EXHIBIT 4.1
UNITED WISCONSIN GRAIN PRODUCERS, LLC
SUBSCRIPTION AGREEMENT
Membership Units
BEFORE [DATE], 2002 AFTER [DATE], 2002 AND BEFORE AFTER [DATE], 2002
[DATE], 2002
OFFERING PRICE $1,000 $1,100 $1,200
PER XXXX
00 XXXX XXXXXXX
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 X0000 Xxxxxxx Xxxxx, Xxxxxx Xxx, 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
1,440 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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(The Offering Price Per Unit from (10% of the Total Purchase Price) (90% of the Total Purchase
the appropriate time period above Price)
multiplied by the number in box B
above.)
= +
_____________________________________ ____________________________________ _______________________________________
D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:
You should read the Prospectus dated August 1, 2002 (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 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.
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:
U.S. Bank, N.A.
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 at U.S. Bank, 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
Director Telephone Number Telephone Number
-------- ---------------- ----------------
Xx. Xxxxx X. Xxxxx (000) 000-0000
Xxxxxxx X. Xxxxxx (000) 000-0000 (000) 000-0000
Xxxxxx Xxxxxx (000) 000-0000
Xxxxx Xxxxxxxxxxx (000) 000-0000 (000) 000-0000
Xxxx Xxxxx (000) 000-0000 (000) 000-0000
Xxx Xxxxxx (000) 000-0000 (000) 000-0000
Xxxxx Xxxxx (000) 000-0000
Xxxxxxx X.
Xxxxxxxx (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
2
/ / Pension or Profit Sharing Plan
/ / Trust
Trustee's Name: ___________________________________
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
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/ / 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.
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
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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.
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).
SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER:
DATE: _____________________________
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 (Please Signature of Officer
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
Date of Subscription Agreement:__________________________, 200__.
IF BEFORE [DATE], 2002 IF AFTER [DATE], 2002 AND IF AFTER [DATE], 2002
BEFORE [DATE], 2002
OFFERING PRICE $1,000 $1,100 $1,200
PER UNIT
Number of Units subscribed for at / / $1,000 per Unit,
/ / $1,100 Per Unit, / / $1,200 Per Unit (check box
_____________________ preceding price corresponding to purchase date)
Total Purchase Price (price 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 X0000 Xxxxxxx Xxxxx, Xxxxxx Xxx,
Xxxxxxxxx, 00000, or at such other place as required by UWGP, the Principal
Balance set forth above, either in installments or 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 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, including,
without limitation, reasonable attorneys' fees. This Promissory Note 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 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.
Dated: , 200 .
OBLIGOR: JOINT OBLIGOR:
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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
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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:
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Name of Individual Subscriber Name of Entity (Please
(Please Print or Type) Print or Type)
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Signature of Individual Print Name and Title of Officer
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Name of Joint Individual Signature of Officer
Subscriber (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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