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EXHIBIT 2(p)
SUBSCRIBER NAME(S) _____________________________
I/JL ACCOUNT NO. _______________________________
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
SUBSCRIPTION AGREEMENT AND
POWER OF ATTORNEY
THE SHARES OF LIMITED LIABILITY COMPANY INTERESTS IN SOUTHEAST
INTERACTIVE TECHNOLOGY FUND I, LLC HAVE NOT BEEN REGISTERED, QUALIFIED,
APPROVED OR DISAPPROVED UNDER ANY FEDERAL OR STATE SECURITIES LAWS, NOR HAS THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR OTHER FEDERAL OR STATE
REGULATORY AUTHORITY PASSED ON OR ENDORSED THE MERITS OF THE OFFERING OF THE
SHARES OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM (AS DEFINED BELOW). ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS THE SHARES HAVE
BEEN REGISTERED UNDER FEDERAL SECURITIES LAWS AND, WHERE REQUIRED, UNDER THE
LAWS OF OTHER JURISDICTIONS, OR UNLESS THE PROPOSED SALE, TRANSFER OR
DISPOSITION IS EXEMPT FROM REGISTRATION. THERE IS NO OBLIGATION OF THE ISSUER
TO REGISTER THE SHARES. ACCORDINGLY, A PURCHASER OF SHARES MUST BE PREPARED TO
BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Southeast Interactive Technology Fund I, LLC
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned is executing and delivering this Agreement in
connection with the subscription by the undersigned for shares of limited
liability company interests ("Shares") in Southeast Interactive Technology Fund
I, LLC (the "Fund"), a North Carolina limited liability company. The
undersigned understands that the Fund, its managers (the "Directors") and
Montrose Venture Partners, LLC, the Fund's investment advisor and manager of
its day-to-day activities (the "Advisor"), are relying upon the accuracy and
completeness of the information contained herein in complying with their
obligations under federal and state securities laws and in considering whether
or not to accept the subscription of the undersigned. Terms used but not
defined herein have the same meanings as in the Confidential Private Placement
Memorandum of the Fund dated January 16, 1995 (the "Memorandum").
The undersigned hereby irrevocably agrees, represents and warrants
with, to and for the benefit of the Fund, the Directors, the Advisor and the
owners of Shares in the Fund (the "Investors") as follows:
1. SUBSCRIPTION.
(a) Subject to the terms and conditions of this Agreement, the
undersigned hereby subscribes for Shares and agrees to become a member of the
Fund and to contribute to the capital of the Fund the amount set forth herein
immediately above the signature of the undersigned.
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(b) The undersigned tenders herewith a check payable to "Escrow
Agent for Southeast Interactive Technology Fund" (the "Escrow Agent") in the
full amount of the capital contribution of the undersigned pursuant to Section
1(a).
(c) The undersigned is delivering herewith (i) two signed copies
of this Agreement and (ii) a signed and completed Investor Suitability
Questionnaire, in the form accompanying this Agreement. Pursuant to the power
of attorney contained in Section 4 hereof, the Directors will execute the
Operating Agreement of the Fund, among other things, on behalf of the
undersigned if the undersigned is accepted as an Investor.
2. ACCEPTANCE. The undersigned understands and agrees that the
Directors have full right to accept or reject this subscription, in whole or in
part. Upon acceptance of a subscription by the Fund, one copy of this
Agreement, signed by the undersigned and, to indicate acceptance by the Fund,
shall be returned to the undersigned by the Fund.
3. REPRESENTATIONS AND WARRANTIES.
(a) Set forth below is the true and correct address of the
undersigned's residence or principal place of business. The only jurisdiction
in which an offer to sell Shares was made to the undersigned is the
jurisdiction in which such residence or principal place of business is
situated. The undersigned has no present intention of becoming a resident of
(or moving its principal place of business to) any other state or jurisdiction.
