EAST COAST ETHANOL, LLC FORM OF SUBSCRIPTION AGREEMENT (for North Carolina, Maryland and Virginia investors only) Limited Liability Company Membership Units $15,000 per Unit Minimum Investment of 1 Unit ($15,000) 1/3 Unit Increments Thereafter ($5,000)
FORM
OF SUBSCRIPTION AGREEMENT
(for
North Carolina, Maryland and Virginia investors
only)
Limited
Liability Company Membership Units
$15,000
per Unit
Minimum
Investment of 1 Unit ($15,000)
1/3
Unit Increments Thereafter ($5,000)
The
undersigned subscriber ("Subscriber"), desiring to become a member of East
Coast
Ethanol, LLC (“East Coast”), a Delaware limited liability company, with its
principal place of business at 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx Xxx 0000,
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 hereby subscribes for the purchase of membership
units of East Coast, and agrees to pay the related purchase price, identified
below.
A. SUBSCRIBER
INFORMATION.
Please
print your individual or entity name and address. IF
WE ACCEPT YOUR SUBSCRIPTION, THE UNITS WILL BE TITLED IN THE NAME OF THE
SUBSCRIBER AS IT APPEARS BELOW.
Joint
subscribers should provide both names. Your name and address will be recorded
exactly as printed below. Please provide your home, business and/or mobile
telephone number. If desired, please also provide your e-mail address.
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1.
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Subscriber's
Printed Name
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_____________________________________________________
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2.
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Date
of Birth (Natural Persons only)
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_____________________________________________________
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2.
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Title,
if applicable
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_____________________________________________________
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3.
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Subscriber's
Address
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Street
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_____________________________________________________
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City,
State, Zip Code
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_____________________________________________________
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Province
and Country
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_____________________________________________________
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4.
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E-mail
Address (optional)
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_____________________________________________________
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5.
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Home
Telephone Number
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_____________________________________________________
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6.
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Business
Telephone Number
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_____________________________________________________
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7.
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Mobile
Telephone Number
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_____________________________________________________
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B. NUMBER
OF UNITS PURCHASED.
You
must purchase at least 1 unit. The minimum number of units to be sold in the
offering is 16,910 units and the maximum number of units to be sold is
39,455.
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units
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C. PURCHASE
PRICE. Indicate
the dollar amount of your investment (minimum investment is
$15,000).
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1.
Total
Purchase Price
($15,000
per unit multiplied
by
number of units)
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=
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(10%
of Total Purchase Price)
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+
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3.
2nd
Installment
(90%
of Total Purchase Price)
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=
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+
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D. GENERAL
INSTRUCTIONS FOR SUBSCRIBERS:
You
should read the Prospectus dated [DATE OF EFFECTIVENESS] (the "Prospectus")
in
its entirety including the exhibits for a complete explanation of an investment
in East Coast. Xxxxxx Securities, LLC, as registered broker-dealer for East
Coast, will not complete a sale of securities until at least 5 business days
from the date you have received East Coast’s final prospectus. For purposes of
this delivery requirement, filing of the final prospectus with the SEC on XXXXX
pursuant to Rule 424 shall constitute access equaling delivery in accordance
with Rule 172.
INSTRUCTIONS
IF YOU ARE SUBSCRIBING PRIOR
TO THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
If you
are unsure as to whether the Company has release funds from escrow, please
contact Xxxxxx Securities, LLC at (000) 000-0000, the Company at (000) 000-0000
or visit the Company's website at xxx.xxxxxxxxxxxxxxxx.xx. If you are
subscribing prior to the Company’s release of funds from escrow, you must follow
the instructions contained in paragraphs 1 through 5 below:
1. Complete
all information required in this Subscription Agreement, and date and sign
the
Subscription Agreement on pages 6-7 and the Member Signature Page to our
Operating Agreement attached to this Subscription Agreement as Exhibit
A.
2. Immediately
provide a personal (or business) check for the first installment of 10% of
your
investment amount. The
check should be made payable to “BB&T Corp., escrow agent for East Coast
Ethanol, LLC.”
You
will determine this amount in box C.2 on page 1 of
this
Subscription Agreement.
3. Execute
the Promissory Note on page 8 of
this
Subscription Agreement evidencing your commitment to pay the remaining 90%
due
for the units. The Promissory Note is attached to this Subscription Agreement
and grants East Coast Ethanol, LLC legal recourse to recover the 90% balance
from you in the event you fail to pay the balance when due.
4.
For
U.S.
persons, please complete Form W-9, Request for Taxpayer Identification Number
and Certification or
for
non-U.S. persons, please complete Form W-8BEN, Certificate of Foreign Status
of
Beneficial Owner for United States Tax Withholding.
5.
