EXHIBIT 10.3
XXXXXXX GROWTH & INCOME FUND, LLC
25,000,000 UNITS OF 10.25% OF MEMBERSHIP INTERESTS
SUBSCRIPTION AGREEMENT FOR UNITS (INCLUDING POWER OF ATTORNEY)
CHECKS SHOULD BE MADE PAYABLE TO "AMERICAN BANK OF COMMERCE -
XXXXXXX GROWTH & INCOME FUND ESCROW"
Important representations are made on this form. Please read carefully. Please
type or print clearly.
1. INVESTMENT
Multiply the dollar amount of the investment by the number of Units to be
purchased ($1,000 x No. of Units). You must make an initial purchase of a
minimum of 5 Units. Units may only be purchased as whole units.
Initial Investment x $1,000 =
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Number of Units Amount of Investment
Add-On to Existing Investment x $1,000 =
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Number of Units Amount of Investment
2. OWNERSHIP
PLEASE CHECK ONE
[ ] Individual [ ] Tenants in Common [ ] Taxable Trust
[ ] XXX [ ] Community Property [ ] Xxxxx
[ ] Joint Tenants [ ] Partnership [ ] Non-taxable Trust
[ ] Corporation [ ] Pension/Profit Sharing Plan [ ] LLC
UGMA/State of ____________________
Other, explain: _____________________
3. REGISTERED OWNER
(Name of Qualified Plan, Trust, Partnership or Corporation if applicable. Give
both names if jointly held. Include account number if custodial account.)
Required for Blue Sky Registration.
Investor 1 Mr. Mrs.
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Last Name(s) First Name(s) Middle Initial
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Tax ID Number or Social Security Number
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Mailing Address Street
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City State Zip Code
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Phone Number
Investor 2 Mr. Mrs.
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Last Name(s) First Name(s) Middle Initial
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Tax ID Number or Social Security Number
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Mailing Address Street
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City State Zip Code
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Phone Number
4. DISTRIBUTION PAYMENT METHOD
PLEASE CHECK ONE - A OR B
A. AUTHORIZATION FOR AUTOMATIC DEPOSITS (ACH)
I authorize Xxxxxxx Growth & Income Fund, LLC and American Bank of Commerce
("Escrow Agent") or its nominee, to initiate variable entries to my checking or
savings account. This authority will remain in effect until I notify Xxxxxxx
Growth & Income Fund, LLC and provide a reasonable opportunity to act on the
cancellation. PLEASE INCLUDE A COPY OF A VOIDED CHECK OR SAVINGS DEPOSIT SLIP.
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Financial Institution Name
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Xxxxxxx Xxxxxx
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Xxxx Xxxxx Zip Code
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Account Number
Account Type (Check One): [ ] Checking [ ] Savings [ ] Other
B. AUTHORIZATION FOR MAILING DISTRIBUTION
Please send my distribution checks to the following address (Insert "same" if
checks are to be sent to mailing address. INSERT NAME, ADDRESS, ACCOUNT NUMBER
AND PHONE NUMBER IF CHECKS ARE TO BE SENT TO A FINANCIAL INSTITUTION.)
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Name
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Xxxxxxx Xxxxxx
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Xxxx Xxxxx Zip Code
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5. INVESTOR REPRESENTATIONS
(Each of the following MUST BE INITIALED BY INVESTOR):
__ I have received a copy of the Prospectus dated ____________ and
supplements (if any) of Xxxxxxx Growth & Income Fund, LLC.
__ I hereby make, constitute and appoint the Chief Executive Officer or his
nominee, with full power of substitution, my true and lawful attorney
for the purposes and in the manner provided in the Operating Agreement,
which is incorporated herein by reference and hereby made a part hereof.
__ I received the Prospectus five business days before I signed this
Subscription Agreement.
Your broker is obligated to provide you with a copy of the Prospectus five
business days before you subscribe. We are prohibited from selling the Units to
you until five days after you receive the Prospectus. If you did not receive the
Prospectus five business days in advance, you have the right to withdraw your
subscription.
6. INVESTOR SIGNATURES AND CERTIFICATIONS
IMPORTANT--FORM W-9 CERTIFICATION INSTRUCTIONS: YOU MUST CROSS OUT ITEM (2)
BELOW IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX return.
However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2). Under penalties
of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), AND
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Services (IRS) that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject or
backup withholding.
IMPORTANT--CHECK ONE
__ I AM A UNITED STATES CITIZEN
__ I AM A FOREIGN INVESTOR
I/WE ARE AUTHORIZED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE
PERSON(S) OR (ENTITY LISTED IN 3 ABOVE) NEITHER A BROKER, DEALER, INVESTMENT
ADVISOR NOR ANY OF THEIR AGENTS MAY SIGN ON BEHALF OF AN INVESTOR.
INVESTOR 1
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Signature
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Print Name & Capacity
INVESTOR 2
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Signature
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Print Name & Capacity
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7. BROKER/DEALER INFORMATION
(Please type or print)
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Broker/Dealer Firm
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Rep Name Rep Number
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Address Street
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City State Zip Code
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Phone
(A) I have reasonable grounds to believe, based on information obtained from
the Subscriber concerning investment objectives, financial situations,
and needs and other information known to me, that investment in the
Units is suitable for such Subscriber in light of income, financial
position, net wroth and other suitability characteristics.
(B) I have discussed with the Subscriber the risks associated with and the
liquidity of an investment in the Units.