(b) The undersigned understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), or
under the laws of any other jurisdiction, and that the Fund does not
contemplate and is under no obligation to so register the Shares. The
undersigned understands and agrees that the Shares must be held indefinitely
unless they are subsequently registered under the 1933 Act and, where required,
under the laws of other jurisdictions, unless an exemption from registration is
available. Even if such exemption is available, the undersigned agrees that
the assignment and transferability of Shares will be governed by the Operating
Agreement. The Operating Agreement imposes substantial restrictions on
transfer. The undersigned recognizes that no trading market for Shares
currently exists and it is extremely unlikely that any public market for Shares
will develop. The undersigned understands that the representations and
warranties of the undersigned contained herein and the information provided by
the undersigned in the Investor Suitability Questionnaire may be relied upon by
the Fund, the Directors, the Advisor, and any other appropriate parties in
determining whether the offering of Shares is exempt from registration under
the 1933 Act and applicable state securities laws.
(c) The Shares for which the undersigned hereby subscribes are
being acquired solely for the undersigned's own account for investment and are
not being purchased with a view to or for resale, distribution or other
disposition, and the undersigned has no present plans to enter into any
contract, undertaking, agreement or arrangement for any such resale,
distribution or other disposition.
(d) The undersigned has been furnished and has carefully read the
Memorandum and the Operating Agreement, including all exhibits, schedules and
appendices thereto. Without limiting the scope of the information and risk
factors disclosed in the Memorandum which the undersigned has considered in
making this subscription, the undersigned understands, acknowledges, agrees and
is aware that:
(1) the Advisor, which is affiliated with certain of the
Directors, will receive substantial compensation from the Fund as
set forth in the Memorandum;
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(2) no federal or state agency has passed upon the Shares
or made any finding or determination as to the fairness of this
investment;
(3) the Shares are speculative investments which involve
a high degree of risk, including the risk that the undersigned
might lose its entire investment in the Fund;
(4) any federal income tax benefits which may be
available to the undersigned may be lost through adoption of new
laws, amendments to existing laws or regulations, or changes in
the interpretation of existing laws and regulations; and
(5) certain of the Directors and their affiliates may
engage in activities which result in conflicts of interests with
the Fund, as described in more detail in the Memorandum under
"CONFLICTS OF INTEREST" and "TRANSACTIONS WITH RELATED PARTIES."
(e) The undersigned has carefully reviewed and understands the
risks of a purchase of Shares, including the risks set forth under "RISK
FACTORS" and the considerations described under "CONFLICTS OF INTEREST" and
"SUITABILITY STANDARDS" in the Memorandum.
(f) In connection with the undersigned's investment in the Fund,
the undersigned, to the extent the undersigned has deemed necessary, has
obtained the advice of the undersigned's own investment advisors, counsel and
accountants ("Investment Advisors").
(g) The undersigned and the undersigned's investment advisors, if
any, have been furnished all materials relating to the Fund, the offering of
Shares (the "Offering") or anything set forth in the Memorandum which the
undersigned and the undersigned's investment advisors have requested of the
Advisor. The undersigned and the undersigned's investment advisors have been
afforded the opportunity to ask questions of the Advisor or the Directors
concerning the terms and conditions of the Offering and to obtain any
additional information necessary to verify the accuracy of any representations
or information set forth in the Memorandum.
(h) The Advisor has answered all inquiries that the undersigned
and the undersigned's investment advisors have made concerning the Fund, the
Advisor or any other matters relating to the creation and operations of the
Fund and the terms and conditions of the Offering.
(i) Neither the undersigned nor the undersigned's investment
advisors have been furnished any Offering literature on which they have relied
other than the Memorandum and the undersigned and the undersigned's investment
advisors have relied only on the Memorandum and the information furnished or
made available to them by the Fund or the Advisor, as described in
subparagraphs 3(g) and 3(h) above.
(j) The undersigned has the financial ability to bear the
economic risk of the undersigned's investment in the Fund for an indefinite
period of time and has adequate net worth and means of providing for the
undersigned's current needs and contingencies to sustain a complete loss of the
undersigned's investment and has no need for liquidity in the undersigned's
investment in the Fund.
(k) The undersigned has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating,
and has evaluated, the merits and risks of the proposed investment.
