Logo Here Subscription Agreement
Exhibit 4.3
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1. Investment
Amount of Subscription: State of Sale:
Investment Amount
Minimum Initial Investment is $2,000 ($2,500—New York & Tennessee)
Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted.
Xxxxxx Validus Mission Critical REIT, Inc. (CVMC REIT, Inc.)
“Program”
(“Program”)
Payment will be made with:
Enclosed Checks
Funds Wired
Funds to Follow
2. Account Type—Check One Box Only
Non-Qualified Registration Types Qualified Registration Types
Individual (If XXX, attach application) UGMA: State of Traditional (Individual) XXX SEP XXX
Joint Tenant* (If XXX, attach application) UTMA: State of Simple XXX XXXX XXX
Tenants in Common* Corporation** Beneficial XXX
Community Property* as Beneficiary for:
Trust** Partnership** Profit Sharing Plan** Pension Plan**
Non-Profit Organization** Other (Specify) XXXXX Plan**
(make checks payable to the custodian and send ALL paperwork
directly to the custodian)
S-Corp C-Corp
(Will default to S-Corp if nothing is marked)
*All parties must sign. **Please attach pages of trust/plan document (or corporate resolution) which lists the names of trust/plan, trustees, signatures and date. The Certification of Investment Powers for Trust Accounts form may be completed in lieu of
providing trust documents.
3. Investor Information—SSN or TIN Required
Investor #1 Name: SSN/Tax ID: DOB:
Investor #2 Name: SSN/Tax ID: DOB:
Street Address:
City: State: Zip Code:
Optional
Mailing Address:
City: State: Zip Code:
Phone (day): Phone (evening):
E-mail:
US Citizen US Citizen residing outside the US
Foreign citizen, country: Check here if you are subject to backup withholding
4. Investment Title—SSN or TIN Required
Please print names in which shares of common stock are to be registered. Include trust name if applicable. If XXX or qualified plan, include both custodian and investor names and Tax ID Numbers. If same as above, write “Same.” Investor Information—SSN or TIN Required
Title Line 1:
Title Line 2:
Primary SSN/TIN: Secondary SSN/TIN:
Over Please
5. Custodian/ Trustee Information
Trustee Name:
Trustee Address 1:
Trustee Address 2:
Trustee City: State: Zip Code:
Trustee Telephone Number: Trustee Tax Identification Number:
Investor’s Account Number with Trustee:
Important Note About Proxy Voting: By signing this subscription agreement, Custodian/Trustee authorizes the investor to vote the number of shares of common stock of CVMC REIT, Inc. and/or “Program” that are beneficially owned by the investor as reflected on the records of CVMC REIT, Inc. and/or “Program” as of the applicable record date at any meeting of the stockholders of CVMC REIT and/or “Program”. This authorization shall remain in place until revoked in writing by Custodian/Trustee. CVMC REIT, Inc. and/or “Program” is hereby authorized to notify the investor of his or her right to vote consistent with this authorization.
6. Distribution Information (Choose one or more of the following options)
If you select more than one option you must indicate the percentage of your distribution to be applied to each option and the sum of the allocations must equal 100%.
If you do not complete this section, distributions will be paid to the registered owner at the address in Section 3. XXX accounts may not direct distributions without the custodian’s approval.
If you elect to participate in the Distribution Reinvestment Plan, you agree that, if at any time you fail to meet the applicable suitability standards set forth in the then
current Prospectus for CVMC REIT, Inc. and/or “Program”, as applicable, you will promptly provide written notification to: CVMC REIT, Inc. and/or “Program”
(as applicable) , c/o DST Systems, Inc, 000 X. 0xx Xxxxxx, Xxxxxx Xxxx, XX 00000.
