SUBSCRIPTION AGREEMENT
The investor signatory hereto ("Subscriber") represents, warrants,
acknowledges and agrees as follows:
1. Subscriber hereby subscribes for the principal amount of Notes (the
"Note") issued by Tamarack Lenders Corporation ("Issuer"), as specified on
the reverse side hereof, encloses and hereby tenders the amount set forth on
the reverse side hereof ($10,000 minimum), as full payment for the Note for
which he is subscribing, and hereby agrees, subject to the Issuer's
acceptance of his subscription, to become a Noteholder in an amount equal to
the amount tendered. Subscriber agrees that he may not revoke, cancel,
terminate or withdraw his subscription or this Subscription Agreement without
the prior written consent of the Issuer, and acknowledges that the Issuer may
reject his subscription for any reason whatsoever.
2. Subscriber hereby acknowledges receipt of a copy of the current
prospectus for the offering and sale of the Notes ("Prospectus") and
understands that the Note being acquired will be governed by the terms of the
Indenture referenced in such Prospectus and such other documents as may be
referenced therein. Subscriber further understands and agrees that, following
Issuer's acceptance of his subscription, he shall receive a Note which shall
evidence his status as a Noteholder of Issuer, such Note to be in the form
specified in the Indenture. The information set forth on the reverse side
hereof is true and accurate and Subscriber has proper authority to execute
this Subscription Agreement and make this investment.
3. Subscriber hereby represents that this purchase is made for the
Subscriber's own account and not with a view toward distribution. Subscriber
understands that it is not anticipated that an active market will ever
develop for the Notes, and that accordingly it may be impossible for
Subscriber to liquidate his investment in the Note, even in the event of an
emergency. Any transfer of the Note must comply with the requirements of the
Prospectus, the Note and with any additional requirements imposed by law or
by any governmental authorities.
4. TAX REPRESENTATIONS: Under penalties of perjury, I certify that (i) the
number shown on this form is my correct taxpayer identification number, and
(ii) that I am not subject to backup withholding because (A) I have not been
notified that I am subject to backup withholding as a result of a failure to
report all interest or dividends or (B) the Internal Revenue Service has
notified me that I am no longer subject to backup withholding. Under
penalties of perjury, I certify that I am not a non-resident alien
individual, a foreign partnership, a foreign corporation, or a foreign estate
or trust, which would be a foreign person within the meaning of Sections
1441, 1446 and 7701(a) of the Internal Revenue Code of 1986, as amended, and
that I will notify the Issuer before a change in my foreign status.
5. SUITABILITY. The subscriber represents that he/she/it has either (a) an
annual gross income of at least $45,000 and a net worth of at least $45,000
exclusive of the subscriber's principal residence and its furnishings and
personal use automobiles; or (b) a net worth of at least $150,000, exclusive
of the subscriber's principal residence and its furnishings and personal use
automobiles. If a subscriber is a fiduciary account, the subscriber
represents that the foregoing standards are met by the beneficiary, the
fiduciary account, or by the donor or grantor who directly or indirectly
supplies the funds to purchase the securities if the donor or grantor is the
fiduciary.
The capitalized terms used have the meanings assigned to them in the
Prospectus unless the context otherwise requires.
SUBSCRIPTION INSTRUCTIONS
1. Complete all items and sign and date this Subscription Agreement in the
places indicated. Subscribers should use full names (not initials). If you
have previously subscribed for a Note in this offering and wish to subscribe
for an additional Note, please check the appropriate box and complete the
entire Subscription Agreement. NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED
UNLESS FULLY COMPLETED AND ACCOMPANIED BY THE APPROPRIATE PAYMENT.
2. Make your subscription check payable to "_______________ Bank, as Escrow
Agent," for the amount entered under "Amount Enclosed" in the Subscription
Agreement. After the Minimum Offering has been achieved, subscription checks
should be made payable to "Sovereign Credit Finance II, Inc." NO SUBSCRIPTION
AGREEMENT WILL BE PROCESSED UNLESS FULLY COMPLETED AND ACCOMPANIED BY THE
APPROPRIATE PAYMENT.
3. Mail or deliver your signed Subscription Agreement and your check to
your Registered Representative.
4. Registered Representatives: Please forward signed Subscription
Agreements and checks to Tamarack Lenders Corporation, 000 Xxxx Xxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000.
The following signature and other documentation requirements have been
established for the following forms of ownership of the Notes:
JOINT TENANTS AND TENANTS IN COMMON: The signatures of all joint
tenants and tenants in common investors are required unless a separate
document, signed by all parties and designating one as the agent of the
other(s) for purposes of signing the Subscription Agreement, accompanies the
Subscription Agreement.