Deliver
the original executed documents referenced in paragraphs 1, 3 and 4 of these
instructions, together with a personal or business check as described in
Paragraph 2 of these instructions to:
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Xxxxxx
Securities, LLC,
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registered
broker-dealer for East Coast Ethanol, LLC
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0000
Xxxxxxxxx Xxxx, XX, Xxxxx 000
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Xxxxxxx,
XX 00000
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(000)
000-0000 (fax)
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If
you
intend to wire transfer funds rather than provide a check for your subscription
amount, please contact East Coast directly for wire transfer
instructions.
6. Within
20
days of written notice from East Coast that your subscription has been accepted,
you must remit an additional personal (or business) check for the second
installment of 90% of your investment amount made payable to “BB&T
Corp., escrow agent for East Coast Ethanol, LLC”
in
satisfaction of the Promissory Note. You will determine this amount in box
C.3
on page 1 of
this
Subscription Agreement. You must deliver this check to the same address set
forth above in paragraph 4 within 20 days of the date of East Coast's written
notice. If you fail to pay the second installment pursuant to the Promissory
Note, East Coast shall be entitled to retain your first installment and to
seek
other damages, as provided in the Promissory Note. This means that if you are
unable to pay the 90% balance of your investment amount within 20 days of our
notice, you may have to forfeit the 10% cash deposit.
Your
funds will be placed in East Coast’s escrow account at BB&T Corp. If East
Coast rejects your subscription, your Subscription Agreement and investment
will
be promptly returned to you, plus any nominal interest. We do not expect to
release funds from the escrow account until the following conditions are
satisfied: (1) cash proceeds from unit sales deposited in the escrow account
equals or exceeds the minimum offering amount of $253,650,000, exclusive of
interest; (2) we obtain a written debt financing commitment for debt financing
ranging from approximately $269,875,000 to $608,050,000, less any grants and/or
tax increment financing we are awarded; (3) we elect, in writing, to terminate
the escrow agreement; 4) an affidavit prepared by our escrow agent has been
sent
to the states in which we have registered units stating that the conditions
set
out in (1), (2) and (3) have been met; and (5) in each state in which consent
is
required, the state securities commissioner has consented to release of the
funds on deposit. Upon satisfaction of these conditions, we expect that the
escrow agreement will terminate, and the escrow agent will disburse the funds
on
deposit, including interest, to us to be used in accordance with the provisions
set out in this prospectus. If we have not satisfied these conditions for
releasing funds from escrow by the 12 month anniversary of the effective date
of
this registration statement, we will return all equity proceeds to investors
and
terminate the escrow agreement. In that event, investors will receive the entire
amount of their paid-in investment being held in escrow plus any allocable
interest earned during the escrow period.
2
INSTRUCTIONS
IF YOU ARE SUBSCRIBING AFTER
THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
If you
are subscribing after the Company’s release of funds from escrow, you must
follow the instructions contained in paragraphs 1 through 3 below:
1. Complete
all information required in this Subscription Agreement, and date and sign
the
Subscription Agreement on pages 6-7 and the Member Signature Page to our
Operating Agreement attached to this Subscription Agreement as Exhibit
A.
2. Immediately
provide your personal (or business) check for the entire amount of your
investment (as determined in box C.1 on page 1) made payable to “East
Coast Ethanol,
LLC.”
3.
For
U.S.
persons, please complete Form W-9, Request for Taxpayer Identification Number
and Certification or
for
non-U.S. persons, please complete W-8BEN, Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding.
4.
Deliver
the original executed documents referenced in paragraphs 1 and 3 of these
instructions, together with your personal or business check as described in
paragraph 2 to:
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Xxxxxx
Securities, LLC,
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registered
broker-dealer for East Coast Ethanol, LLC
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0000
Xxxxxxxxx Xxxx, XX, Xxxxx 000
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Xxxxxxx,
XX 00000
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(000)
000-0000 (fax)
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If
you
intend to wire transfer funds rather than provide a check for your subscription
amount, please contact East Coast directly for wire transfer
instructions.
If
you
are subscribing after we have released funds from escrow and we accept your
investment, your funds will be immediately at-risk as described in the
Prospectus. East Coast may, in its sole discretion, reject or accept any part
or
all of your subscription. If East Coast rejects your subscription, your
Subscription Agreement and investment will be returned to you promptly, plus
any
nominal interest. East Coast may not consider the acceptance or rejection of
your subscription until a future date near the end of this offering. If East
Coast accepts your subscription, Xxxxxx Securities, LLC, will provide you with
a
confirmation of your purchase.
You
may
direct your questions to our registered broker-dealer, Xxxxxx Securities, LLC
at
(000) 000-0000.
E. Additional
Subscriber Information. Subscriber,
named above, certifies the following under penalties of
perjury:
3
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1.
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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.
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o
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Individual
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o
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Joint
Tenants with Right of Survivorship (Both signatures must appear on
page
7.)