% of Distribution
I prefer to participate in the Distribution Reinvestment Plan, as described in the applicable Prospectus for CVMC REIT, Inc. and/or “Program”
Send distributions via check to investor’s home address (or for Qualified Plans to the address listed in Section 5)
Send distributions via check to the alternate payee listed here (not available for Qualified Plans without custodial approval)
Name:
Address:
City: State: Zip Code:
Account Number:
Direct Deposit (Attach Voided Check) I authorize CVMC REIT, Inc. and/or “Program” or its agent to deposit my distributions in the checking or savings
account identified below. This authority will remain in force until I notify CVMC REIT, Inc. and/or “Program” in writing to cancel it. In the event that CVMC REIT, Inc. and/or “Program” deposits funds erroneously into my account, CVMC REIT, Inc. and/or “Program” is authorized to debit my account for an amount not to exceed the amount of the
Financial Institution Name: % of Distribution
ABA/ Routing Number: Account Number:
Checking
Savings
7. Broker—Dealer and Registered Representative Information
Broker-Dealer Name:
Representative Name: Rep Number:
Representative’s Firm Name: Branch ID:
Representative’s Address:
Representative’s City: State: Zip Code:
Representative’s Phone: Representative’s Fax Number:
Representative’s E-mail Address:
This Subscription was made as follows:
Through a participating Broker-Dealer
Through a participating RIA* unaffiliated with a participating Broker-Dealer
*A participating RIA is a RIA who has entered into a Placement Agreement
Shares are being purchased net of commissions
Based on the information I obtained from the subscriber regarding the subscriber’s financial situation and investment objectives, I hereby certify to CVMC REIT, Inc. and/or
“Program” that I have reasonable grounds for believing that the purchase of the shares by the Subscriber is a suitable and appropriate investment for this Subscriber.
Signature of Financial Representative: Date:
(If required by Broker-Dealer)
Branch Manager Signature: Date:
8. Electronic Delivery (Optional)
Instead of receiving paper copies of the Prospectus for CVMC REIT, Inc. and/or “Program”, and Prospectus supplements, annual reports, proxy statements, and other stockbroker communications and reports, you may elect to receive electronic delivery of stockholder communications from CVMC REIT, Inc. and/or
“Program”. If you would like to consent to electronic delivery, including pursuant to CD-ROM or electronic mail, please sign and return this election with your Subscription Agreement.
By signing below, I acknowledge and agree that I will not receive paper copies of any stockholder communications unless (i) I notify CVMC REIT, Inc. and/ or “Program” that I am revoking this election with respect to all stockholder communications or (ii) I specifically request that CVMC REIT, Inc. and/or “Program” send a paper copy of a particular stockholder communications to me. CVMC REIT, Inc. and/or “Program”, Inc. has advised me that I have the right to revoke this election at any time and receive all stockholder communications as paper copies through the mail. I also understand that I have the right to request a paper copy of any stockholder communication.
By electing electronic delivery, I understand that I may incur certain costs associated with spending time online and downloading and printing stockholder communications and I may be required to download software to read documents delivered in electronic format. Electronic delivery also involves risks related to system or network outages that could impair my timely receipt of or access to stockholder communications.
Signature of Investor: Date:
Signature of Joint Investor: Date:
E-mail: (If blank—email from Section 3 will be used)
Electronic Delivery
Acknowledgement
Only
9. Subscriber Signatures for CVMC REIT, Inc.
Please separately initial each of the representations below. Except in the case of fiduciary, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
Owner Co-Owner 1. I (we) have received the final Prospectus of CVMC REIT, Inc. at least five business days before signing the
Owner Co-Owner 2. I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles)
of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000
and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher
net worth and gross income requirements imposed by my (our) state of primary residence as set forth
in the Prospectus under “Suitability Standards.” I (we) will not purchase additional shares unless I (we)
meet the applicable suitability requirements set forth in the Prospectus at the time of purchase.
Owner Co-Owner 3. I (we) acknowledge that there is no public market for the shares and, thus, my investment in shares
is not liquid.
Owner Co-Owner 4. I (we) am/are purchasing the shares for the account referenced in Section 4.
Owner Co-Owner 5. I (we) acknowledge that I (we) will not be admitted as a stockholder until my (our) investment has been
accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement
for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA
Patriot Act and payment of the full purchase price of the shares.
Owner Co-Owner 6. For residents of Alabama and New Jersey only: My (our) liquid worth is at least 10 times my (our)
investment in this or similar programs.
Owner Co-Owner 7. For residents of California only: I (we) either: (i) have a net worth (excluding home, home
furnishings and automobiles) of at least $100,000 and had during the last year or estimate that
I (we) will have in the current year gross income of at least $75,000; or (ii) have a net worth
of at least $250,000. In addition, my (our) investment does not exceed ten percent (10%) of my
(our) net worth; provided, however, that such suitability standards shall not be applicable to
an individual (or a husband and wife) who, including the proposed purchase, has not purchased
more than $2,500 worth of securities issued or proposed to be issued by us within the 12 months
preceding the proposed sale.
