
Agreement--Distribution Reinvestment Plan." So long as the undersigned investor
meets the suitability standards established by Global Express Fund and by the
securities law administrator of the state in which the undersigned investor is
domiciled, and subject to possible suspension or termination of the Plan by the
Manager of Global Express Fund, as set forth in the Operating Agreement, the
undersigned investor will continue to participate in the Plan. The undersigned
investor may change his election at any time by written notice to Global Express
Fund. Please choose one or the other of the two options by a check mark in the
appropriate blank. If you check neither blank, you will be considered to have
elected to receive your distributions in cash (Option B).
PLEASE PLACE YOUR INITIALS NEXT TO THE APPROPRIATE ITEM:
____ ____ A. The undersigned investor elects to participate in the
Plan and receive additional Units rather than cash as distributions
of net income from Global Express Fund.
____ ____ B. The undersigned investor elects not to participate in
the Plan and to receive distributions of net income in cash from
Global Express Fund.
7. Signature. The undersigned represents that: (a) I have read the
foregoing and that all the information provided by me is accurate and complete;
and (b) I will notify the general partners immediately of any material adverse
change in any of the information set forth herein which occurs prior to the
acceptance of my subscription.
C-5
GLOBAL EXPRESS CAPITAL REAL ESTATE INVESTMENT FUND I, LLC
SUBSCRIPTION AGREEMENT
PLEASE READ THIS AGREEMENT BEFORE SIGNING
--------------------------------------------------------------------------------
Type Of Ownership: (check one)
1. |_| SINGLE PERSON (I) *12. |_| INDIVIDUAL RETIREMENT
(Investor and Trust Custodian must sign) ACCOUNT (IRA)
2. |_| MARRIED PERSON--SEPARATE *13. |_| IRA/SEP (SEP)
PROPERTY (I-2) (Investor and Trust Custodian must sign)
*3. |_| COMMUNITY PROPERTY WITH *14. |_| ROLLOVER IRA (ROI)
RIGHTS OF SURVIVORSHIP (COM) (Investor and Trust Custodian must sign)
*4. |_| TENANTS IN COMMON (T) 15. |_| XXXXX (H.R.10) (K)
(All parties must sign) (Custodian signature required)
*5. |_| JOINT TENANTS WITH RIGHTS OF 16. |_| PARTNERSHIP (P)
SURVIVORSHIP (J) (Authorized Party must sign)
(All parties must sign)
6. |_| CORPORATION (C): 17. |_| NON-PROFIT ORGANIZATION (NP)
(Authorized party must sign) (Authorized Party must sign)
7. |_| TRUST (TR) 18. |_| CUSTODIAN (CU)
(Trustee signature required) (Custodian signature required)
|_| Taxable
|_| Tax Exempt
8. |_| PENSION PLAN (PP) 19. |_| CUSTODIAN/UGMA (UGM)
(Trustee signature required) (Custodian signature required)
9. |_| PROFIT SHARING PLAN (PSP) 20. |_| OTHER (Explain)
(Trustee signature required)
__________________________________________________
*10. |_| XXXX XXX (RRA)
(Investor and Trust Custodian must sign) __________________________________________________
*11. |_| Rollover XXXX XXX (RRI) __________________________________________________
(Investor and Trust Custodian must sign)
----------
* Two or more signatures required. Complete Sections 1 through 6 where
applicable.
C-6
1. INDIVIDUAL Type or print your name(s) exactly as it should appear in the
INVESTOR account records of the Fund. Complete this section for
individual investors and all trusts other than an IRA/Xxxxx or
other qualified plans, If an IRA/Xxxxx or qualified plan,
Section 2 must also be completed. All checks and
correspondence will go to this address unless another address
is listed in Sections 2 or 5 below.
______________________________________________________________
Individual Name
______________________________________________________________
Additional Name(s) if held in joint tenancy, community
property, tenants-in-common
______________________________________________________________
Street Address
______________________________________________________________
City State Zip Code
______________________________________________________________
Daytime Phone Number Evening Phone Number
______________________________________________________________
Taxpayer ID# Social Security #
A social security number or taxpayer identification number is
required for each individual investor. (For IRAs, Keoghs,
(H.R.10) and qualified plans, the taxpayer identification
number is your plan or account tax or employer identification
number. For most individual taxpayers, it is your social
security number. NOTE: If the Units are to be held in more
than one name, only one number will be used and will be that
of the first person listed.)