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o
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Corporation,
Limited Liability Company or Partnership (Corporate Resolutions,
Operating
Agreement or Partnership Agreement must be
enclosed.)
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o
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Trust
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Trustee’s
Name: ________________________________________
Trust
Date: ____________________________________________
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¨
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Other:
Provide detailed information in the space immediately
below.
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_________________________________________________________
_________________________________________________________
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2.
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Subscriber's
Taxpayer Information.
Check the appropriate box if you are a non-resident alien, a U.S.
Citizen
residing outside the United States, and/or subject to backup withholding.
All individual subscribers should provide their Social Security Numbers.
Trusts should provide the trust's taxpayer identification number.
Custodians should provide the minor's Social Security Number. Other
entities should provide the entity's taxpayer identification
number.
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¨
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Check
box if you are a non-resident alien
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¨
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Check
box if you are a U.S. citizen residing outside of the United
States
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¨
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Check
this box if you are subject to backup
withholding
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Subscriber's
Social Security
No. ________________________________
Joint
Subscriber's Social Security
No. ________________________________
Taxpayer
Identification
No. ________________________________
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3.
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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.
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Address: _________________________________________________
___________________________________________
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4.
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State
of Residence.
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State
of
Principal
Residence: _______________________________
State
where driver's license is
issued: _______________________________
State
where resident income taxes are
filed: ______________________________
State(s)
in which you have maintained your principal residence during the past three
years:
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a.
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b.
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c.
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5.
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Suitability
Standards.
Investors (except North Carolina residents) cannot invest in East
Coast
unless they meet one of the following suitability tests (a or b)
set forth
below. Residents of North Carolina cannot invest in East Coast unless
they
meet one of the following suitability tests (c or d) set forth below.
Please review the suitability tests and check the box next to the
following suitability test that you meet. For husbands and wives
purchasing jointly, the tests below will be applied on a joint
basis.
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4
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For
investors except residents of North
Carolina:
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a. ¨
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I
(We) have annual income from whatever source of at least $45,000
and
a
net worth of at least $45,000, exclusive of home, furnishings and
automobiles; or
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b. ¨
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I
(We) have a net worth of $150,000, exclusive of home, home furnishings,
and automobiles.
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For
North Carolina residents only:
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c. ¨
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I
(We) have net worth of at least $70,000 exclusive of home, home
furnishings, and automobiles, and
minimum annual gross income of $70,000;
or
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d. ¨
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I
(We) have a net worth of $250,000, exclusive of home, home furnishings,
and automobiles.
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6.
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Subscriber's
Representations and Warranties.
You must certify your representations and warranties by placing your
initials where indicated and by signing and dating this Subscription
Agreement. Joint
subscribers are also required to initial and sign as
indicated.
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(Initial
here) (Joint initials) By signing below the subscriber represents and warrants
to East Coast that he, she or it:
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a.
has received a copy of East Coast's Prospectus dated [DATE OF
EFFECTIVENESS] and the exhibits thereto or has received notice
that this
sale has been made pursuant to a registration statement in which
a final
prospectus would have been required to have been delivered in the
absence
of Rule 172;
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b.
has been informed that the units of East Coast are offered and
sold in
reliance upon a federal securities registration; state registrations
in
Florida, Maryland, New York, South Carolina, North Carolina, Virginia
and
Georgia; and exemptions from securities registrations in various
other
states and jurisdictions, and understands that the units to be
issued
pursuant to this subscription agreement can only be sold to a person
meeting requirements of suitability;
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c.
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 Florida, Maryland, New York, South Carolina,
North
Carolina, Virginia and Georgia and that East Coast is relying in
part upon
the representations of the undersigned Subscriber contained
herein;
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| ____ | ____ |
d.
has been informed that the securities subscribed for have not been
approved or disapproved by the SEC, or the Florida, Maryland, New
York,
South Carolina, North Carolina, Virginia and Georgia Securities
Departments or any other regulatory authority, nor has any regulatory
authority passed upon the accuracy or adequacy of the
Prospectus;
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e.
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;
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f.
understands that there is no present market for East Coast'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;
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| ____ | ____ |
g.
has been encouraged to seek the advice of his legal counsel and
accountants or other financial advisers with respect to investor-specific
tax and/or other considerations relating to the purchase and ownership
of
units;
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5
| ____ | ____ |
h.
has received a copy of the East Coast Operating Agreement, dated
July 27,
2007, and understands that upon closing the escrow by East Coast,
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;
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i.
understands that the units are subject to substantial restrictions
on
transfer under certain tax and securities laws along with restrictions
in
the East Coast 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 tax and securities laws;
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j.
meets the suitability test marked in Item E.5 above and is capable
of
bearing the economic risk of this investment, including the possible
total
loss of the investment;
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k.
understands that East Coast 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 East Coast
in
their sole discretion:
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THE
TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS DOCUMENT 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, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING
AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.