Owner Co-Owner 8. If I (we) am/are a Kansas or Massachusetts Investor: I (we) acknowledge that the Office of the Kansas
Securities Commissioner and the Massachusetts Securities Division recommend that investors limit
their aggregate investment in shares of CVMC REIT, Inc. and other similar direct participation
investments to not more than 10% of their liquid net worth. For purposes of this recommendation
for Kansas investors, liquid net worth is defined as that portion of net worth that is comprised
of cash, cash equivalents and readily marketable securities.
Over Please
9. Subscriber Signatures for CVMC REIT, Inc., continued
Owner Co-Owner 9. For residents of Kentucky, Michigan, Pennsylvania and Tennessee only: My (our) liquid net
worth is at least 10 times my (our) maximum investment in CVMC REIT, Inc.
Owner Co-Owner 10. For residents of Iowa, Maine, North Dakota, Ohio and Oregon only: My (our) investment in
CVMC REIT, Inc. and all affiliates of CVMC REIT, Inc. does not exceed 10% of my (our) liquid net worth.
Owner Co-Owner 11. For residents of Nebraska only: I (we) either: (i) have a minimum net worth (excluding home,
home furnishings and automobiles) of at least $100,000 and an annual income of $70,000,
or (ii) have a minimum net worth (excluding home, home furnishings and automobiles) of at
least $350,000. In addition, my (our) investment does not exceed ten percent of my (our)
net worth (excluding home, home furnishings and automobiles).
I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS, WHETHER OVER THE INTERNET, ON A CD-ROM, A PAPER COPY OR ANY
OTHER DELIVERY METHOD. IF A SUBSCRIBER’S SUBSCRIPTION IS ACCEPTED, CVMC REIT, INC. WILL SEND THE SUBSCRIBER
CONFIRMATION OF HIS OR HER PURCHASE AFTER HE OR SHE HAS BEEN ADMITTED AS A STOCKHOLDER.
Substitute W-9: I HEREBY CERTIFY under penalty of perjury (i) that the taxpayer identification number shown on the Subscription is true, correct and complete, (ii) that I am not subject to backup withholding either because I have not been notified that I am subject to backup agreement withholding as a result of a failure to report all interest or distributions, or the Internal Revenue Service has notified me that I am no longer subject to backup withholdings, and (iii) I am a U.S. person.
Signature of Investor: Date:
Signature of Joint Investor or
for Qualified Plans, of Trustee/Custodian: Date:
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Subscriber Signatures for “Program” |
Please separately initial each of the representations below. Except in the case of fiduciary, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
Owner Co-Owner 1. I (we) have received the final Prospectus of “Program” at least five business days before signing the
Owner Co-Owner 2. I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles)
of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000
and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher
net worth and gross income requirements imposed by my (our) state of primary residence as set forth
in the Prospectus under “Suitability Standards.” I (we) will not purchase additional shares unless I (we)
meet the applicable suitability requirements set forth in the Prospectus at the time of purchase.
Owner Co-Owner 3. I (we) acknowledge that there is no public market for the shares and, thus, my (our) investment in shares
is not liquid.
Owner Co-Owner 4. I (we) am purchasing the shares for the account referenced in Section 4.
Owner Co-Owner 5. I (we) acknowledge that I (we) will not be admitted as a stockholder until my (our) investment has been
accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement
for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA
Patriot Act and payment of the full purchase price of the shares.
Owner Co-Owner 6. For residents of Alabama only: My (our) liquid worth is at least 10 times my (our) investment in this or similar programs and I (we) otherwise meet the suitability standards established by “Program”.
Owner Co-Owner 7. If I (we) am/are a Kansas Investor: I (we) acknowledge that the Office of the Kansas Securities
Commissioner recommends that investors limit their aggregate investment in shares of “Program” and
other similar direct participation investments to not more than 10% of their liquid net worth. For purposes
of this recommendation for Kansas investors, liquid net worth is defined as that portion of net worth
that is comprised of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 8. For residents of Maine only: My (our) aggregate investment in this offering and similar direct participation investments may not exceed 10% of my (our) liquid net worth. Liquid net worth, as used in the preceding sentence, is defined as that portion of net worth that consists of cash, cash equivalents and readily
marketable securities.
Owner Co-Owner 9. For residents of Iowa, Kentucky and Oregon only: My (our) investment in “Program” and all
affiliates of “Program” may not exceed 10% of my (our) liquid net worth.