______________________________________________________________
Date of Birth
Citizenship U.S.___________ Other _____________
_____________________________ ______________________________
Occupation Employer Name
______________________________
Employer Address
______________________________
City State Zip
Investment Objective:
Preservation of capital and monthly income distributions
|_| (check)
Other (please explain) _________________________________
C-7
Investor's Net Worth, exclusive of home, furnishings, and
automobile (check appropriate range)
|_| under $45,000 |_| $45,000-$49,999 |_| $50,000-$59,000
|_| $60,000-$64,999 |_| $65,000-$124,999 |_| $125,000-$149,000
|_| $150,000-$199,999 |_| $200,000-$224,999 |_| $225,000-$249,999
|_| $250,000- or greater
Please provide any other information that would help the
Manager determine whether the Investor has sufficient
knowledge and experience in financial and business matters to
evaluate the merits and risks of this security.
______________________________________________________________
Investor's Annual Income (check appropriate range)
|_| under $45,000 |_| $45,000-$49,999 |_| $50,000-$59,000
|_| $60,000-$64,999 |_| $65,000-$124,999 |_| $125,000-$149,000
|_| $150,000-$199,999 |_| $200,000-$224,999 |_| $225,000-$249,999
|_| $250,000- or greater
Total Assets of the Investor(s): $ ___________________________
Discuss your investments in the last five years and discuss
who made the relevant investment decisions (you, your
financial advisor, broker, accountant or attorney).
______________________________________________________________
______________________________________________________________
______________________________________________________________
Please provide any other information that would help
the Manager determine whether the Investor has
sufficient knowledge and experience in financial and
business matters to evaluate the merits and risks of
this security.
______________________________________________________________
Are you subject to any regulatory or other constraints that
may preclude or limit your participation in any potential
company investment?
|_| YES |_| NO
If yes, please explain: ______________________________________
Are you an associated person of another member of the NASD?
|_| YES |_| NO
C-8
2. LEGAL Name of Investor: ____________________________________________
ENTITIES
(NON-BENEFIT Type of Legal Entity: ________________________________________
PLANS)
Trust ______________________________________________________________
Company, Please print here the exact name of Custodian or Administrator
Corporation,
Partnership ______________________________________________________________
or Limited Address
Liability
Company ______________________________________________________________
City State Zip
______________________________________________________________
Taxpayer ID# Tax Year End
SIGNATURE:
(X) __________________________________________________________
Trust Company, Custodian or Administrator
______________________________________________________________
Please provide the names of any persons authorized to transact
business on behalf of the legal entity.
Investment Objective:
Preservation of capital and monthly income distributions
|_| (check)
Other (please explain) _________________________________
Describe the Investor's investments in the last five years and
discuss who made the relevant investment decisions (director,
officer, financial advisor, broker, accountant or attorney):
______________________________________________________________
______________________________________________________________
Please provide any other information that would help the
Manager determine whether the Investor has sufficient
knowledge and experience in financial and business matters to
evaluate the merits and risks of this security.
______________________________________________________________
Is the Investor subject to any regulatory or other constraints
that may preclude or limit the Investor's participation in any
potential company investment?
|_| YES |_| NO
If yes, please explain: ______________________________________
Is Investor an associated person of another member of the
NASD? |_| YES |_| NO
C-9
3. EMPLOYEE
BENEFIT PLAN
Name of the Plan: ____________________________________________
Name of Administrator of the Plan ("Administrator"): _________
Investment Objective:
Preservation of capital and monthly income distributions
|_| (check)
Other (please explain) _________________________________
Total assets (as indicated on most recent balance sheet) of
the Investor:
$ ____________________________________________________________
Does this investment exceed 10% of the Plan's assets?
|_| YES |_| NO
Is the Plan an "employee benefit plan" within the meaning of
Title I of ERISA (an "ERISA Plan") with a fiduciary as defined
in Section 3(21) of ERISA which is a bank, insurance company
or registered investment advisor (other than an affiliate of
the Manager), which fiduciary will decide whether to purchase
Units? |_| YES |_| NO
If yes, please explain: ______________________________________
Is the Plan an employee benefit plan other than an ERISA plan?
|_| YES |_| NO
If yes, provide details as to the nature (IRA, Xxxxx, etc.)
and the person making investment decisions on behalf of the
Plan _________________________________________________________
______________________________________________________________
Does the Plan permit participants to direct the investment of
the contributions made to the Plan on their behalf?
|_| YES |_| NO
C-10
IF THE ANSWER TO ANY OF THESE IS "YES," INDICATE WHETHER ALL OF THE
REPRESENTATIONS AND WARRANTIES BELOW ARE TRUE BY INITIALING BELOW.