(l) The undersigned has carefully reviewed the section of the
Memorandum entitled "SUITABILITY STANDARDS" and in particular, the description
of "accredited investor" as set forth
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therein, and represents and warrants that he, she or it meets the suitability
requirements set forth in such section, including, without limitation, that he,
she or it is an "Accredited Investor," as that term is defined in Rule 501 of
Regulation D under the 1933 Act. Please read and complete Item #8 within
Section C.
(m) The undersigned, if other than an individual, has substantial
business or other investment activities in addition to its investment in the
Shares.
(n) If the undersigned is a company as defined in the Investment
Company Act of 1940 (the "1940 Act"), which term includes corporations,
partnerships, trusts and other entities, then the amount of capital contributed
by it to the Fund, together with its investments in any entities which are or
would, but for the exception set forth in subparagraph (A) of Section 3(c)(1)
of the 1940 Act, be excluded from the definition of investment company solely
by paragraph 3(c)(1) of the 1940 Act, does not exceed 10% of its total assets.
(o) The information provided by the undersigned in the Investor
Suitability Questionnaire and the other subscription materials delivered by the
undersigned to the Fund herewith is incorporated herein by reference and made a
part hereof, and the undersigned represents and warrants that such information
is true and complete and fairly reflects the current financial condition and
affairs of the undersigned.
(p) If the undersigned is a corporation, partnership, trust or
other entity, (i) it is authorized and qualified and has full right and power
to become an Investor in, and is authorized to make its capital contribution
to, the Fund and to perform its obligations pursuant to the provisions hereof
and of the Operating Agreement, (ii) the person signing this Subscription
Agreement, the other subscription documents, and any other instrument executed
and delivered herewith on behalf of such entity has been duly authorized by
such entity and has full power and authority to do so, and (iii) such entity
has not been formed for the specific purpose of acquiring an interest in the
Fund, unless each owner of such entity is an accredited investor as defined in
Rule 501 of Regulation D under the 1933 Act and has submitted information
substantiating such qualification.
(q) The undersigned hereby represents and warrants to the
Directors, the Fund and the Advisor that, by reason of the undersigned's
business or financial experience, the undersigned has the capacity to protect
the undersigned's interests in connection with an investment in the Fund.
4. POWER OF ATTORNEY. The undersigned hereby irrevocably constitutes
and appoints Xxxxx X. Xxxxxx, X. Xxxx Xxxxxx, and X. Xxx Xxxxx, or any of them,
with full power of substitution, as the undersigned's true and lawful
attorney-in-fact with full power and authority for the undersigned, and in the
undersigned's name, place and stead and either personally or by
attorney-in-fact, to execute, deliver, acknowledge, publish, file and record
and swear to the execution, delivery, acknowledgment, filing and/or recording
of:
(a) the Operating Agreement, and all amendments to the Operating
Agreement required or permitted by law or the provisions of the Operating
Agreement and all instruments that the attorney-in-fact deems appropriate to
reflect any change or modification of the Operating Agreement in accordance
with the Operating Agreement;
(b) all such other agreements, applications, instruments,
documents, certificates, and reports which may from time to time be required by
the laws of the United States of America, the State of North Carolina or any
other jurisdiction in which the Fund shall determine to do business, or any
political
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subdivision or agency thereof, to effectuate, implement and continue the valid
and subsisting existence of the Fund;
(c) all conveyances and other instruments which the Directors
deem appropriate to reflect the dissolution and termination of the Fund; and
(d) all certificates and other instruments deemed necessary or
advisable by the Directors to carry out the provisions of the Operating
Agreement.
The Power of Attorney granted hereby is coupled with an interest, is
irrevocable and shall (i) continue in full force and effect notwithstanding the
subsequent death, incapacity, dissolution, termination or bankruptcy of the
undersigned or the transfer of all or any portion of the undersigned's Shares
and (ii) extend to the undersigned's successors, assigns and legal
representatives. The undersigned agrees to be bound by any representation made
by the attorney-in-fact acting in good faith pursuant to this Power of
Attorney, and hereby waives any and all defenses which may be available to
contest, negate or disaffirm the action of the attorney-in-fact taken in good
faith under this Power of Attorney.