Owner Co-Owner 10. For residents of Nebraska only: I (we) either: (i) have a minimum net worth (excluding home,
home furnishings and automobiles) of at least $100,000 and an annual income of $70,000,
or (ii) have a minimum net worth (excluding home, home furnishings and automobiles) of at
least $350,000. In addition, my (our) investment does not exceed ten percent of my (our)
net worth (excluding home, home furnishings and automobiles).
Owner Co-Owner 11. For residents of North Dakota only: In addition to meeting the suitability standards established by “Program” as set forth above, I (we) have a net worth of at least 10 times my (our) investment in
“Program” and its affiliates. Net worth, as used in the preceding sentence, is defined as that portion
of net worth which consists of cash, cash equivalents and readily marketable securities.
Owner Co-Owner 12. For residents of Pennsylvania only: My (our) maximum investment in this offering may not exceed 10% of my (our) net worth (excluding the value of home, home furnishing and automobiles).
Owner Co-Owner 13. For residents of Tennessee only: My (our) maximum investment in this offering may not exceed 10% of
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Subscriber Signatures for ““, continued |
I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS, WHETHER OVER THE INTERNET, ON A CD-ROM, A PAPER COPY OR ANY
OTHER DELIVERY METHOD. IF A SUBSCRIBER’S SUBSCRIPTION IS ACCEPTED, “PROGRAM” WILL SEND THE SUBSCRIBER
CONFIRMATION OF HIS OR HER PURCHASE AFTER HE OR SHE HAS BEEN ADMITTED AS A STOCKHOLDER.
Substitute W-9: I HEREBY CERTIFY under penalty of perjury (i) that the taxpayer identification number shown on the Subscription is true, correct and complete, (ii) that I am not subject to backup withholding either because I have not been notified that I am subject to backup agreement withholding as a result of a failure to report all interest or distributions, or the Internal Revenue Service has notified me that I am no longer subject to backup withholdings, and (iii) I am a U.S. person.
Signature of Investor: Date:
Signature of Joint Investor or
for Qualified Plans, of Trustee/Custodian: Date:
Over Please
MAILING INSTRUCTIONS
PLEASE NOTE: Only original, completed copies of the Subscription Agreement can be accepted. We cannot accept photocopied or otherwise duplicated Subscription Agreements.
The Subscription Agreement, together with any payments being made by check, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:
Overnight Mail
Investment Processing Department
c/o DST Systems, Inc.
000 X. 0xx Xxxxxx
Xxxxxx Xxxx, XX 00000
Toll Free: 888.292.3178
Regular Mail
Investment Processing Department
c/o DST Systems, Inc.
X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
Toll Free: 888.292.3178
PAYMENT INSTRUCTIONS
CVMC REIT, Inc. Investors: The portion of your purchase that is for Xxxxxx Validus Mission Critical REIT, Inc., can be included as a check made payable to “Xxxxxx Validus Mission Critical REIT, Inc.” or wired to:
UMB Bank, N.A.
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871916944
FAO: (Include Account Title)
Xxxxxx Validus Mission Critical REIT, Inc. Investors in Pennsylvania*: Until Xxxxxx Validus Mission Critical REIT, Inc. has raised the minimum offering amount required in the state of Pennsylvania, the portion of your purchase that is for Xxxxxx Validus Mission Critical REIT, Inc. can be included as a check made payable to “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT, Inc.” or wired to:
UMB Bank, N.A.
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871916669
FAO: (Include Account Title)
“Program” Investors: Until “Program” has raised the minimum offering amount of $2,000,000 in its offering from persons not affiliated with “Program” or its advisor, the portion of your purchase that is for the “Program”, can be included as a check made payable to “UMB Bank, N.A., as Escrow Agent for “Program” or wired to:
UMB Bank, N.A., as Escrow Agent for “Program”
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871917029
FAO: (Include Account Title)
“Program” Investors in Pennsylvania and Tennessee**: Until “Program” has raised the minimum offering amount required in the states of Pennsylvania or Tennessee, as applicable, the portion of your purchase that is for “Program” can be included as a check made payable to “UMB Bank, N.A., as Escrow Agent for “Program” or wired to:
UMB Bank, N.A., as Escrow Agent for “Program”
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871917029
FAO: (Include Account Title)
* Pennsylvania Investors please refer to the “Plan of Distribution-Special Notice to Pennsylvania Investors” section of the Xxxxxx Validus Mission Critical REIT, Inc. Prospectus for additional information regarding the Pennsylvania escrow requirements.
