Exhibit 4.1
UNITED WISCONSIN GRAIN PRODUCERS, LLC
SUBSCRIPTION AGREEMENT
Membership Units
$1,000 PER XXXX
00 XXXX XXXXXXX XXXXXXXX ($10,000)
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 XX XXX 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, 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
1,280 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
-------------------- ---------------------- -------------------------
($1,000 per Unit multiplied by the Installment Installment
number in box B above.) ----------- -----------
(10% of the Total Purchase Price) (90% of the Total Purchase
Price)
------------------------------------- ---------------------------------- ------------------------------
= +
------------------------------------- ---------------------------------- ------------------------------
D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:
You should read the Prospectus dated [Date of Effectiveness] (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.
1
4. Execute the
Promissory Note and Security Agreement 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 and your agreement to grant UWGP a security interest in your
membership units.
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:
US Bank Corporate Trust Services
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 US Bank Corporate Trust
Services, 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.
Xxxxxxxx (000) 000-0000 Xxxxx Xxxxx (000) 000-0000
Xxxxxx Xxxxxx (000) 000-0000 Xxxx Xxxxx (000) 000-0000 (000) 000-0000
Xxx Xxxxx (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
? Pension or Profit Sharing Plan
? Trust
Trustee's Name: __________________________________
2
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 Subscribers 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
? 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.
3
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 ;
b. has relied solely upon the Prospectus in evaluating the
purchase of the Units;
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 EITHER AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
UNDER APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
UNDER APPLICABLE STATE SECURITIES LAWS.
4
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).
q. understands that execution of the attached
Promissory
Note and Security Agreement will allow UWGP or its
assigns to pursue the obligor for payment of the amount
due thereon by any legal means, including, but not
limited to, acquisition of a judgment against the
obligor in the event that the subscriber defaults on
that Promissory Note; and
r. Acknowledges that UWGP may retain possession of
certificates representing subscriber's Units to perfect
its security interest in those Units.
SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER:
DATE:
-----------------------------------------
INDIVIDUALS: ENTITIES:
-------------------------------------------------------- -------------------------------------------
Name of Individual Subscriber (Please Print) Name of Entity (Please Print)
-------------------------------------------------------- -------------------------------------------
Signature of Individual Print Name and Title of Officer
-------------------------------------------------------- -------------------------------------------
Name of Joint Individual Subscriber (Please Print) Signature of Officer
--------------------------------------------------------
Signature of Joint Individual Subscriber
5
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:
---------------------------------------
Its:
--------------------------------------
6
PROMISSORY NOTE AND SECURITY AGREEMENT
$1,000 PER XXXX
00 XXXX XXXXXXX XXXXXXXX ($10,000)
Date of Subscription Agreement: ___________________________________, 200__.
Number of Units subscribed
---------------------
Total Purchase Price ($1,000 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 XX XXX 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx, 00000, or at such other place as required by UWGP, the
Principal Balance set forth above 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 and Security Agreement 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 and Security
Agreement, including, without limitation, reasonable attorneys' fees. This
Promissory Note and Security Agreement 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 and Security Agreement 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 and
Security Agreement.
The undersigned grants to UWGP, and its successors and assigns ("Secured
Party"), a purchase money security interest in all of the undersigned's
Membership Units of UWGP now owned or hereafter acquired. This security interest
is granted as non-exclusive collateral to secure payment and performance on the
obligation owed Secured Party from the undersigned evidenced by this Promissory
Note. The undersigned further authorizes Secured Party to retain possession of
certificates representing such Membership Units and to take any other actions
necessary to perfect the security interest granted herein.
Dated: , 200 .
OBLIGOR/DEBTOR: JOINT OBLIGOR/DEBTOR:
--------------------------------------------- -------------------------------------------
Printed or Typed Name of Joint Obligor Printed or Typed Name of Obligor
By: By:
------------------------------------------ -----------------------------------------
[Signature) [Signature)
---------------------------------------------
Officer Title if Obligor is an Entity
---------------------------------------------
---------------------------------------------
Address of Obligor
7
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 Print or Type) Name of Entity (Please Print or Type)
--------------------------------------------------------------- ---------------------------------------------------
Signature of Individual Print Name and Title of Officer
--------------------------------------------------------------- ---------------------------------------------------
Name of Joint Individual Subscriber (Please Print or Type) Signature of Officer
---------------------------------------------------------------
Signature of Joint Individual Subscriber
Agreed and accepted on behalf of the
Company and its Members:
UNITED WISCONSIN GRAIN PRODUCERS, LLC
By:
------------------------------------------------------------
Its:
-----------------------------------------------------------