In the event of any conflict between the provisions of the Operating
Agreement and any document executed or filed by the attorney-in-fact pursuant
to this Power of Attorney, the Operating Agreement shall govern.
5. COVENANT TO UPDATE INFORMATION. The undersigned covenants to
advise the Fund by telephone and in writing if any representation and warranty
contained in paragraph 3 hereof becomes untrue prior to the date the
undersigned receives from the Advisor a copy of this Agreement signed by the
undersigned and, to indicate acceptance, by the Fund.
6. OPERATING AGREEMENT. The undersigned acknowledges that it has
received and reviewed to its satisfaction the Operating Agreement. The
undersigned specifically accepts, adopts and agrees to each and every provision
of the Operating Agreement.
7. AGREEMENT WITH RESPECT TO RESALE. The undersigned agrees that no
Shares will be resold without registration under the 1933 Act, and, where
required, under the laws of other jurisdictions, or pursuant to an exemption
therefrom.
8. INDEMNIFICATION. The undersigned acknowledges that the
undersigned understands the meaning and legal consequences of the
representations and warranties contained in this Agreement and agrees to
indemnify and hold harmless the Fund, the Directors, the Advisor, its
principals and their affiliates, and each other Investor from and against any
and all loss, damage, liability or expense, including, without limitation,
legal fees, due to or arising out of a breach of any representation or warranty
of the undersigned contained in any document furnished by the undersigned in
connection with the offering and sale of the Shares, including, without
limitation, this Agreement and the Investor Suitability Questionnaire, or
failure by the undersigned to comply with any covenant or agreement by the
undersigned herein or in any other document furnished by the undersigned to any
of the foregoing in connection with this transaction.
9. NOTICES. All notices and other communications required or
permitted under this Agreement shall be in writing, and shall be deemed to have
been given if delivered personally or mailed, postage prepaid, by first class
mail, to the parties at the addresses set forth in this Agreement or such other
address as a party may specify to the other by notice as provided in this
Section.
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10. ASSIGNMENT. This Agreement may not be assigned or transferred by
either party without the consent of the other party.
11. AMENDMENT AND WAIVER. This Agreement may be amended or modified
only by an instrument signed by the undersigned and the Fund. A waiver of any
provision of this Agreement must be in writing, designated as such, and signed
by the party against whom enforcement of that xxxxxx is sought. The waiver by
a party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent or other breach thereof.
12. BINDING EFFECT. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the undersigned and
the Fund and their respective heirs, executors, administrators, successors,
legal representatives and assigns. If the undersigned shall be joint
subscribers, the representations and warranties herein contained shall be
deemed to be made jointly and severally by and be binding upon each such person
and such person's heirs, executors, administrators, legatees, devisees,
assigns, legal representatives and successors.
13. JOINT OWNERSHIP. If the Shares are purchased in joint ownership,
each joint owner must execute this Agreement and satisfy the suitability
standards described herein and in the Memorandum, and each joint owner who is a
resident of North Carolina must contribute at least $5,000 toward the purchase
of the Shares purchased hereunder.
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SUBSCRIBER NAME(S):_____________________________
I/JL ACCOUNT NO.________________________________
SOUTHEAST INTERACTIVE TECHNOLOGY FUND I, LLC
INVESTOR SUITABILITY QUESTIONNAIRE
INSTRUCTIONS
This Questionnaire is being delivered to each person or entity (a
"Person") who has indicated an interest in investing in Southeast Interactive
Technology Fund I, LLC, a North Carolina limited liability company (the
"Fund"). The purpose of this Questionnaire is to assist the Fund and
Interstate/Xxxxxxx Xxxx Corporation (the "Selling Agent") in evaluating (1) the
investor's knowledge and experience in financial and business matters, and the
investor's ability to evaluate the merits and risks of an investment in the
Fund, and (2) whether the investor meets the criteria established under state
securities laws and under the Securities Act of 1933, as amended (the "1933
Act"), and the rules and regulations thereunder, for Persons investing in the
Fund's Shares. Accordingly, the Questionnaire will be reviewed and relied upon
by the Fund, the Selling Agent, Montrose Venture Partners, LLC, the Fund's
investment advisor (the "Advisor") and the Fund's counsel, to determine whether
the prospective investor meets the Fund's investor suitability standards.