** Pennsylvania and Tennessee Investors please refer to the “Plan of Distribution-Special Notice to Pennsylvania Investors” or “Plan of Distribution-Special Notice to Tennessee Investors” sections of the “Program”. Prospectus, as applicable, for additional information regarding the Pennsylvania and Tennessee escrow requirements.
6/11 CV”“0002-A
Logo Here
Investor Instructions
Please follow these instructions carefully. Failure to do so could result in the rejection of your subscription.
1. Investment
PLEASE NOTE: Money orders, traveler’s checks, starter checks, foreign checks, counter checks, third-party checks or cash will not be accepted.
A minimum initial investment of $2,000 is required, except in New York and Tennessee, where the minimum investment is $2,500. In no event shall any
investment be less than $100.
Note to Investors in “Program”: Until “Program” has raised the minimum offering amount of $2,000,000 in its offering from persons who are not affiliated “Program” or its advisor, you should make your check payable to “UMB Bank, N.A., as escrow agent for “Program” (subject to the note to Pennsylvania investors below).
Note to Pennsylvania and Tennessee Investors in “Program”: Until “Program” has raised the minimum offering amount required in the states of Pennsylvania or Tennessee, as applicable, the Subscription Agreement, together with a check made payable to “UMB Bank, N.A., as Escrow Agent for “Program” for the amount of your investment in “Program”, should be delivered by your Broker-Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address below. Please refer to the “Plan of Distribution-Special Notice to Pennsylvania Investors” and “Plan of Distribution-Special Notice to Tennessee Investors” sections of the “Program”. Prospectus, as applicable, for additional information regarding the Pennsylvania and Tennessee escrow requirements.
Note to Pennsylvania Investors in Xxxxxx Validus Mission Critical REIT, Inc.: Until Xxxxxx Validus Mission Critical REIT, Inc. has raised the minimum offering amount required in the state of Pennsylvania, the Subscription Agreement, together with a check made payable to “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT, Inc.” for the amount of your investment, should be delivered by your Broker- Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address below. Please refer to the “Plan of Distribution-Special Notice to Pennsylvania Investors” section of the Prospectus for additional information regarding the Pennsylvania escrow requirements.
If you would like to purchase shares in Xxxxxx Validus Mission Critical REIT, Inc. at regular intervals you may be able to do so by electing to participate in the Xxxxxx Validus Mission Critical REIT, Inc. Automatic Purchase Program by completing an enrollment form that Xxxxxx Validus Mission Critical REIT, Inc. will provide upon request. Alabama, Arizona, Nebraska, Ohio, and Tennessee investors are not eligible to participate in the Xxxxxx Validus Mission Critical REIT, Inc. Automatic Purchase Program. Custodial accounts are also not eligible to participate in the Automatic Purchase Program.
If you would like to purchase shares in “Program” at regular intervals you may be able to do so by electing to participate in the “Program”. Automatic Investment Plan by completing an enrollment form that “Program” will provide upon request. Alabama, Arizona, Arkansas, Kansas, Nebraska, Maryland, Maine, North Carolina, South Carolina, and Tennessee investors are not eligible to participate in the “Program”. Automatic Investment Plan. Custodial accounts are also not eligible to participate in the “Program”. Automatic Investment Plan.
2. Account Type- Check One Box Only
Please check the appropriate box to indicate the account type of the subscription.
3. Investor Information—SSN or TIN Required
You must include a permanent street address even if your mailing address is a P.O. Box. If the investment is to be held by joint owners you must provide the requested investor information for each joint owner.
Enter the name(s), mailing address and telephone numbers of the registered owner of the investment. Partnerships, corporations and other organizations should include the name of an individual to whom correspondence should be addressed. Non-resident aliens must also supply IRS form W-8BEN.
All investors must complete the space provided for taxpayer identification number or social security number. By signing in Section 9 and/or 10, you are certifying that this number is correct.
4. Investment Title—SSN or TIN Required
All investors must complete the space provided for taxpayer identification number or social security number. By signing in Section 9 and/or 10, you are certifying that this number is correct.
Please print the exact name(s) in which shares are to be registered. Include the trust/entity name, if applicable. If the account is Qualified, include the names
and taxpayer identification numbers of the investor and the custodian or trustee.