The Administrator of the Plan has studied the Prospectus and has made an
independent decision to purchase Units solely on the basis thereof and without
reliance on any other information or statements as to the appropriateness of
this investment for the Plan.
All the obligations and requirements of ERISA, including prudence and
diversification, with respect to the investment of "plan assets" in a certain
company (the "Plan Company") have been considered by the Administrator of the
Plan.
The Administrator and, if different, authorized signatory of the Plan
understand that neither the Manager nor any of its affiliates: (a) has exercised
any investment discretion or control with respect to the Plan's purchase of the
security, (b) have authority, responsibility to give, or have given
individualized investment advice with respect to the Plan's purchase of any
securities, or (c) are employers maintaining or contributing to such Plan.
An investment in the Plan Company conforms in all respects to the
governing documents of the Plan.
The person executing this Subscription Agreement on behalf of the Plan is
a "fiduciary" of such Plan and trust and/or custodial account (within the
meaning of Section 3(21)(A) of ERISA); the execution and delivery of this
Subscription Agreement with respect to the Plan and trust and/or custodial
account have been duly authorized; and investment in the Plan Company conforms
in all respect to laws applicable to the Plan and the Plan documents; and in
making this investment, the Plan, its fiduciaries and its Administrator are
aware of, and have taken into consideration, among other things, risk return
factors and the anticipated effect of an investment in the Plan Company on the
diversification, liquidity and cash flow needs of the Plan and the projected
effect of the investment in meeting the Plan's funding objectives and have
concluded that this investment is a prudent one.
The Plan's governing documents do not prohibit the Plan Company from
investing in specific securities or issues, including, but not limited to,
securities which would be deemed to be "employer securities" with respect to the
Plan as defined in Section 407 of ERISA.
The Plan's proxy voting guidelines do not apply to securities held by the
Plan Company.
The Plan, its Administrator and, if different, the person executing this
Subscription Agreement fully understand the tax considerations and risks of this
investment.
ARE THE FOREGOING REPRESENTATIONS AND WARRANTIES TRUE?
|_| YES |_| NO
Please provide any other information that would help the Manager determine
whether the Investor has sufficient knowledge and experience in financial and
business matters to evaluate the merits and risks of an investment in Units.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
C-11
4. INVESTMENT
Amount of payment enclosed $______________________________________________
Minimum subscription is $2,000 ($5,000 in the State of Nevada). Additional
investments in cash must be made be in increments of $1,000 only, however, Units
purchased other than with cash may be made in varied amounts.
Initial Investment_________________ Additional Investment______________________
If you are purchasing during the If you are purchasing following
Course of the minimum Offering the period of the minimum offering
-------------------------------- ----------------------------------
Payment by Bank Check
or Certified Check:............... Make payable to the order of Make payable to the order of
"Southwest Escrow Company" "Global Express Fund I"
Payment by Wire Transfer:......... U.S. Bank of Nevada Bank of America, N.A.
ABA No. 000000000 ABA No. 000000000
Southwest Escrow Company Global Express Fund I
Account No. 0000-0000-0000 Account No. 004961930215
Re: Escrow No. 01-09-0003DEP
Attn: Xxxx X. Xxxx
5. ALTERNATIVE ADDRESS FOR CASH DISTRIBUTIONS (If the same as in 1 or 2,
please Disregard)
________________________________________________________________________________
Name
________________________________________________________________________________
Address
________________________________________________________________________________
City State Zip
________________________________________________________________________________
Account Number
If cash distributions are to be sent to a money market or other account at an
address other than that listed, please enter that account number and address
here. All other communications will be mailed to the investor's registered
address of record under Sections 1 or 2, or to the alternate address listed in
Section 5 above. In no event will the Fund or its affiliates be responsible for
any adverse consequences of direct deposits.