THE
UNITS
REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED
IN ABSENCE OF 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.
understands that, to enforce the above legend, East Coast may place
a stop
transfer order with its registrar and stock transfer agent (if
any)
covering all certificates representing any of the membership
units;
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| ____ | ____ |
m.
may not transfer or assign this Subscription Agreement, or any
of the
subscriber's interest herein without the prior written consent
of East
Coast;
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| ____ | ____ |
n.
has written his, her, or its correct taxpayer identification number
under
Item E.2 on this Subscription Agreement;
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| ____ | ____ |
o.
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 (o) should
be
crossed out if the backup withholding box in Item E.2 is checked);
and
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6
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____ |
p.
understands that execution of the attached Promissory Note will
allow East
Coast or its assigns to pursue the obligor for payment of the amount
due
thereon by any legal means, including, but not limited to, acquisition
of
a judgment against the obligor in the event that the subscriber
defaults
on that Promissory Note.
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Date: ________________________________________
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Individuals:
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Entities:
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| _______________________________ | __________________________________ | |
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Name
of Individual Subscriber (Please Print)
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Name
of Entity (Please Print)
|
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| _______________________________ | __________________________________ | |
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Signature
of Individual
|
Print
Name and Title of Officer
|
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| _______________________________ | __________________________________ | |
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Name
of Joint Individual Subscriber (Please Print)
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Signature
of Officer
|
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| _______________________________ | ||
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Signature
of Joint Individual Subscriber
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ACCEPTANCE
OF SUBSCRIPTION BY EAST COAST ETHANOL, LLC:
East
Coast Ethanol, LLC hereby accepts Subscriber's subscription for _____
units.
Dated
this ___
day of
_________________________ ,
200 __.
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By: ___________________________________________
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Its: ___________________________________________
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7
Date
of
Subscription Agreement: ___________________________________, 200_.
$15,000
per Unit
Minimum
Investment of 1 Unit ($15,000); Units Sold in 1/3 Unit Increments Thereafter
($5,000 each)
| ____________________ |
Number
of Units Subscribed
|
|
| ____________________ |
Total
Purchase Price ($15,000 per unit multiplied by number of units
subscribed)
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( )
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Less
Initial Payment (10% of Principal Amount)
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| ____________________ |
Principal
Balance
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FOR
VALUE
RECEIVED, the undersigned hereby promises to pay to the order of East Coast
Ethanol, LLC, a Delaware limited liability company ("East Coast"), at its
principal office located at 0000 Xxxxxxxx Xxxx Post Office Xxx 0000, Xxxxxxxx,
Xxxxx Xxxxxxxx 00000, or at such other place as required by East Coast, the
Principal Balance set forth above in one lump sum to be paid without interest
within 20 days following the call of the East Coast 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
full recourse Promissory Note shall be immediately due and payable in full
with
interest at the rate of 12% per annum from the due date and any amounts
previously paid in relation to the obligation evidenced by this Promissory
Note
may be forfeited at the discretion of East Coast.
The
undersigned agrees to pay to East Coast 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 South Carolina.
The
provisions of this Promissory Note shall inure to the benefit of East Coast
and
its successors and assigns, which expressly reserves the right to pursue the
undersigned for payment of the amount due thereon by any legal means in the
event that the undersigned defaults on obligations provided in this Promissory
Note.
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_.
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OBLIGOR/DEBTOR:
|
JOINT
OBLIGOR/DEBTOR:
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| _______________________________________ | ____________________________________________ | |
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Printed
or Typed Name of Obligor
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Printed
or Typed Name of Joint Obligor
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By:
__________________________________________
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By:________________________________________________
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(Signature)
|
(Signature)
|
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| _______________________________________ | ||
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Officer
Title if Obligor is an Entity
|
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| _______________________________________ | ||
| _______________________________________ | ||
|
Address
of Obligor
|
8
Exhibit
A
MEMBERS
SIGNATURE PAGE
ADDENDA
TO
THE
EAST
COAST ETHANOL, LLC
The
undersigned does hereby represent and warrant that the undersigned, as a
condition to becoming a Member of East Coast Ethanol, LLC, has received a copy
of the Operating Agreement of East Coast Ethanol, LLC (“Operating Agreement”),
dated July 27, 2007, 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
Operating Agreement from and after the date of execution hereof.