5. Custodian/ Trustee Information
If you wish to purchase shares through an XXX, and need an XXX account, State Street Bank has agreed to serve as XXX custodian for such purpose. Xxxxxx
Validus Mission Critical REIT, Inc. and/or “Program” will pay the first-year annual XXX maintenance fees of such accounts with State Street Bank. Thereafter, investors will be responsible for the annual XXX maintenance fees. Further information about custodial services is available through your broker or our dealer manager.
Complete this section if the registered owner of the investment will be a Custodian Plan or Trust.
Over Please
6. Distribution Information (Choose one or more of the following options)
PLEASE NOTE: If you elect to participate in the Distribution Reinvestment Plan of Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program”, you must agree that if at any time you cannot make the investor representations or warranties set forth in the Prospectus or the Subscription Agreement relating to such investment, you must promptly notify the Investment Processing Department for Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program” in writing of that fact.
Complete this section to enroll in the Distribution Reinvestment Plan of Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program”, to elect to receive distributions by direct deposit and/or to elect to receive distributions by check. If you elect direct deposit, you must attach a voided check with this completed Subscription Agreement. You can choose to have all or a portion of your distributions reinvested through the Distribution Reinvestment Plan. You must indicate the percentage of our distribution to be applied to each option selected and the sum of the allocations must equal 100%. (If you do not complete this section, distributions will be paid to the registered owner at the address in Section 3. XXX accounts may not direct distributions without the custodian’s approval.)
7. Broker—Dealer and Registered Representative Information
PLEASE NOTE: The Broker-Dealer or Registered Investment Advisor must complete and sign this section of the Subscription Agreement.
All Fields are Mandatory.
Required Representations: By signing Section 7, the registered representative of the Broker-Dealer or Registered Investment Advisor confirms on behalf of the Broker-Dealer that he or she:
• has reasonable grounds to believe the information and representations concerning the investor identified herein are true, correct, and complete in all
respects;
• has discussed the investor’s prospective purchase of shares with such investor;
• has advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares and other fundamental risks related to the investment in the shares, the restrictions on transfer of the shares and the risk that the investor could lose his or her entire investment in the shares;
• has delivered to the investor the Prospectus required to be delivered in connection with this subscription;
• has reasonable grounds to believe the investor is purchasing these shares for the account referenced in Section 4, and
• has reasonable grounds to believe the purchase of shares is a suitable investment for such investor, and such investor meets the suitability standards applicable to the investor set forth in the Prospectus and such investor is in a financial position to enable the investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto.
In addition, the registered representative of the Broker-Dealer or Registered Investment Advisor represents that he or she and the Broker-Dealer, (i) are duly
licensed and may lawfully offer and sell the shares in the state where the investment was made and in the state designated as the investor’s legal residence in
Section 3; and (ii) agree to maintain records of the information used to determine that an investment in shares is suitable and appropriate for the investor for a period of six years.
8. Electronic Delivery (Optional)
Instead of receiving paper copies of the applicable Prospectus, Prospectus supplements, annual reports, proxy statements, and other stockbroker communications
and reports, you may elect to receive electronic delivery of stockholder communications from Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program”. If you would like to consent to electronic delivery, including pursuant to CD-ROM or electronic mail, please sign and return this election with your Subscription Agreement.
By signing the Subscription Agreement in section 8, you acknowledge and agree that you will not receive paper copies of any stockholder communications
unless (i) you notify Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program” that you are revoking this election with respect to all stockholder communications or (ii) you specifically request that Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program” send a paper copy of a particular stockholder communications to you. Xxxxxx Validus Mission Critical REIT, Inc. and/or “Program” has advised you that you have the right to revoke this election at any time and receive all stockholder communications as paper copies through the mail. You also understand that you have the right to request a paper copy of any stockholder communication. By electing electronic delivery, you understand that you may incur certain costs associated with spending time online and downloading and printing stockholder communications and you may be required to download software to read documents delivered in electronic format. Electronic delivery also involves risks related to system or network outages that could impair your timely receipt of or access to stockholder communications.
9. Subscriber Signatures for Xxxxxx Validus Mission Critical REIT, Inc.
Please separately initial each of the representations in paragraph (1) through (5). If an Alabama or New Jersey resident you must also initial paragraph (6), if a California resident you must also initial paragraph (7), if a Kansas or Massachusetts resident you must also initial paragraph (8), if a Kentucky, Michigan, Pennsylvania or Tennessee resident you must also initial paragraph (9), if an Iowa, Maine, North Dakota, Ohio or Oregon resident you must also initial paragraph (10) and if a Nebraska resident you must also initial paragraph (11). Except in the case of fiduciary accounts, you may not grant any person a
power of attorney to make such representations on your behalf.