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Signature of Registered Representative
PLEASE MAKE CHECK PAYABLE TO "AMERICAN BANK OF COMMERCE -- XXXXXXX GROWTH &
INCOME FUND ESCROW"
FOR OFFICE USE ONLY
Xxxxxxx Growth & Income Fund, LLC,
hereby accepts this Subscription Agreement on
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By: Authorized Representative
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Its:
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Amount
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Admit Date
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Check Number
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Date of Wire
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SUBSCRIPTION AGREEMENT INSTRUCTIONS
INVESTOR INSTRUCTIONS
To purchase Units, complete and sign the Subscription Agreement and deliver it
to your broker, together with your check or have your broker debit your
brokerage account.
YOUR CHECK SHOULD BE MADE PAYABLE TO: "AMERICAN BANK OF COMMERCE - XXXXXXX
GROWTH & INCOME FUND ESCROW." In order to invest, all information requested on
the Subscription Agreement must be completed.
1. INVESTMENT. Xxxxxxx Growth & Income Fund, LLC is offering units of its 10.25%
Membership Interests. Insert the number of Units to be purchased, multiply the
dollar amount of the investment ($1,000 x No. of Units). You must make an
initial purchase of a minimum of 5 Units. If you purchase at least the 5 Unit
minimum, you may purchase one or more additional Units at any time during this
offering.
2. OWNERSHIP. Check the appropriate box indicating the manner in which title is
to be held. Please note that the box checked must be consistent with the number
of signatures appearing in Section 6. (See Instruction 7). In the case of
partnerships, corporations, custodianships or trusts, the box checked must be
consistent with the legal title (registration).
PARTICIPANTS IN IRAS AND XXXXX PLANS SHOULD NOTE THE PURCHASE OF UNITS DOES NOT
IN ITSELF CREATE THE PLAN; YOU MUST CREATE THE PLAN THROUGH A BONA FIDE
CUSTODIAN OR TRUSTEE WHO WILL ALSO SIGN THE SUBSCRIPTION AGREEMENT IN BLOCK 6.
3. REGISTERED OWNER. Please type or print the exact name (registration) that
should appear on the account. If the investor is an individual, a partnership or
a corporation, please include in this space the complete name and title in which
the investment is to be held. If the investor is a trust such as an XXX or Xxxxx
Plan, please include the name and address of the trustee and the trust name. In
the case of a trust or custodian investment including IRAs, Xxxxx Plans and
other trusts or custodianships, quarterly distributions and investment
correspondence will normally be sent to the trustee or custodian at the mailing
address. The plan participant will receive correspondence at home. ALL ACCOUNTS
MUST SUPPLY THE INVESTOR RESIDENTIAL ADDRESS AND ALL INVESTORS MUST MAKE THE
INVESTOR REPRESENTATIONS SET FORTH IN BLOCK 6 (FOR BLUE SKY REGISTRATION
PURPOSES).
4. INVESTOR REPRESENTATIONS. To comply with securities regulations, the investor
MUST make the representations in this Subscription Agreement. ALL THREE SPACES
MUST BE INITIALED BY THE INVESTOR.
5. INVESTOR CERTIFICATIONS. IRS regulations require our escrow bank to have the
W-9 CERTIFICATION completed for all Limited Members. This certifies that the
taxpayer is not subject to backup withholding. If certification is not
completed, the escrow agent must legally withhold, and pay to the IRS, 20% of
the taxpayer's escrow interest. Read the Subscription Agreement carefully for
additional W-9 Certification Instructions. If the investor is a Nonresident
Alien or Individual, Foreign Corporation, Foreign Partnership or Foreign Trust
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or Estate, please check the FOREIGN STATUS CERTIFICATION box. TO AUTHORIZE THE
INVESTMENT, sign in the space(s) provided. If title is to held as joint tenancy
or tenants in common, at least two signatures are required. In the case of
community property, only one investor signature is required (see reverse side
for detail on required signatures). ALL INVESTORS AND/OR PLAN PARTICIPANTS MUST
PROVIDE SOCIAL SECURITY NUMBERS. Trusts, corporations, partnerships, custodians
and estates MUST ADDITIONALLY FURNISH a tax identification number.
6. CONSENT TO ELECTRONIC DELIVERY OF REPORTS. Please complete this section if
you consent to electronic delivery of financial reports. You must have an e-mail
address to use this service. Enter your name and email address and enter your
signature(s) where indicated.
BROKER/DEALER: IT IS NECESSARY THAT ALL ITEMS BE FULLY COMPLETED. INCLUDE
REGISTERED REPRESENTATIVE'S NAME AND BRANCH OFFICE ADDRESS. THE REGISTERED
REPRESENTATIVE MUST SIGN AND DATE WHERE INDICATED IN ORDER FOR THE APPLICATION
TO BE ACCEPTED. COMPLETE THE REGISTERED REPRESENTATIVE'S TELEPHONE NUMBER. IN
SOME CASES, THE HOME OFFICE MUST ALSO SIGN THE APPROVAL.
XXXXXXX GROWTH & INCOME FUND, LLC
Subscription Agreement for Units
(Including Power of Attorney)
1. Checks should be made payable to "American Bank of Commerce - Xxxxxxx
Growth & Income Fund Escrow."
2. Please pay particular attention to the highlighted areas which require a
signature or initials by the investor.
3. Investors seeking automatic deposits of interest payments must attach a
voided check or savings deposit slip.
4. Completed and signed subscription agreements along with funds should be
forwarded to your dealer.
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