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Entities
|
||
| _______________________________________ | _____________________________________________ | |
|
Name
of Individual Member (Please Print)
|
Name
of Entity (Please Print)
|
|
| _______________________________________ | ____________________________________________ | |
|
Signature
of Individual
|
Print
Name and Title of Officer
|
|
| _______________________________________ | ____________________________________________ | |
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Name
of Joint Individual Member (Please Print)
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Signature
of Officer
|
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| _______________________________________ | ||
|
Signature
of Joint Individual Member
|
||
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Agreed
and accepted on behalf of the
|
||
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Company
and its Members:
|
||
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EAST
COAST ETHANOL, LLC
|
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BY:______________________________________________
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||
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ITS:______________________________________________
|
9
EAST
COAST ETHANOL, LLC
FORM
OF SUBSCRIPTION AGREEMENT
Limited
Liability Company Membership Units
$15,000
per Unit
Minimum
Investment of 1 Unit ($15,000)
1/3
Unit Increments Thereafter ($5,000)
The
undersigned subscriber ("Subscriber"), desiring to become a member of East
Coast
Ethanol, LLC (“East Coast”), a Delaware limited liability company, with its
principal place of business at 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx Xxx 0000,
Xxxxxxxx, Xxxxx Xxxxxxxx 00000 hereby subscribes for the purchase of membership
units of East Coast, and agrees to pay the related purchase price, identified
below.
A. SUBSCRIBER
INFORMATION.
Please
print your individual or entity name and address. IF
WE ACCEPT YOUR SUBSCRIPTION, THE UNITS WILL BE TITLED IN THE NAME OF THE
SUBSCRIBER AS IT APPEARS BELOW.
Joint
subscribers should provide both names. Your name and address will be recorded
exactly as printed below. Please provide your home, business and/or mobile
telephone number. If desired, please also provide your e-mail address.
|
1.
|
Subscriber's
Printed Name
|
_____________________________________________________
|
|
2.
|
Date
of Birth (Natural Persons only)
|
_____________________________________________________
|
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2.
|
Title,
if applicable
|
_____________________________________________________
|
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3.
|
Subscriber's
Address
|
|
|
Street
|
_____________________________________________________
|
|
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City,
State, Zip Code
|
_____________________________________________________
|
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Province
and Country
|
_____________________________________________________
|
|
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4.
|
E-mail
Address (optional)
|
_____________________________________________________
|
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5.
|
Home
Telephone Number
|
_____________________________________________________
|
|
6.
|
Business
Telephone Number
|
_____________________________________________________
|
|
7.
|
Mobile
Telephone Number
|
_____________________________________________________
|
B. NUMBER
OF UNITS PURCHASED.
You
must purchase at least 1 unit. The minimum number of units to be sold in
the
offering is 16,910 units and the maximum number of units to be sold is
39,455.
|
units
|
C. PURCHASE
PRICE. Indicate
the dollar amount of your investment (minimum investment is
$15,000).
|
1.
Total
Purchase Price
($15,000
per unit multiplied
by
number of units)
|
=
|
(10%
of Total Purchase Price)
|
+
|
3.
2nd
Installment
(90%
of Total Purchase Price)
|
|
=
|
+
|
D. GENERAL
INSTRUCTIONS FOR SUBSCRIBERS:
You
should read the Prospectus dated [DATE OF EFFECTIVENESS] (the "Prospectus")
in
its entirety including the exhibits for a complete explanation of an investment
in East Coast.
INSTRUCTIONS
IF YOU ARE SUBSCRIBING PRIOR
TO THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
If you
are unsure as to whether the Company has release funds from escrow, please
contact the Company at (000) 000-0000 or visit the Company's website at
xxx.xxxxxxxxxxxxxxxx.xx. If you are subscribing prior to the Company’s release
of funds from escrow, you must follow the instructions contained in paragraphs
1
through 5 below:
1. Complete
all information required in this Subscription Agreement, and date and sign
the
Subscription Agreement on pages 6-7 and the Member Signature Page to our
Operating Agreement attached to this Subscription Agreement as Exhibit
A.
2. Immediately
provide a personal (or business) check for the first installment of 10% of
your
investment amount. The check should be made payable to “BB&T
Corp., escrow agent for East Coast Ethanol, LLC.”
You
will determine this amount in box C.2 on page 1 of
this
Subscription Agreement.
3. Execute
the Promissory Note on page 8 of
this
Subscription Agreement evidencing your commitment to pay the remaining 90%
due
for the units. The Promissory Note is attached to this Subscription Agreement
and grants East Coast Ethanol, LLC legal recourse to recover the 90% balance
from you in the event you fail to pay the balance when due.
4.
For
U.S.
persons, please complete Form W-9, Request for Taxpayer Identification Number
and Certification or
for
non-U.S. persons, please complete Form W-8BEN, Certificate of Foreign Status
of
Beneficial Owner for United States Tax Withholding.
5.
Deliver
the original executed documents referenced in paragraphs 1, 3 and 4 of these
instructions, together with a personal or business check as described in
Paragraph 2 of these instructions to:
East
Coast Ethanol, LLC
0000
Xxxxxxxx Xxxx Xxxx Xxxxxx Xxx 0000
Xxxxxxxx,
Xxxxx Xxxxxxxx 00000
If
you
intend to wire transfer funds rather than provide a check for your subscription
amount, please contact East Coast directly for wire transfer
instructions.