Please refer to the Xxxxxx Validus Mission Critical REIT, Inc. Prospectus under “Suitability Standards” to verify that you meet the minimum suitability standards imposed by the state of your primary residence.
By signing this Subscription Agreement, you agree to provide the information in Section 9 and/or 10 of the agreement and confirm the information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to establish your account.
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Subscriber Signatures for “Program” |
Please separately initial each of the representations in paragraph (1) through (5). If an Alabama resident you must also initial paragraph (6), if a Kansas resident you must also initial paragraph (7), if a Maine resident you must also initial paragraph (8), if an Iowa, Kentucky, or Oregon resident you must also initial paragraph (9), if an Nebraska resident you must also initial paragraph (10), if a North Dakota resident you must also initial paragraph (11), if a Pennsylvania resident you must also initial paragraph (12), and if a Tennessee resident you must also initial paragraph (13). Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf.
Please refer to the “Program”. Prospectus under “Suitability Standards” to verify that you meet the minimum suitability standards imposed by the state of your primary residence.
By signing this Subscription Agreement, you agree to provide the information in Section 9 and/or 10 of the agreement and confirm the information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to establish your account.
MAILING INSTRUCTIONS
PLEASE NOTE: Only original, completed copies of the Subscription Agreement can be accepted. We cannot accept photocopied or otherwise duplicated Subscription Agreements.
The Subscription Agreement, together with any payments being made by check, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:
Regular Mail
Investment Processing Department
c/o DST Systems, Inc.
X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
Toll Free: 888.292.3178
Overnight Mail
Investment Processing Department
c/o DST Systems, Inc.
000 X. 0xx Xxxxxx
Xxxxxx Xxxx, XX 00000
Toll Free: 888.292.3178
PAYMENT INSTRUCTIONS
CVMC REIT, Inc. Investors: The portion of your purchase that is for Xxxxxx Validus Mission Critical REIT, Inc., can be included as a check made payable to “Xxxxxx Validus Mission Critical REIT, Inc.” or wired to:
UMB Bank, N.A.
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871916944
FAO: (Include Account Title)
Xxxxxx Validus Mission Critical REIT, Inc. Investors in Pennsylvania*: Until Xxxxxx Validus Mission Critical REIT, Inc. has raised the minimum offering amount required in the state of Pennsylvania, the portion of your purchase that is for Xxxxxx Validus Mission Critical REIT, Inc. can be included as a check made payable to “UMB Bank, N.A., as Escrow Agent for Xxxxxx Validus Mission Critical REIT, Inc.” or wired to:
UMB Bank, N.A.
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871916669
FAO: (Include Account Title)
“Program” Investors: Until “Program” has raised the minimum offering amount of $2,000,000 in its offering from persons not affiliated with “Program” or its advisor, the portion of your purchase that is for the “Program”, can be included as a check made payable to “UMB Bank, N.A., as Escrow Agent for “Program” or wired to:
UMB Bank, N.A., as Escrow Agent for “Program”
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871917029
FAO: (Include Account Title)
“Program” Investors in Pennsylvania and Tennessee**: Until “Program” has raised the minimum offering amount required in the states of Pennsylvania or Tennessee, as applicable, the portion of your purchase that is for “Program” can be included as a check made payable to “UMB Bank, N.A., as Escrow Agent for “Program” or wired to:
UMB Bank, N.A., as Escrow Agent for “Program”
0000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000
ABA #: 000000000
Account #: 9871917029
FAO: (Include Account Title)
* Pennsylvania Investors please refer to the “Plan of Distribution-Special Notice to Pennsylvania Investors” section of the Xxxxxx Validus Mission Critical REIT, Inc. Prospectus for additional information regarding the Pennsylvania escrow requirements.
** Pennsylvania and Tennessee Investors please refer to the “Plan of Distribution-Special Notice to Pennsylvania Investors” or “Plan of Distribution-Special Notice to Tennessee Investors” sections of the “Program”. Prospectus, as applicable, for additional information regarding the Pennsylvania and Tennessee escrow requirements.
11/10 CVOD0003-A
