SUBSCRIPTION AGREEMENT
Xxxx Series Trust
000 Xxxxxxxxxxx Xxxxx, Xxx 000
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
1. Pursuant to prior understandings and discussions, the undersigned (“Subscriber”) hereby agrees to purchase from the Xxxx Series Trust, a Delaware statutory trust (the “Trust”), five thousand shares (the “Shares”) of beneficial interest of Class I Shares of the Xxxx US Opportunity Fund (the “Fund”), a series of the Trust, with a par value of $0.001 per Share, in exchange for $50,000. Subscriber hereby acknowledges (i) that this subscription shall not be deemed to have been accepted by the Trust until the Trust indicates its acceptance by returning to Subscriber an executed copy of this subscription, and (ii) that acceptance by the Trust of this subscription is conditioned upon the information and representations of Subscriber hereunder being complete, true and correct as of the date of this subscription and as of the date of closing of sale of the Shares to Subscriber.
2. Until actual delivery of the purchase price to the Trust and acceptance by the Trust of the purchase price and this Subscription Agreement, the Trust shall have no obligation to Subscriber. The Trust may revoke a prior acceptance of this Subscription Agreement at any time prior to delivery to and acceptance by the Trust of the purchase price for the Shares.
3. The representations, warranties, understandings, acknowledgments and agreements in this Agreement are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance hereof by the Trust and shall survive thereafter.
4. This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware, as such laws are applied by Delaware courts to agreements entered into and to be performed in Delaware, and shall be binding upon Subscriber, its legal representatives, successors and assigns and shall inure to the benefit of the Trust and its successors and assigns.
5. Subscriber agrees not to transfer or assign this Agreement, or any of its interest herein, without the express written consent of the Trust.
6. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. This Agreement may be amended only by a writing executed by all parties hereto. This Agreement may be executed in one or more counterparts.
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IN WITNESS WHEREOF, Subscriber has executed this Subscription Agreement as of the 4th day of August, 2015.
Subscription:
5,000
Number of Shares
$50,000
Total Payment
XXXX CAPITAL MANAGEMENT, LLC
/s/ Xxxxxxx X. Xxxx
By: Xxxxxxx X. Xxxx, Manager
Acceptance:
The foregoing Subscription Agreement is accepted as of the 4th day of August, 2015.
XXXX SERIES TRUST
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President