6. Within
20
days of written notice from East Coast that your subscription has been accepted,
you must remit an additional personal (or business) check for the second
installment of 90% of your investment amount made payable to “BB&T
Corp., escrow agent for East Coast Ethanol, LLC”
in
satisfaction of the Promissory Note. You will determine this amount in box
C.3
on page 1 of
this
Subscription Agreement. You must deliver this check to the same address set
forth above in paragraph 4 within 20 days of the date of East Coast's written
notice. If you fail to pay the second installment pursuant to the Promissory
Note, East Coast shall be entitled to retain your first installment and to
seek
other damages, as provided in the Promissory Note. This means that if you
are
unable to pay the 90% balance of your investment amount within 20 days of
our
notice, you may have to forfeit the 10% cash deposit.
Your
funds will be placed in East Coast’s escrow account at BB&T Corp. If East
Coast rejects your subscription, your Subscription Agreement and investment
will
be promptly returned to you, plus any nominal interest. We do not expect
to
release funds from the escrow account until the following conditions are
satisfied: (1) cash proceeds from unit sales deposited in the escrow account
equals or exceeds the minimum offering amount of $253,650,000, exclusive
of
interest; (2) we obtain a written debt financing commitment for debt financing
ranging from approximately $269,875,000 to $608,050,000, less any grants
and/or
tax increment financing we are awarded; (3) we elect, in writing, to terminate
the escrow agreement; 4) an affidavit prepared by our escrow agent has been
sent
to the states in which we have registered units stating that the conditions
set
out in (1), (2) and (3) have been met; and (5) in each state in which consent
is
required, the state securities commissioner has consented to release of the
funds on deposit. Upon satisfaction of these conditions, we expect that the
escrow agreement will terminate, and the escrow agent will disburse the funds
on
deposit, including interest, to us to be used in accordance with the provisions
set out in this prospectus. If we have not satisfied these conditions for
releasing funds from escrow by the 12 month anniversary of the effective
date of
this registration statement, we will return all equity proceeds to investors
and
terminate the escrow agreement. In that event, investors will receive the
entire
amount of their paid-in investment being held in escrow plus any allocable
interest earned during the escrow period.
2
INSTRUCTIONS
IF YOU ARE SUBSCRIBING AFTER
THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
If you
are subscribing after the Company’s release of funds from escrow, you must
follow the instructions contained in paragraphs 1 through 3 below:
1. Complete
all information required in this Subscription Agreement, and date and sign
the
Subscription Agreement on pages 6-7 and the Member Signature Page to our
Operating Agreement attached to this Subscription Agreement as Exhibit
A.
2. Immediately
provide your personal (or business) check for the entire amount of your
investment (as determined in box C.1 on page 1) made payable to “East
Coast Ethanol,
LLC.”
3.
For
U.S.
persons, please complete Form W-9, Request for Taxpayer Identification Number
and Certification or
for
non-U.S. persons, please complete Form W-8BEN, Certificate of Foreign Status
of
Beneficial Owner for United States Tax Withholding.
4.
Deliver
the original executed documents referenced in paragraphs 1 and 3 of these
instructions, together with your personal or business check as described
in
paragraph 2 to:
|
East
Coast Ethanol, LLC
|
|
0000
Xxxxxxxx Xxxx Xxxx Xxxxxx Xxx 0000
|
|
Xxxxxxxx,
Xxxxx Xxxxxxxx 00000
|
If
you
intend to wire transfer funds rather than provide a check for your subscription
amount, please contact East Coast directly for wire transfer
instructions.
If
you
are subscribing after we have released funds from escrow and we accept your
investment, your funds will be immediately at-risk as described in the
Prospectus. East Coast may, in its sole discretion, reject or accept any
part or
all of your subscription. If East Coast rejects your subscription, your
Subscription Agreement and investment will be returned to you promptly, plus
any
nominal interest. East Coast 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 either of our officers/directors listed below or
to
East Coast at
(000)
000-0000.
|
NAME
|
POSITION
|
PHONE
NUMBER
|
||
|
Xxxxxxx
Xxxx Xxxxxx
|
President/CEO
& Director
|
000-000-0000
|
||
|
D.
Xxxxx Xxxxxxx
|
Vice
President/Operations & Director
|
000-000-0000
|
||
|
Xxxx
X. Xxxx
|
Treasurer/Chief
Financial Officer & Director
|
000-000-0000
|
||
|
Xxxx
Xxxxxx Xxxxx Xx.
|
Director
|
000-000-0000
|
||
|
Xxxxxx
X. Xxxxxxxx III
|
Corporate
Secretary/Director
|
000-000-0000
|
||
|
Xxxxx
Xxxxxx
|
Director
|
000-000-0000
|
||
|
Xxx
Xxxxxxxx Xxxxx III
|
Director
|
000-000-0000
|
||
|
Xxxxxxx
Xxxxxx
|
Director
|
000-000-0000
|
||
|
Xxxxxx
XxXxxx, Xx.
|
Director
|
000-000-0000
|
E. Additional
Subscriber Information. Subscriber,
named above, certifies the following under penalties of
perjury:
3
|
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.
|
|
o
|
Individual
|
|
o
|
Joint
Tenants with Right of Survivorship (Both signatures must appear
on page
7.)
|
|
o
|
Corporation,
Limited Liability Company or Partnership (Corporate Resolutions,
Operating
Agreement or Partnership Agreement must be
enclosed.)
|
|
o
|
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, and/or subject to backup withholding.
