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 Installment + 3. Ninety Percent (90%) 2nd Installment
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($1,000 per Unit multiplied by (10% of the Total Purchase (90% of the Total Purchase
the number in box B above.) Price) 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.
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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
Berwyn
Xxx Xxxxx (000) 000-0000 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: _____________________________________
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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
/ / 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.
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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 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
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 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.
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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. may not transfer or assign this subscription agreement, or any of
the subscriber's interest herein;
n. has written his, her, or its correct taxpayer identification
number under Item 2 on this subscription agreement; and
o. 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).
p. 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
q. 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:
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INDIVIDUALS: ENTITIES:
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Name of Individual Subscriber (Please Print) Name of Entity (Please Print)
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Signature of Individual Print Name and Title of Officer
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Name of Joint Individual Subscriber Signature of Officer
(Please Print)
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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 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:
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Printed or Typed Name of Joint Obligor Printed or Typed Name of Obligor
By: By:
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(Signature) (Signature)
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Officer Title if Obligor is an Entity
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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 Name of Entity
(Please Print or Type) (Please Print or Type)
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Signature of Individual Print Name and Title of Officer
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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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