SUBSCRIPTION AGREEMENT Series B Cumulative Redeemable Preferred Stock of Manufactured Housing Properties Inc.
Exhibit 4.1
Series B Cumulative Redeemable Preferred Stock
of
This
Subscription Agreement (this “Subscription Agreement”) relates
to my agreement to purchase shares of the Series B Cumulative
Redeemable Preferred Stock, par value $0.01 per share (the
“Shares”), of
Manufactured Housing Properties Inc., a Nevada corporation (the
“Company”), for
a purchase price of $10.00 per Share, for a total purchase price as
indicated during the online subscription process or, if I am not
purchasing online, then as indicated on the signature page to this
Agreement (“Subscription
Price”), subject to the terms, conditions,
acknowledgments, representations and warranties stated herein and
in the Offering Circular for the sale of the Shares, dated
_____________, 2019 (the “Offering Circular”). Capitalized
terms used but not defined herein shall have the meanings given to
them in the Offering Circular.
If I am
investing through a brokerage account at Cambria Capital, LLC, My
IPO, or at another broker-dealer that is owned by me and held at
Folio Investments, Inc., as the clearing firm for my exclusive
benefit (a “Folio Cleared
Account”), I am authorizing Digital Offering LLC to
debit funds equal to the amount of the Subscription Price from my
Folio Cleared Account. I understand that if I wish to purchase
Shares, I must sign this Subscription Agreement and have sufficient
funds in my Folio Cleared Account at the time of the execution of
this Subscription Agreement. If the offering is terminated, then
the Shares will not be sold to investors pursuant to this offering,
and if any portion of the Shares are not sold in the offering,
funds for such unsold Shares will not be debited from my Folio
Cleared Account.
If I am
not
investing through a Folio Cleared Account, then I agree to
purchase, and the Company agrees to sell me the number of Shares
equal to the Subscription Price set forth on the signature page
hereto divided by the price per Share specified in the preamble to
this Subscription Agreement. I shall pay the Subscription Price
simultaneously with entering into this Subscription Agreement by
check or wire transfer using the instructions set forth on the
signature page to this agreement. All checks should be made payable
to “WILMINGTON TRUST, N.A. as Escrow Agent for Manufactured
Housing Escrow.” Completed subscription agreements will be
sent by your broker-dealer or registered investment advisor, as
applicable, to Digital Offering. Subscription payments should be
delivered directly to the escrow agent. If you send your
subscription payment to your broker or registered investment
advisor, then your broker or registered investment advisor will
immediately forward your subscription payment to the escrow agent.
Subscriptions will be effective only upon our acceptance, and the
Company reserves the right to reject any subscription in whole or
in part.
In
order to induce the Company to accept this Subscription Agreement
for the Shares and as further consideration for such acceptance, I
hereby make, adopt, confirm and agree to all of the following
covenants, acknowledgments, representations and warranties with the
full knowledge that the Company and its affiliates will expressly
rely thereon in making a decision to accept or reject this
Subscription Agreement:
1.
Investor Eligibility
Certifications. I understand that to purchase the Shares, I
must either be an “accredited investor” as such term is
defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended, or I must limit my investment
in the Shares to a maximum of (i) 10% of my net worth or annual
income, whichever is greater, if I am a natural person, or (ii) 10%
of my revenues or net assets, whichever is greater, for my most
recently completed fiscal year, if I am a non-natural person. I
understand that if I am a natural person, I should determine my net
worth for purposes of these representations by calculating the
difference between my total assets and total liabilities. I
understand this calculation must exclude the value of my primary
residence and may exclude any indebtedness secured by my primary
residence (up to an amount equal to the value of my primary
residence). In the case of fiduciary accounts, net worth and/or
income suitability requirements may be satisfied by the beneficiary
of the account or by the fiduciary, if the fiduciary directly or
indirectly provides funds for the purchase of the Shares. I hereby
represent and warrant that I meet one of the following
qualifications to purchase Shares:
a.
The aggregate
purchase price for the Shares I am purchasing in the offering does
not exceed 10% of my net worth or annual income, whichever is
greater.
b.
I am an
accredited investor.