All individual subscribers should provide their Social Security
Numbers.
Trusts should provide the trust's taxpayer identification number.
Custodians should provide the minor's Social Security Number. Other
entities should provide the entity's 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 resident 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.
Investors (except North Carolina residents) cannot invest in East
Coast
unless they meet one of the following suitability tests (a or b)
set forth
below. Residents of North Carolina cannot invest in East Coast
unless they
meet one of the following suitability tests (c or d) set forth
below.
Please review the suitability tests and check the box next to the
following suitability test that you meet. For husbands and wives
purchasing jointly, the tests below will be applied on a joint
basis.
|
4
|
For
investors except residents of North
Carolina:
|
|
a. ¨
|
I
(We) have annual income from whatever source of at least $45,000
and
a
net worth of at least $45,000, exclusive of home, furnishings and
automobiles; or
|
|
b. ¨
|
I
(We) have a net worth of $150,000, exclusive of home, home furnishings,
and automobiles.
|
For
North Carolina residents only:
|
c. ¨
|
I
(We) have net worth of at least $70,000 exclusive of home, home
furnishings, and automobiles, and
minimum annual gross income of $70,000;
or
|
|
d. ¨
|
I
(We) have a net worth of $250,000, exclusive of home, home furnishings,
and automobiles.
|
|
6.
|
Subscriber's
Representations and Warranties.
You must certify your representations and warranties by placing
your
initials where indicated and by signing and dating this Subscription
Agreement. Joint
subscribers are also required to initial and sign as
indicated.
|
(Initial
here) (Joint initials) By signing below the subscriber represents and warrants
to East Coast that he, she or it:
| ____ | ____ |
a.
has received a copy of East Coast's Prospectus dated [DATE OF
EFFECTIVENESS] and the exhibits thereto or has received notice
that this
sale has been made pursuant to a registration statement in which
a final
prospectus would have been required to have been delivered in
the absence
of Rule 172;
|
||
| ____ | ____ |
b.
has been informed that the units of East Coast are offered and
sold in
reliance upon a federal securities registration; state registrations
in
Florida, Maryland, New York, South Carolina, North Carolina,
Virginia and
Georgia; and exemptions from securities registrations in various
other
states and jurisdictions, and understands that the units to be
issued
pursuant to this subscription agreement can only be sold to a
person
meeting requirements of suitability;
|
||
| ____ | ____ |
c.
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 Florida, Maryland, New York, South Carolina,
North
Carolina, Virginia and Georgia and that East Coast is relying
in part upon
the representations of the undersigned Subscriber contained
herein;
|
||
| ____ | ____ |
d.
has been informed that the securities subscribed for have not
been
approved or disapproved by the SEC, or the Florida, Maryland,
New York,
South Carolina, North Carolina, Virginia and Georgia Securities
Departments or any other regulatory authority, nor has any regulatory
authority passed upon the accuracy or adequacy of the
Prospectus;
|
||
| ____ | ____ |
e.
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;
|
||
| ____ | ____ |
f.
understands that there is no present market for East Coast'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;
|
||
| ____ | ____ |
g.
has been encouraged to seek the advice of his legal counsel and
accountants or other financial advisers with respect to investor-specific
tax and/or other considerations relating to the purchase and
ownership of
units;
|
5
| ____ | ____ |
h.
has received a copy of the East Coast Operating Agreement, dated
July 27,
2007, and understands that upon closing the escrow by East Coast,
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 certain tax and securities laws along with restrictions
in
the East Coast 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 tax and securities laws;
|
||
| ____ | ____ |
j.
meets the suitability test marked in Item E.5 above and is capable
of
bearing the economic risk of this investment, including the possible
total
loss of the investment;
|
||
| ____ | ____ |
k.
understands that East Coast 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 East
Coast in
their sole discretion:
|
THE
TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS DOCUMENT 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, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING
AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.
THE
UNITS
REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED
IN ABSENCE OF 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.
understands that, to enforce the above legend, East Coast 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.
may not transfer or assign this Subscription Agreement, or any
of the
subscriber's interest herein without the prior written consent
of East
Coast;
|
||
| ____ | ____ |
n.
has written his, her, or its correct taxpayer identification
number under
Item E.2 on this Subscription Agreement;
|
||
| ____ | ____ |
o.