This Questionnaire must be completed and signed by each Person who
proposes to invest in the Fund. Signature pages for individuals, corporations,
partnerships and trusts are included with this Questionnaire. This
Questionnaire does not include signature pages for entities other than
corporations, partnerships or trusts. An entity other than an individual,
corporation, partnership or trust should appropriately modify and complete the
signature page for corporations. (See Sections D and E.)
Corporations, partnerships, trusts and other entities must attach to
their signature page a copy of the corporate resolution, partnership agreement,
trust agreement or other document, as the case may be, indicating that the
person(s) signing the subscription documentation is authorized to do so. Each
Person who proposes to invest in the Fund may be required at the request of the
Fund or the Selling Agent to supply additional documentation, including,
without limitation, additional organizational documents if such Person is a
corporation, partnership, trust or other entity and additional documentation
giving evidence of the authority of the person(s) signing the subscription
documentation to do so.
The Fund will use reasonable efforts to keep the information provided
in the answers to this Questionnaire confidential. However, this Questionnaire
may be presented to appropriate parties to establish that the offering is
exempt from registration under the 1933 Act and meets the requirements of
applicable state securities laws.
Terms used but not defined herein have the same meanings as in the
Confidential Private Placement Memorandum of the Fund dated January 16, 1995
and the Operating Agreement attached thereto as an exhibit.
If you are in doubt as to the meaning or implication of any of the
terminology used in this Questionnaire, or if you are in doubt as to the
significance of any particular question, please call the Advisor at (910)
286-7000.
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1. Name:__________________________________________________
2. Total Capital Contribution to the Fund: $____________
3. Type of Investor(s) or Ownership (check one):
_________Individual
_________Joint Tenants with right of ownership
_________Tenants-in-common
_________Corporation
_________Partnership
_________Trust
_________Other (indicate)
4. Social Security or Tax Identification No. (for each Person):
________________________
5. If you are a corporation, partnership, trust or other entity,
were you organized for the purpose of acquiring the Shares offered?
________ Yes ________ No
IF THE ANSWER TO QUESTION 5 IS "YES", THE PROSPECTIVE INVESTOR MUST PROVIDE A
QUESTIONNAIRE FROM EACH OF ITS EQUITY OWNERS.
6. Please provide the following information about prospective
investors who are individuals. If this Questionnaire is being completed on
behalf of a corporation, partnership, trust or other entity, the person making
the investment decision on behalf of the corporation, partnership, trust or
other entity must provide the information.
(a) Name of individual completing this Questionnaire:
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(b) Legal Residence (include county and zip code):
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(c) Daytime Telephone Number (including area code):
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(d) Evening Telephone Number (including area code):
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(e) Age:
------------------------------------------
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(f) Occupation:
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(g) Name of Employer(s):
--------------------------
Current Position or Title:
--------------------
Length of Time in Current Position:
-----------
Business Address:
-----------------------------
Nature of Employer's Business:
----------------
(h) Send correspondence to the following address:
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(i) Your educational background (including degrees received, if
any) including college, graduate school, major fields of study and
training in financial and business matters, is as follows:
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(j) (1) Describe briefly the principal positions you
have held during the last five years or since graduation from college,
whichever period is shorter, giving name(s) of prior employer(s),
periods of employment and nature of duties. Please be as explicit as
possible. What is sought is a sufficient description of your business
background and the extent of your vocationally-related experience in
financial and business matters.