If the proceeds of distributions are to be wired rather than sent by
check, the account to which such proceeds should be wired is:
C-12
________________________________________________________________________________
Name of Financial Institution
________________________________________________________________________________
Routing ABA Number
________________________________________________________________________________
Address of Financial Institution
________________________________________________________________________________
Financial Institution Account Name and Number
C-13
6. SIGNATURE PAGE
INDIVIDUAL(S):
Investor's primary residence is in _____________________________________________
_______________________________________________ Date:______________________
Signature of Subscriber
_______________________________________________
Print Name of Subscriber
_______________________________________________ Date:______________________
Signature of Co-Subscriber
_______________________________________________
Print Name of Co-Subscriber
ENTITIES (OTHER THAN PLANS)
_______________________________________________
Print Name of Subscriber
By:____________________________________________ Date:______________________
Signature of Authorized Signatory
_______________________________________________
Print Name and Title of Signatory
By:____________________________________________ Date:______________________
Signature of Required Authorized
Co-Signatory
_______________________________________________
Print Name and Title of Co-Signatory
BENEFIT PLAN ENTITIES
_______________________________________________ Date:______________________
Signature of Individual Plan Participant
_______________________________________________
Print Name of Individual Plan Participant
_______________________________________________ Date:______________________
Signature of Custodian or Trustee
_______________________________________________
Print Name of Custodian or Trustee
_______________________________________________ Date:______________________
Signature of Other Authorized Signatory
_______________________________________________
Print Name of other Authorized Signatory
C-14
7. ACCEPTANCE
The Subscription Agreement will not be an effective agreement until it or
a facsimile is signed by a Manager of Global Express Capital Real Estate
Investment Fund I, LLC a Nevada limited liability company.
(Office Use Only)
Account #: _____________________________________________________________________
Investor Check Date: ___________________________________________________________
Check Amount: __________________________________________________________________
Check #: _______________________________________________________________________
Entered by: ____________________________________________________________________
Checked by: ____________________________________________________________________
Date Entered: __________________________________________________________________
Subscription has been: |_| Accepted |_| Accepted in Part |_| Rejected |_| Other
Subscription Amount: $________________________ Dated:___________________
By: __________________________________________
Xxxxxx X. Xxxxxx, President
Global Express Capital Mortgage, Manager
By: __________________________________________ Date:_________________________
Registered NASD Representative
By: __________________________________________ Date:_________________________
Principal
By: __________________________________________ Date:_________________________
Principal
C-15
APPENDIX A
State Investor Suitability Standards
You must meet one of the investor suitability standards contained in the
second and third columns in the table below and the suitability standard
contained in the fourth column, if applicable, to purchase units. Fiduciaries
must also meet one of these conditions. If the investment is a gift to a minor,
the custodian or the donor must meet these conditions. For purposes of the net
worth calculations below, net worth is the amount by which your assets exceed
your liabilities, but excluding your house, home furnishings or automobile(s)
among your assets. Our including a state in the chart below is for informational
purposes only and is not intended to imply that the offering of units has been
qualified in the particular state at this time. We will not sell units in a
state in which we have not qualified the offering.
----------------------------------------------------------------------------------------------
State(s) 1. Minimum Net Minimum Net Worth 2. Additional
Worth AND Standards
Minimum Gross
Income; OR
----------------------------------------------------------------------------------------------
Alabama, Arkansas, $45,000/$45,000 $ 150,000 N/A
Colorado, Connecticut,
Delaware, Florida,
Georgia, Hawaii,
Idaho, Illinois, Indiana,
Kentucky, Michigan,
Minnesota, Montana,
New Mexico, New
York, Oklahoma,
Oregon, Texas, Utah,
Vermont, Virginia,
Washington, West
Virginia, Wisconsin
----------------------------------------------------------------------------------------------
Arizona, Alaska, $60,000/$60,000 $225,000 Minimum investment
California, Iowa, in Iowa for IRAs is
Massachusetts, $3,000. Minimum
Mississippi, Missouri, investment in North
New Jersey, North Carolina is $5,000.