CORPORATION: The signature(s) of an officer(s) authorized to sign on
behalf of the corporation is(are ) required.
PARTNERSHIP: Specify whether the subscriber is a general or limited
partnership. If it is a general partnership, the signatures of all partners are
required. If it is a limited partnership, the signatures of all general
partners are required.
TRUST: The Subscription Agreement must be signed by the trustee.
UNIFORM GIFTS TO MINORS ACT: The required signature is that of the
custodian, not of the parent (unless the parent has been designated as the
custodian). Only one child is permitted in each investment under the Uniform
Gifts to Minors Act. Different requirements may apply in your state. Please
consult your attorney for information regarding these requirements.
SUBSCRIPTION AGREEMENT & NEW ACCOUNT APPROVAL
TAMARACK LENDERS CORPORATION
Tamarack Funding Corporation Account Number:_____________
0000 Xxxx Xxxxxxxx Xx. #000 R/R:________________________
Xxxxxxxxxx, XX 00000
9-1/2% AUTO RECEIVABLE NOTES
12% AUTO RECEIVABLE NOTES
BY COMPLETING AND EXECUTING THIS SUBSCRIPTION AGREEMENT, THE INVESTOR HEREBY
ACKNOWLEDGES READING AND UNDERSTANDING THE MATERIAL BELOW, AND REPRESENTS AND
WARRANTS, ACKNOWLEDGES AND AGREES TO ALL PROVISIONS SET FORTH BELOW.
Amount Subscribed and Class of Notes
$10,000 Minimum
9-1/2 % notes, 1 year maturity _________ Check here if subscriber has previously
Subscribed to THIS offering.
12 % notes, 5 year maturity _________ Yes ____ No ____
PLEASE PRINT OR TYPE EXCEPT FOR SIGNATURES
1. INVESTOR 2. SPOUSE
Full Name: ___________________________ ________________________________
Address: _____________________________ ________________________________
City: _____________________________ ________________________________
State/Zip:___ _______ Phone: _________ State/Zip:___ ______ Phone: _________
SS# _________ Date of Birth __________ SS# _________ Date of Birth __________
Employer: ___________________________ __________________________________
Address: ____________________________ __________________________________
State/Zip:___ _______ Phone: _________ State/Zip:___ _______ Phone: _________
Position: ________ Control Person? Y N _______________ Control Person? Y N
US Citizen? Y N Country: __________ US Citizen? Y N Country: __________
Persons who reside in foreign countries, including U.S. citizens and
non-resident aliens, are not
permitted to invest in notes.
Marital Status? S M D W
Highest Level of Education ____ / ____ Highest Level of Education ____ /____
& Degree(s) & Degrees(s)
3. I have personally invested in excess of $__________ over the past five
years, including investments during such period in excess of $__________ in
non-liquid investments.
4. Listed below are the types of investments I have made in the past five
years, with particular attention to investments in non-marketable or
non-liquid investments.
_________________________________________________________
_________________________________________________________
_________________________________________________________
5. I will ____ will not ____ (check one) have an attorney, accountant,
investment advisor or other consultant review this investment. If yes,
please indicate name and business address: [A Purchaser Representative
Questionnaire will need to be completed by your Advisor.]
Name:______________________________ Telephone:______________
Firm:_______________________________________________________
Address:____________________________________________________
My investment objectives are: (check your objective)
____ Income
____ Long term growth and safety
7. Tax Bracket ___15% ___28% ___31% ___36% ___39.6%
The current market value of my liquid assets is $___________.
8. Nature of account: (check one)
____(a) Employee of firm
____(b) Employee of an Insurance company, Bank, Fund, or another
Broker/Dealer
____(c) Relative of (a) Relationship? ___________________
____(d) None
Credit references:
Bank:
Branch & Type ___________________________
Broker:
Branch & Type ___________________________
10. Investment Experience:
(i) The frequency of my investment in marketable securities is:
( ) often ( ) occasionally ( ) seldom ( ) never
(ii) The frequency of my investment in commodities futures is:
( ) often ( ) occasionally ( ) seldom ( ) never
(iii) The frequency of my investment in options if:
( ) often ( ) occasionally ( ) seldom ( ) never
(iv) The frequency of my investment in securities purchased on margin is:
( ) often ( ) occasionally ( ) seldom ( ) never
(v) The frequency of my investment in unmarketable securities is:
( ) often ( ) occasionally ( ) seldom ( ) never
(vi) The frequency of my investment is securities sold in reliance on the
private offering exemption from registration under the Securities Act of 1933
is:
( ) often ( )occasionally ( ) seldom ( ) never
11. Indicated in the space provided below is additional information which I
think may be helpful in enabling the Company to determine whether my knowledge
and experience in financial and business matters is sufficient to enable me to
evaluate the merits and risks of my prospective investment:
_________________________________________________________
_________________________________________________________
_________________________________________________________
ONLY PARTNERSHIPS AND CORPORATIONS NEED TO ANSWER QUESTION 12
12. If the investment will be in the name of a partnership or corporation,
answer the following:
Type of Entity:________________ Date of Formation:________________
IRS Employer Identification Number:________________
Number of Shareholders or Partners:______ Net Worth: $__________
Net Income For: Last fiscal year: $__________ Current fiscal year
(anticipated): $__________
NOTE: IF A CORPORATION, THE OFFICER OF THE CORPORATION WHO WILL BE
RESPONSIBLE FOR MAKING THE DECISION TO PURCHASE A UNIT MUST COMPLETE A
PROSPECTIVE PURCHASER QUESTIONNAIRE.