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(2) Describe any other business, financial or
investment experience that would help you evaluate the merits and
risks of an investment in the Fund:
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(k) List any professional licenses or registrations, including
bar admissions, accounting certification, real estate brokerage
licenses and Securities and Exchange Commission or state broker dealer
registrations held by you:
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7. If you are an individual,
(a) What is your marital status? (check one):
_______Married _______Single _______Separated
(b) Of what country are you a citizen? (check one):
________U.S. ___________ other (please specify)
8. Check the item(s) below which are applicable to you:
If seeking to invest as an individual:
(a) ______ I am a natural person whose individual net worth, or
joint net worth with my spouse, at the time of my purchase of Shares
exceeds $1,000,000.
(b) ______ I am a natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint
income with my spouse in excess of $300,000 in each of those years and
have a reasonable expectation of reaching the same income level in the
current year.
If seeking to invest as a corporation, partnership, trust or other
entity :
(a) ______ I am a domestic bank or domestic savings and loan
association or other similar institution, acting in an individual or
fiduciary capacity; a broker or dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934; a domestic insurance
company; an investment company registered under the Investment Company
Act of 1940 (the "Act") or a business development company as defined
in the Act; a Small Business Investment Company licensed by the U.S.
Small Business Administration under the Small Business Investment Act
of 1958; a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000.
(b) ______ I am a "private business development company" as
defined in the Investment Advisers Act of 1940.
(c) ______ I am an organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"),
corporation, Massachusetts or similar business trust, or
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partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000.
(d) ______ I am a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated
person as described in Regulation D of the Securities and Exchange
Commission.
(e) ______ I am an entity in which each equity owner satisfies
one or more of the requirements set forth in clauses (a) through (g)
above.
(f) ______ I am an Individual Retirement Account in which the
participant satisfies either of the requirements set forth in clauses
(e) or (f) above.
(g) ______ I am a revocable trust which can be amended or revoked
at any time by the grantor, and whose grantor satisfies the
requirements set forth in clause (e) above.
9. State Securities Law Standards (imposed by certain states only)
FOR ALABAMA INVESTORS WHO ARE INDIVIDUALS OR TRUSTS
_______ Subscriber represents and affirms that Subscriber has, either alone or with such
initial Subscriber's purchaser representative, the knowledge and experience in financial and
business matters that Subscriber is capable of evaluating the merits and risks of
Subscriber's investment in the Fund.
FOR FLORIDA INVESTORS
_______ The following information is provided for the benefit of any Subscriber who
initial or that is a resident of, or purchased his or its Shares while in, the State of
Florida:
THE SHARES IN THE FUND HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. IF SALES OF
THE FUND'S SHARES ARE MADE TO FIVE (5) OR MORE INVESTORS IN FLORIDA, ANY FLORIDA OFFEREE MAY,
AT THE OFFEREE'S OPTION, VOID ANY PURCHASE UNDER THIS SUBSCRIPTION AGREEMENT WITHIN A PERIOD OF
THREE (3) DAYS AFTER HE (A) FIRST TENDERS OR PAYS TO THE FUND, AN AGENT OF THE FUND OR AN
ESCROW AGENT THE CONSIDERATION REQUIRED HEREUNDER, OR (B) DELIVERS HIS EXECUTED SUBSCRIPTION
AGREEMENT, WHICHEVER OCCURS LATER. TO ACCOMPLISH THIS, IT IS SUFFICIENT FOR A FLORIDA OFFEREE
TO SEND A LETTER OR TELEGRAM TO THE FUND WITHIN THAT THREE (3) DAY PERIOD, STATING THAT HE IS
VOIDING AND RESCINDING THE PURCHASE. IF AN OFFEREE SENDS A LETTER, IT IS PRUDENT TO DO SO BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND TO EVIDENCE THE
TIME OF MAILING.
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FOR NORTH CAROLINA INVESTORS
_______ Subscriber represents and affirms that Subscriber has either (i) a minimum
initial net worth (exclusive of home, home furnishings and automobiles) of $60,000 and
a taxable income in the last tax year or estimated in the current tax year of
$60,000 or (ii) a minimum net worth (exclusive of home, home furnishings and
automobiles) of $225,000.
