SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

 

 

 

 

The Company wishes to sell to Subscriber and Subscriber wishes to purchase, upon the terms and subject to the conditions set forth herein, Class A Units (the “Units”) representing membership interests in the Company, as described in detail in the Company’s Operating Agreement (as hereinafter defined).

 

NOW THEREFORE, in consideration of the terms and conditions set forth below, the parties hereto agree as follows:

 

1.           Purchase of Units.  Subscriber hereby subscribes to purchase the number of Units as indicated on the Subscriber’s signature page attached hereto at the purchase price for the Units (the “Purchase Price”) set forth thereon.  The Purchase Price shall be due and payable on the date hereof.  The failure of the Subscriber to pay the entire Purchase Price as and when due shall result in the forfeiture of the Units as described in the Operating Agreement.  Payment of the Purchase Price for the Units must be paid by check or wire transfer to the Company in accordance with the instructions on the Payment Instructions page attached hereto.  The Subscriber agrees to purchase the Units on the date hereof upon acceptance by the Company.  Upon the purchase, the Subscriber will receive the number of Units purchased and the Subscriber’s Operating Agreement Signature Page, enclosed herewith, shall become part of the Operating Agreement.  Subject to the review by the Company of the Investor Questionnaire attached hereto (the “Questionnaire”) and final acceptance of the Purchase Price, the Company shall issue and deliver to the Subscriber the Units.  The Subscriber’s purchase of Units is subject to the Company’s Operating Agreement of even date herewith (“Operating Agreement”).  The Subscriber acknowledges that the Units are uncertificated.

 

2.           Representations of Subscriber.  The offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), by virtue of Section 3(b) of the Act and the provisions of Regulation D promulgated thereunder. In furtherance thereof and as a material inducement to the Company to enter into this Agreement and to close the transactions contemplated hereby, the Subscriber hereby represents and warrants to the Company as follows (the Subscriber must initial each of the spaces provided):

 

 

4.           Indemnification.  The Subscriber acknowledges that it understands the meaning and legal consequences of the representations, warranties, and agreements contained herein, that the Company is relying on the accuracy of the representations, warranties, and agreements by the Subscriber as contained herein, and that it would not be permitted to purchase any Units if any representation or warranty were known to be false.  Accordingly, the undersigned hereby agrees to indemnify and hold harmless the Company and its Members from and against any and all loss, damage, liability, cost, or expense due to or arising out of a breach of any representation, warranty, or agreement of the undersigned contained in this Subscription Agreement.

 

 

5.           Subscriber’s Access to Information.  The Company will answer all inquiries from Subscriber (and Subscriber’s investment advisors and purchaser representatives) concerning the Company and any other matters relating to the proposed operations of the Company and the offering and sale of Units.  The Company will afford Subscriber the opportunity to obtain any additional information (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense) necessary or advisable to verify the accuracy of any information set forth in this Agreement, or relating to this investment.

 

6.           Miscellaneous.

 

 

Firebird Ventures, LLC

247 West 30th Street, Floor 11

New York, New York 10001

Attention:  Mr. Jarret Prussin

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this ___ day of April, 2010.

 

 

FIREBIRD VENTURES, LLC

 

PAYMENT INSTRUCTIONS

Payment can be made by one of the following methods:

1.           Check:

Firebird Ventures, LLC

247 West 30th Street, Floor 11

New York, New York 10001

Attention: Jarret Prussin

OR

2.           Wire Transfer:

ABA Routing No.:	021000322
Account Number:	483020807198
Account Name:	Firebird Ventures, LLC

 

(b)         If the Subscriber is a natural person (i.e., an individual), please answer questions 1-3 of this subparagraph (b):

(c)         If the Subscriber is not a natural person (i.e., a corporation, partnership, a limited liability company, trust or other entity), please indicate with an “X” the manner in which such entity qualifies as an "accredited investor" pursuant to Regulation D promulgated under the Act:

 

(e)        If the subscriber is an accredited investor for the reason described in (c)(8)(C) above, a separate Investor Questionnaire must be submitted for each person making investment decisions for the Subscriber.

 

(d)        The Subscriber was not organized or reorganized (as interpreted under the Investment Company Act) for the purpose of acquiring the Units.

 

x	A citizen or resident under the jurisdiction of the United States.
x	Not a citizen or resident under the jurisdiction of the United States.

 

A citizen or resident under the jurisdiction of the United States means: (i) any United States citizen or a resident of the United States of America (as defined for the purposes of the federal income tax laws of the United States); (ii) any corporation, partnership, trust or other legal entity organized or created under the laws of any United States jurisdiction; or (iii) any organization or entity controlled, directly or indirectly, by a person or persons described in (i) or (ii) or of which such person or persons described in (i) or (ii) are known to be the owners, directly or indirectly, of a majority of the beneficial interests therein.

 

The Subscriber hereby represents and warrants that all of the answers, statements and information set forth in Parts I, II and III of this Investor Questionnaire are true and correct on the date hereof and will be true and correct as of the date; if any, the Subscription Agreement to which this Investor Questionnaire is attached is accepted by the Company.  The Subscriber hereby agrees to provide such additional information as requested by the Company.

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