SUBSCRIPTION AGREEMENT
TAMARACK LENDERS CORPORATION
9 1/2% NOTES
12% NOTES
The investor signatory hereto ("Subscriber") represents, warrants,
acknowledges and agrees as follows:
1. Subscriber hereby subscribes for the principal amount of Notes (the
"Note") issued by Tamarack Lenders Corporation ("Issuer"), as specified on
page 3 hereof, encloses and hereby tenders the amount set forth on the
reverse side hereof ($10,000 minimum), as full payment for the Note for which
he is subscribing, and hereby agrees, subject to the Issuer's acceptance of
his subscription, to become a Noteholder in an amount equal to the amount
tendered. Subscriber agrees that he may not revoke, cancel, terminate or
withdraw his subscription or this Subscription Agreement without the prior
written consent of the Issuer, and acknowledges that the Issuer may reject
his subscription for any reason whatsoever.
2. Subscriber hereby acknowledges receipt of a copy of the current
prospectus for the offering and sale of the Notes ("Prospectus") and
understands that the Note being acquired will be governed by the terms of the
Indenture referenced in such Prospectus and such other documents as may be
referenced therein. Subscriber further understands and agrees that, following
Issuer's acceptance of his subscription, he shall receive a Note which shall
evidence his status as a Noteholder of Issuer, such Note to be in the form
specified in the Indenture. The information set forth in the remainder of
this document is true and accurate and Subscriber has proper authority to
execute this Subscription Agreement and make this investment.
3. Subscriber hereby represents that this purchase is made for the
Subscriber's own account and not with a view toward distribution. Subscriber
understands that it is not anticipated that an active market will ever
develop for the Notes, and that accordingly it may be impossible for
Subscriber to liquidate his investment in the Note, even in the event of an
emergency. Any transfer of the Note must comply with the requirements of the
Prospectus, the Note and with any additional requirements imposed by law or
by any governmental authorities.
4. TAX REPRESENTATIONS: Under penalties of perjury, I certify that (i) the
number shown on this form is my correct taxpayer identification number, and
(ii) that I am not subject to backup withholding because (A) I have not been
notified that I am subject to backup withholding as a result of a failure to
report all interest or dividends or (B) the Internal Revenue Service has
notified me that I am no longer subject to backup withholding. Under
penalties of perjury, I certify that I am not a resident alien individual, a
foreign partnership, a foreign corporation, or a foreign estate or trust,
which would be a foreign person within the meaning of Sections 1441, 1446 and
7701(a) of the Internal Revenue Code of 1986, as amended, and that I will
notify the Issuer before a change in my foreign status.
5. SUITABILITY. The subscriber represents that he/she/it has either (a) an
annual gross income of at least $45,000 and a net worth of at least $45,000
exclusive of the subscriber's principal residence and its furnishings and
personal use automobiles; or (b) a net worth of at least $150,000, exclusive
of the subscriber's principal residence and its furnishings and personal use
automobiles. If a subscriber is a fiduciary account, the subscriber
represents that the foregoing standards are met by the beneficiary, the
fiduciary account, or by the donor or grantor who directly or indirectly
supplies the funds to purchase the securities if the donor or grantor is the
fiduciary.
The capitalized terms used have the meanings assigned to them in the
Prospectus unless the context otherwise requires.
SUBSCRIPTION INSTRUCTIONS
1. Complete all items and sign and date this Subscription Agreement in the
places indicated. Subscribers should use full names (not initials). If you
have previously subscribed for a Note in this offering and wish to subscribe
for an additional Note, please check the appropriate box and complete the
entire Subscription Agreement. NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED
UNLESS FULLY COMPLETED AND ACCOMPANIED BY THE APPROPRIATE PAYMENT.
2. Make your subscription check payable to "_______________ Bank, as Escrow
Agent," for the amount entered under "Amount Enclosed" in the Subscription
Agreement. After the escrowed funds have been released, subscription checks
should be made payable to "Tamarack Lenders Corporation".
3. Mail or deliver your signed Subscription Agreement and your check to
your Registered Representative.
4. Registered Representatives: Please forward signed Subscription
Agreements and checks to Tamarack Lenders Corporation, 000 Xxxx Xxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000.
The following signature and other documentation requirements have been
established for the following forms of ownership of the Notes:
CORPORATION: The signature(s) of an officer(s) authorized to sign on
behalf of the corporation is(are ) required.
PARTNERSHIP: Specify whether the subscriber is a general or limited
partnership. If it is a general partnership, the signatures of all partners are
required. If it is a limited partnership, the signatures of all general
partners are required.
TRUST: The Subscription Agreement must be signed by the trustee.
UNIFORM GIFTS TO MINORS ACT: The required signature is that of the
custodian, not of the parent (unless the parent has been designated as the
custodian). Only one child is permitted in each investment under the Uniform
Gifts to Minors Act. Different requirements may apply in your state. Please
consult your attorney for information regarding these requirements.
Amount Subscribed and Class of Notes Note Number: ________________
$10,000 Minimum R/R:_________________________
(issuer use only)
9-1/2 % notes, 1 year maturity _________ Check here if subscriber has previously
subscribed to THIS offering.