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 (o)
should be
crossed out if the backup withholding box in Item E.2 is checked);
and
|
6
| ____
|
____ |
p.
understands that execution of the attached Promissory Note will
allow East
Coast or its assigns to pursue the obligor for payment of the
amount due
thereon by any legal means, including, but not limited to, acquisition
of
a judgment against the obligor in the event that the subscriber
defaults
on that Promissory Note.
|
| 7. |
Form
W-9 or Form W-8BEN.
Please provide a completed copy of IRS Form W-9, Request for
Taxpayer
Identification Number and Certification for U.S. persons or
IRS Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for
United States Tax Withholding for non U.S. persons.
|
|
Date: ________________________________________
|
||
|
Individuals:
|
Entities:
|
|
| _______________________________ | __________________________________ | |
|
Name
of Individual Subscriber (Please Print)
|
Name
of Entity (Please Print)
|
|
| _______________________________ | __________________________________ | |
|
Signature
of Individual
|
Print
Name and Title of Officer
|
|
| _______________________________ | __________________________________ | |
|
Name
of Joint Individual Subscriber (Please Print)
|
Signature
of Officer
|
|
| _______________________________ | ||
|
Signature
of Joint Individual Subscriber
|
ACCEPTANCE
OF SUBSCRIPTION BY EAST COAST ETHANOL, LLC:
East
Coast Ethanol, LLC hereby accepts Subscriber's subscription for _____
units.
Dated
this ___
day of
_________________________ ,
200 __.
|
EAST
COAST ETHANOL, LLC
|
|
By: ___________________________________________
|
|
Its: ___________________________________________
|
7
PROMISSORY
NOTE
Date
of
Subscription Agreement: ___________________________________, 200_.
$15,000
per Unit
Minimum
Investment of 1 Unit ($15,000); Units Sold in 1/3 Unit Increments Thereafter
($5,000 each)
| ____________________ |
Number
of Units Subscribed
|
|
| ____________________ |
Total
Purchase Price ($15,000 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 East Coast
Ethanol, LLC, a Delaware limited liability company ("East Coast"), at its
principal office located at 0000 Xxxxxxxx Xxxx Post Office Xxx 0000, Xxxxxxxx,
Xxxxx Xxxxxxxx 00000, or at such other place as required by East Coast, the
Principal Balance set forth above in one lump sum to be paid without interest
within 20 days following the call of the East Coast 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
full recourse Promissory Note shall be immediately due and payable in full
with
interest at the rate of 12% per annum from the due date and any amounts
previously paid in relation to the obligation evidenced by this Promissory
Note
may be forfeited at the discretion of East Coast.
The
undersigned agrees to pay to East Coast 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 South Carolina.
The
provisions of this Promissory Note shall inure to the benefit of East Coast
and
its successors and assigns, which expressly reserves the right to pursue
the
undersigned for payment of the amount due thereon by any legal means in the
event that the undersigned defaults on obligations provided in this Promissory
Note.
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/DEBTOR:
|
JOINT
OBLIGOR/DEBTOR:
|
|
| _______________________________________ | ____________________________________________ | |
|
Printed
or Typed Name of Obligor
|
Printed
or Typed Name of Joint Obligor
|
|
|
By:
__________________________________________
|
By:________________________________________________
|
|
|
(Signature)
|
(Signature)
|
|
| _______________________________________ | ||
|
Officer
Title if Obligor is an Entity
|
||
| _______________________________________ | ||
| _______________________________________ | ||
|
Address
of Obligor
|
8
Exhibit
A
MEMBERS
SIGNATURE PAGE
ADDENDA
TO
THE
OPERATING
AGREEMENT OF
EAST
COAST ETHANOL, LLC
The
undersigned does hereby represent and warrant that the undersigned, as a
condition to becoming a Member of East Coast Ethanol, LLC, has received a
copy
of the Operating Agreement of East Coast Ethanol, LLC (“Operating Agreement”),
dated July 27, 2007, 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
Operating Agreement from and after the date of execution hereof.
|
Entities
|
||
| _______________________________________ | ____________________________________________ | |
|
Name
of Individual Member (Please Print)
|
Name
of Entity (Please Print)
|
|
| _______________________________________ | ____________________________________________ | |
|
Signature
of Individual
|
Print
Name and Title of Officer
|
|
| _______________________________________ | ____________________________________________ | |
|
Name
of Joint Individual Member (Please Print)
|
Signature
of Officer
|
|
| _______________________________________ | ||
|
Signature
of Joint Individual Member
|
||
|
Agreed
and accepted on behalf of the
|
||
|
Company
and its Members:
|
||
|
EAST
COAST ETHANOL, LLC
|
||
|
BY:______________________________________________
|
||
|
ITS:______________________________________________
|
9