FOR SOUTH CAROLINA INVESTORS
_______ Subscriber represents and affirms that Subscriber has (i) a minimum net worth
initial (exclusive of home, furniture and automobiles) of $100,000 or (ii) federal and
state income subject to the maximum rate of income tax.
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SIGNATURE PAGE FOR INDIVIDUALS
(Fund Copy - Page 1 of 2 to be returned to Selling Agent)
IF THE SUBSCRIBER IS AN INDIVIDUAL, COMPLETE THE FOLLOWING SIGNATURE
LINES TO THE SUBSCRIPTION AGREEMENT:
THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE (I) HAS READ THE PRIVATE
PLACEMENT MEMORANDUM OF THE FUND DATED JANUARY 16, 1995 (THE "MEMORANDUM"), THE
OPERATING AGREEMENT AND THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY, (II)
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF THE ADVISOR CONCERNING THE PROPOSED
INVESTMENT ACTIVITIES OF THE FUND AND OTHER MATTERS DISCUSSED IN THE
MEMORANDUM, (III) HAS CONSIDERED AND UNDERSTANDS THE "RISK FACTORS," "CONFLICTS
OF INTEREST" AND "SUITABILITY STANDARDS" DISCUSSED IN THE MEMORANDUM, AND (IV)
MEETS THE DEFINITION OF "ACCREDITED INVESTOR" SET FORTH IN THE MEMORANDUM AND
SECTION C OF THIS SUBSCRIPTION PACKAGE.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this ______ day of _______________________, 199___.
Total purchase price of Shares subscribed for at $25,000 per Share:
$______________________
_______________________________________ _______________________________________
Signature of Individual Signature of Joint Purchaser, if any
_______________________________________ _______________________________________
Print Name of Individual Print Name of Joint Purchaser, if any
Preferred Mailing Address, if different
Legal Residence of Individual: from residence address:
_______________________________________ _______________________________________
Number and Street Number and Street
_______________________________________ _______________________________________
City, State, Zip Code City, State, Zip Code
_______________________________________
Social Security Number
Preferred Mailing Address, if different
Legal Residence of Joint Purchaser, if any: from residence address:
_______________________________________ _______________________________________
Number and Street Number and Street
_______________________________________ _______________________________________
City, State, Zip Code City, State, Zip Code
_______________________________________
Social Security Number
Accepted By: Southeast Interactive Technology _______________________________________
Fund I, LLC Signature of Financial Consultant
By:___________________________________ _______________________________________
Signature of Branch Manager
Title:________________________________
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SIGNATURE PAGE FOR INDIVIDUALS
(Investor Copy - Page 2 of 2 to be returned to Selling Agent)
IF THE SUBSCRIBER IS AN INDIVIDUAL, COMPLETE THE FOLLOWING SIGNATURE
LINES TO THE SUBSCRIPTION AGREEMENT:
THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE (I) HAS READ THE PRIVATE
PLACEMENT MEMORANDUM OF THE FUND DATED JANUARY 16, 1995 (THE "MEMORANDUM"), THE
OPERATING AGREEMENT AND THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY, (II)
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF THE ADVISOR CONCERNING THE PROPOSED
INVESTMENT ACTIVITIES OF THE FUND AND OTHER MATTERS DISCUSSED IN THE
MEMORANDUM, (III) HAS CONSIDERED AND UNDERSTANDS THE "RISK FACTORS," "CONFLICTS
OF INTEREST" AND "SUITABILITY STANDARDS" DISCUSSED IN THE MEMORANDUM, AND (IV)
MEETS THE DEFINITION OF "ACCREDITED INVESTOR" SET FORTH IN THE MEMORANDUM AND
SECTION C OF THIS SUBSCRIPTION PACKAGE.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this ______ day of ____________________, 199___.