12 % notes, 5 year maturity _________ Yes ____ No ____
PLEASE PRINT OR TYPE EXCEPT FOR SIGNATURES
1. INVESTOR 2. SPOUSE
Full Name: ___________________________ ________________________________
Address: _____________________________ ________________________________
City: _____________________________ ________________________________
State/Zip:___ _______ Phone: _________ State/Zip:___ ______ Phone: _________
SS# _________ Date of Birth __________ SS# _________ Date of Birth __________
US Citizen? Y N Country: __________ US Citizen? Y N Country: __________
Persons who reside in foreign countries, including U.S. citizens and
non-resident aliens, are not permitted to invest in notes.
ONLY PARTNERSHIPS AND CORPORATIONS NEED TO ANSWER QUESTION 7
7. If the investment will be in the name of a partnership or corporation,
answer the following:
Type of Entity:________________ Date of Formation:________________
IRS Employer Identification Number:________________
Number of Shareholders or Partners:______ Net Worth: $__________
Net Income For: Last fiscal year: $__________ Current fiscal year
(projected): $__________
NOTE: IF A CORPORATION, THE OFFICER OF THE CORPORATION WHO WILL BE
RESPONSIBLE FOR MAKING THE DECISION TO PURCHASE MUST COMPLETE THE SUBSCRIPTION
AGREEMENT.
NOTE: IF A PARTNERSHIP, THE PARTNER WHO WILL BE RESPONSIBLE FOR MAKING
THE DECISION TO PURCHASE MUST COMPLETE THE SUBSCRIPTION AGREEMENT.
ONLY TRUSTS, PENSION OR PROFIT SHARING PLANS, OR XXX OR XXXXX INVESTMENTS
NEED TO ANSWER QUESTION 8.
8. (a) Are you a Trustee of the Trust, Pension or Profit Sharing Plan?
Yes ( ) No ( )
1) If YES, set forth the type of Plan or Trust proposing to invest:
__________________
2) If YES, set forth the state of residency of all Beneficiaries of
the Plan or Trust: _________________
3) If YES, set forth the state of residency of all Trustees of the
Plan or Trust: _________________
b) Please identify the person(s) with investment control over the Plan
or Trust assets, and such person's(s') state of residence: _____________________
c) Please identify the person(s) responsible for the ministerial or
custodial duties of administering the Plan or Trust and such person(s) state
of residence: _____________________
d) If your investment is intended to be placed in an XXX or XXXXX
account, please identify the person(s) with investment control over the
account's assets and such person(s) state of residence: ____________________
e) If the investment is intended to be placed in an XXX or XXXXX account,
please identify the person(s) with ministerial or custodial duties over the
account and such person(s) state of residence: _____________________
f) Number of Beneficiaries: ___________________
g) Net worth: $__________ Gross Income: $__________
9. Ownership - Check One: (Refer to the signature requirements and
instructions below)
_____ Individual _____Trust
_____ Joint Tenant with right of survivorship _____ XXX
_____ Tenants in common _____ Xxxxx Plan
_____ Custodian-UGMA _____ Pension or Profit
_____ Corporation _____ Other __________________
_____ Partnership: Gen__ Lim__
REPRESENTATIONS AND WARRANTIES; COVENANTS; SIGNATURES
I understand that the Corporation will be relying on the accuracy and
completeness of my response to the foregoing questions, and I represent and
warrant to the Corporation that (i) the answers to the above questions are
complete and correct and may be relied upon by the Corporation in determining
compliance with the Act and (ii) I am able to bear the economic risk of the
investment, and at the present time and under reasonable foreseeable
circumstances, I could afford a complete loss of such investment. I agree to
provide further documentation and provide additional information to
supplement and explain the subject matter hereof as requested from time to
time by Corporation. Further, I agree to update the information provided by
me herein as requested from time to time by the Corporation.
10. REQUIRED SIGNATURES
Signature must be identical to subscriber name. Subscribers must sign the
Subscription Agreement; Purchaser Representatives and investment advisors
may not sign on behalf of subscriber.
INDIVIDUAL INVESTOR: Date: _______________
___________________________________ ___________________________________
Signature of Investor Printed Name of Investor
___________________________________ ___________________________________
Signature of Co-Investor Printed Name of Co-Investor
ENTITY INVESTOR: ___________________________ Date: _______________
Printed Name of Entity
___________________________________ _______________________________________
Signature of Authorized Person Printed Name and Title of
Authorized Person
BROKER / DEALER: Date:____________
REGISTERED REPRESENTATIVE STATEMENT - I hereby represent on recommending the
purchase of Tamarack Lenders Corporation Notes that I, the Registered
Representative, have responsible grounds to believe that the investment is
suitable for the subscriber based upon the information available to me as
conveyed by the subscriber or his/her agent.
___________________________________ _____________________________________
Signature of Registered Print Name of Registered
Representative Representative
___________________________________ ______________________________________
Signature of Designated Officer Print Name of Designated Officer
