Zea Capital Fund LLC Subscription AgreementSubscription Agreement • July 30th, 2010 • Zea Capital Fund LLC • Delaware
ContractPlacement Agent Agreement • July 30th, 2010 • Zea Capital Fund LLC • Iowa
ContractSubscription Agreement • July 30th, 2010 • Zea Capital Fund LLC • Delaware
ContractSales Agent Agreement • July 30th, 2010 • Zea Capital Fund LLC • Iowa
July 30, 2010Zea Capital Fund LLC • July 30th, 2010
We have acted as counsel for Zea Capital Fund, LLC, a Delaware limited liability company (the “Fund”) in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), of a registration statement on Form N-2 (File No. 333-163888) (the “Registration Statement”) relating to the issuance and sale by the Fund of a maximum of 6,400,000 of the Common Units of the Fund (the “Units”) pursuant to a Placement Agent Agreement, dated as of [_________, 2010] (the “Placement Agent Agreement”), between the Fund and you, as Placement Agent. The transactions described in the Transaction Documents (hereinafter defined) are herein collectively referred to as the “Transaction.” Except as otherwise indicated herein, capitalized terms used herein are defined as set forth in the Placement Agent Agreement.
IMPOUND OF FUNDS AGREEMENTImpound of Funds Agreement • July 30th, 2010 • Zea Capital Fund LLC • Iowa
THIS AGREEMENT (the “Agreement”) is entered into as of this 8th day of June, 2010, is by and between ZEA Capital Fund LLC, a Delaware limited liability company (the “Company”), and Cedar Rapids Bank & Trust Company (the “Impound Agent”). The Impound Agent is located at 500 1st Avenue NE Ste 100, Cedar Rapids, IA 52401.