Total purchase price of Shares subscribed for at $25,000 per Share:
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D-2
15
SIGNATURE PAGE FOR CORPORATIONS,
PARTNERSHIPS, TRUSTS AND OTHER ENTITIES
(Investor Copy - Page 1 of 2 to be returned to Selling Agent)
IF THE SUBSCRIBER IS A CORPORATION, PARTNERSHIP, TRUST OR OTHER
ENTITY, COMPLETE THE FOLLOWING SIGNATURE LINES TO THE SUBSCRIPTION AGREEMENT:
THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE (I) HAS READ THE PRIVATE
PLACEMENT MEMORANDUM OF THE FUND DATED JANUARY 16, 1994 (THE "MEMORANDUM"), THE
OPERATING AGREEMENT AND THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY, (II)
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF THE ADVISOR CONCERNING THE PROPOSED
INVESTMENT ACTIVITIES OF THE FUND AND OTHER MATTERS DISCUSSED IN THE
MEMORANDUM, (III) HAS CONSIDERED AND UNDERSTANDS THE "RISK FACTORS," "CONFLICTS
OF INTEREST" AND "SUITABILITY STANDARDS" DISCUSSED IN THE MEMORANDUM, AND (IV)
MEETS THE DEFINITION OF "ACCREDITED INVESTOR" SET FORTH IN THE MEMORANDUM AND
SECTION C OF THIS SUBSCRIPTION PACKAGE.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this ________ day of _______________________, 199____.
Total purchase price of Shares subscribed for at $25,000 per Share: $_____________
Print Name of Corporation, Partnership, Trust or Other Entity:
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(*Only an officer or other representative of such corporation,
partnership, trust or other entity who is authorized to execute this
document on behalf of such entity should sign this Agreement.)
Accepted By: Southeast Interactive Technology _______________________________________
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By:____________________________________ _______________________________________
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E-1
16
SIGNATURE PAGE FOR CORPORATIONS,
PARTNERSHIPS, TRUSTS AND OTHER ENTITIES
(Fund Copy - Page 2 of 2 to be returned to Selling Agent)
IF THE SUBSCRIBER IS A CORPORATION, PARTNERSHIP, TRUST OR OTHER
ENTITY, COMPLETE THE FOLLOWING SIGNATURE LINES TO THE SUBSCRIPTION AGREEMENT:
THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE (I) HAS READ THE PRIVATE
PLACEMENT MEMORANDUM OF THE FUND DATED JANUARY 16, 1994 (THE "MEMORANDUM"), THE
OPERATING AGREEMENT AND THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY, (II)
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF THE ADVISOR CONCERNING THE PROPOSED
INVESTMENT ACTIVITIES OF THE FUND AND OTHER MATTERS DISCUSSED IN THE
MEMORANDUM, (III) HAS CONSIDERED AND UNDERSTANDS THE "RISK FACTORS," "CONFLICTS
OF INTEREST" AND "SUITABILITY STANDARDS" DISCUSSED IN THE MEMORANDUM, AND (IV)
MEETS THE DEFINITION OF "ACCREDITED INVESTOR" SET FORTH IN THE MEMORANDUM AND
SECTION C OF THIS SUBSCRIPTION PACKAGE.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this ________ day of ________________, 199___.
Total purchase price of Shares subscribed for at $25,000 per Share: $_____________
Print Name of Corporation, Partnership, Trust or Other Entity:
_____________________________________________________________________
By:___________________________________________________________________
Signature of Officer or Other Authorized Representative*
Print Name and Title of Officer or Other Authorized Representative:
________________________________________________________________________
Location of Principal Place of Business of Corporation, Partnership, Trust or other Entity:
__________________________________ _____________________________________
Name and Street City, State, Zip Code
Mailing Address (if different from above):
__________________________________ _____________________________________
Name and Street City, State, Zip Code
___________________________________
Tax Identification Number of Corporation, Partnership, Trust or other Entity
(*Only an officer or other representative of such corporation,
partnership, trust or other entity who is authorized to execute this
document on behalf of such entity should sign this Agreement.)
Accepted By: Southeast Interactive Technology _______________________________________
Fund I, LLC Signature of Financial Consultant
By:____________________________________ _______________________________________
Signature of Branch Manager
Title:__________________________________
E-2