NOTE: IF A PARTNERSHIP, THE PARTNER WHO WILL BE RESPONSIBLE FOR MAKING
THE DECISION TO PURCHASE A UNIT MUST COMPLETE A PROSPECTIVE PURCHASER
QUESTIONNAIRE.
13. This section is only for Trusts, Pension or Profit Sharing Plans, or XXX
or XXXXX Investments.
If the Investor is a Trust, a Pension or Profit Sharing Plan or if the
investment is intended to be placed in an XXX or XXXXX account, please answer
the questions below:
(a) Are you a Trustee of the Trust, Pension or Profit Sharing Plan?
Yes ( ) No ( )
1) If YES, set forth the type of Plan or Trust proposing to invest:
__________________
2) If YES, set forth the state of residency of all Beneficiaries of
the Plan or Trust: _________________
3) If YES, set forth the state of residency of all Trustees of the
Plan or Trust: _________________
b) Please identify the person(s) with investment control over the Plan
or Trust assets, and such person's(s') state of residence: _____________________
c) Please identify the person(s) responsible for the ministerial or
custodial duties of administering the Plan or Trust and such person(s) state
of residence: _____________________
d) If your investment is intended to be placed in an XXX or XXXXX
account, please identify the person(s) with investment control over the
account's assets and such person(s) state of residence: ____________________
e) If the investment is intended to be placed in an XXX or XXXXX account,
please identify the person(s) with ministerial or custodial duties over the
account and such person(s) state of residence: _____________________
f) Number of Beneficiaries: ___________________
g) Net worth: $__________ Gross Income: $__________
Ownership - Check One: (Refer to the signature requirements and instructions
below)
_____ Individual _____Trust
_____ Joint Tenant with right of survivorship _____ XXX
_____ Tenants in common _____ Xxxxx Plan
_____ Custodian-Uniform Gifts To Minors _____ Pension or Profit
_____ Corporation _____ Other __________________
_____ General Partnership
_____ Limited Partnership
REPRESENTATIONS AND WARRANTIES; COVENANTS; SIGNATURES
I understand that the Corporation will be relying on the accuracy and
completeness of my response to the foregoing questions, and I represent and
warrant to the Corporation that (i) the answers to the above questions are
complete and correct and may be relied upon by the Corporation in determining
compliance with the Act and (ii) I am able to bear the economic risk of the
investment, and at the present time and under reasonable foreseeable
circumstances, I could afford a complete loss of such investment.
I agree to provide further documentation and provide additional
information to supplement and explain the subject matter hereof as requested
from time to time by Corporation. Further, I agree to update the information
provided by me herein as requested from time to time by the Corporation.
15. REQUIRED SIGNATURES
Signature must be identical to subscriber name. Subscribers must sign the
Subscription Agreement; Purchaser Representatives and investment advisors
may not sign on behalf of subscriber.
INDIVIDUAL INVESTOR: Date: _______________
___________________________________ ___________________________________
Signature of Investor Printed Name of Investor
___________________________________ ___________________________________
Signature of Co-Investor Printed Name of Co-Investor
ENTITY INVESTOR: ___________________________ Date: _______________
Printed Name of Entity
___________________________________ _______________________________________
Signature of Authorized Person Printed Name and Title of
Authorized Person
BROKER / DEALER: Date:____________
REGISTERED REPRESENTATIVE STATEMENT - I hereby represent on recommending the
purchase of Tamarack Lenders Corporation Automobile Receivables Backed Notes
that I, the Registered Representative, have responsible grounds to believe
that the investment is suitable for the subscriber based upon the information
available to me as conveyed by the subscriber or his/her agent.
___________________________________ _____________________________________
Signature of Registered Print Name of Registered
Representative Representative
___________________________________ ______________________________________
Signature of Designated Officer Print Name of Designated Officer