Carolina, Tennessee
----------------------------------------------------------------------------------------------
Maine $50,000/$50,000 $200,000 N/A
----------------------------------------------------------------------------------------------
New Hampshire $125,000/$50,000 $250,000 N/A
----------------------------------------------------------------------------------------------
South Carolina $65,000/$65,000 $150,000 N/A
----------------------------------------------------------------------------------------------
Nevada $45,000/$45,000 $150,000 Minimum investment is
$5,000 ($2,000 for
IRAs)
----------------------------------------------------------------------------------------------
1
----------------------------------------------------------------------------------------------
State(s) 1. Minimum Net Minimum Net Worth 2. Additional
Worth AND Standards
Minimum Gross
Income; OR
----------------------------------------------------------------------------------------------
Kansas, Nebraska, $45,000/$45,000 $150,000 Investment is less than
Ohio, Pennsylvania 10% of Net Worth. We will
make no sales in these
states until we receive
proceeds of at least
$5,000,000.
----------------------------------------------------------------------------------------------
District of Columbia, These jurisdictions do not have quantified suitability
Louisiana, North requirements. We, believe that it is reasonable for us to rely
Dakota, Rhode Island upon the suitability standards set forth above when selling
units to residents of these jurisdictions.
----------------------------------------------------------------------------------------------
Maryland, South No minimum requirements. Disclosure state only. We will follow
Dakota, Wyoming the guidelines for the preponderance of the states above in
selling units in these states.
----------------------------------------------------------------------------------------------
2
APPENDIX B
RESTRICTIONS ON TRANSFER SET FORTH
IN RULE 260.141.11 OF
THE CALIFORNIA CODE OF REGULATIONS TITLE 10, CHAPTER 3 (the "Code")
(a) The issuer of any security upon which a restriction on transfer has been
imposed pursuant to Section 260.141.10 or 260.534 shall cause a copy of
this section to be delivered to each issuee or transferee of such
security.
(b) It is unlawful for the holder of any such security to consummate a sale or
transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed
pursuant to Section 260.141.12 of these rules), except:
(1) to the issuer;
(2) pursuant to the order or process of any court;
(3) to any person described in Subdivision (i) of Section 25102 of the
Code or Section 260.105.14 of these rules;
(4) to the transferor's ancestors, descendants or spouse or any custodian
or trustee for the account of the transferor or the transferor's
ancestors, descendants or spouse; or to a transferee by a trustee or
custodian for the account of the transferee or the transferee's ancestors,
descendants or spouse;
(5) to the holders of securities of the same class of the same issuer;
(6) by way of gift or donation inter vivos or on death;
(7) by or through a broker-dealer licensed under the Code (either acting
as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such
securities is not in violation of any securities law of the foreign state,
territory or country concerned;
(8) to a broker-dealer licensed under the Code in a principal transaction,
or as an underwriter or member of an underwriting syndicate or group;
(9) if the interest sold or transferred is a pledge or other lien given by
the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule is not
required;
(10) by way of a sale qualified under Sections 25111, 25112, 25113, or
25121 of the Code, of the securities to be transferred, provided that no
order under Section 25140 or Subdivision (a) of Section 25143 is in effect
with respect to such qualification;
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(11) by a corporation to a wholly owned subsidiary of such corporation, or
by a wholly owned subsidiary of a corporation to such corporation;
(12) by way of an exchange qualified under Section 25111, 25112, or 25113
of the Code, provided that no order under Section 25140 or Subdivision (a)
of Section 25148 is in effect with respect to such qualification;
(13) between residents of foreign states, territories or countries who are
neither domiciled nor actually present in this state;
(14) to the State Controller pursuant to the Unclaimed Property Law or to
the administrator of the unclaimed property law of another state;
(15) by the State Controller pursuant to the Unclaimed Property Law or to
the administrator of the unclaimed property law of another state, if, in
either such case, such person (i) discloses to potential purchasers at the
sale that transfer of the securities is restricted under this rule, (ii)
delivers to each purchaser a copy of this rule, and (iii) advises the
Commissioner of the name of each purchaser;
(16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities; or
(17) by way of an offer and sale of outstanding securities in an issuer
transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by
subdivision (f) of Section 25102; provided that any such transfer is on
the condition that any certificate evidencing the security issued to such
transferee shall contain the legend required by this section.
(c) The certificate representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any
transfer thereof, shall bear on their face a legend, prominently stamped
or printed thereon in capital letters of not less than 10-point size,
reading as follows:
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONERS RULES.
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