2. I
understand that the Company reserves the right to, in its sole
discretion, accept or reject this subscription, in whole or in
part, for any reason whatsoever, and to the extent not accepted,
unused funds will remain in my account if I am investing through a
Folio Cleared Account or to me if I am not investing through a
Folio Cleared Account.
3. I
have received the Offering Circular.
4. I
accept the terms of the Articles of Incorporation and the
Certificate of Designation establishing the Series B Cumulative
Redeemable Preferred Stock of the Company.
5. I am
purchasing the Shares for my own account.
6. I
hereby represent and warrant that I am not on, and am not acting as
an agent, representative, intermediary or nominee for any person
identified on, the list of blocked persons maintained by the Office
of Foreign Assets Control, U.S. Department of Treasury. In
addition, I have complied with all applicable U.S. laws,
regulations, directives, and executive orders relating to
anti-money laundering, including but not limited to the following
laws: (1) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking
Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism) of September 23, 2001.
By making the
previous representations, you have not waived any right of action
you may have under federal or state securities law. Any such waiver
would be unenforceable. The Company will assert your
representations as a defense in any subsequent litigation where
such an assertion would be relevant. This Subscription Agreement
and all rights hereunder shall be governed by, and interpreted in
accordance with, the laws of the State of Nevada without giving
effect to the principles of conflict of laws.
7. If I
am investing through a Folio Cleared Account or if I am not
investing through a Folio Cleared Account but am submitting this
subscription agreement electronically through my broker-dealer,
then I agree to the following with regard to digital signatures.
Digital (“electronic”) signatures, often
referred to as an “e-signature”, enable paperless
contracts and help speed up business transactions. The 2001 E-Sign
Act was meant to ease the adoption of electronic signatures. You
and the Company each hereby consent and agree that electronically
signing this Subscription Agreement constitutes your signature,
acceptance and agreement as if actually signed by you in writing.
Further, all parties agree that no certification authority or other
third-party verification is necessary to validate any electronic
signature; and that the lack of such certification or third party
verification will not in any way affect the enforceability of your
signature or resulting contract between you and the Company. You
understand and agree that your e-signature executed in conjunction
with the electronic submission of this Subscription Agreement shall
be legally binding and such transaction shall be considered
authorized by you. You agree your electronic signature is the legal
equivalent of your manual signature on this Subscription Agreement
and you consent to be legally bound by the terms of this
Subscription Agreement.
Your
Consent is Hereby Given: By signing this Subscription Agreement
electronically, you are explicitly agreeing to receive documents
electronically including your copy of this signed Subscription
Agreement as well as ongoing disclosures, communications, and
notices.
BY
ELECTRONICALLY SIGNING THIS AGREEMENT OR BY MANUALLY SIGNING THIS
AGREEMENT ON THE SIGNATURE PAGE HERETO, I CERTIFY THAT I HAVE THE
AUTHORITY TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF
THE PERSON(S) OR ENTITY FOR WHOSE ACCOUNT THIS SUBSCRIPTION IS
PLACED.
SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT
(To be completed and signed only by those who are not
submitting this subscription agreement
electronically.)
The
undersigned hereby signs this Subscription Agreement as of
____________________, 20__.
Print Name Above
Sign Above
IF subscriber is an entity, specify name and title
below:
Name:
Title:
Subscription Price (this is the total amount of your investment)
$
You
must simultaneously pay the Subscription Price to the Escrow Agent
in one of the following ways:
1.
By check made
payable to “WILMINGTON TRUST, N.A. as Escrow Agent for
Manufactured Housing Escrow” and mailed to the following
address: Wilmington Trust, National Association, 000 Xxxxxx Xxxxxx,
Xxxxx 0X, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxx
2.
By wire transfer to
the Escrow Agent using the following wire
instructions:
Wilmington Trust
Company
ABA #:
000000000
A/C #:
137798-000
A/C
Name: Manufactured Housing Escrow
Attn:
Xxxxx Xxxxxxx
International
Wires:
M&T
Buffalo, New
York
ABA:
000000000
SWIFT:
XXXXXX00
Beneficiary Bank:
Wilmington Trust
Beneficiary ABA:
000000000
A/C #:
137798-000
A/C
Name: Manufactured Housing Escrow
