Form of Subscription Agreement

Contract Categories: Business Finance - Subscription Agreements
EX-4.5 2 a1m1subscriptionagreemen.htm EXHIBIT 4.5 - FORM OF SUBSCRIPTION AGREEMENT a1m1subscriptionagreemen
Subscription A PUBLICLY TRADED COMPANY (NYSE: APTS) Agreement Payment Instructions: Make all ch ecks payable to “UMB BANK Escrow Agent for PAC A.1 or SECTION 1 : INVESTMENT M.1 To wire funds, see instruction on Page 5 Preferred Apartment Communities, Inc., is selling up to a maximum of 1,000,000 shares in connection with this offering (the ‘‘Offering’’). Each Preferred Share will be sold at a public offering price of $1,000 per Share and will not be certificated. This agreement is to be completed by the individual at the broker-dealer who will be signing the subscription agreement. ALL sections MUST be completed and legible. Write/Type “N/A” in the sections that are not applicable. Share Selection (Choose One) A.1 M.1 Number of shares purchased: Check here if additional purchase and complete Purchase price per unit: $ the investor information in section 3 : Aggregate purchase price: $ Account #: Minimum initial investment of at least $5,000. No fractional (if applicable) shares will be issued. SECTION 2 : ACCOUNT TYPE Check one Box Only ACCOUNT TYPE ADDITIONAL REQUIRED DOCUMENTATION Individual TOD If TOD, Transfer on Death form Joint Tenants WROS Tenants in Common TOD If TOD, Transfer on Death form Community Property Trust Trustee Certification form or trust documents Documents evidencing individuals authorized to act Estate on behalf of estate Custodial UGMA: State of UTMA: State of None. Corporation C Corp S Corp Articles of Incorporation or Corporate Resolution LLC LLC Operating Agreement or LLC Resolution Partnership Certification of Powers or Certificare of Partnership Limited Partnership Formation document or other document Non-Profit Organization evidencing authorized signers Profit Sharing Plan Defined Benefit Plan Pages of plan document that list plan name, date, trustee KEOGH Plan name(s) and signatures For Inherited IRA indicate Decedent’s name: Traditional IRA SEP IRA ROTH IRA * Complete Custodial Ownership below Simple IRA Inherited/Beneficial IRA Other (Specify) CUSTODIAL OWNERSHIP: For All Qualified Accounts THIRD PARTY ADMINISTERED CUSTODIAL PLAN - (New IRA accounts will require an additional application) CUSTODIAN INFORMATION (To be completed by Custodian above) Custodian Tax ID#: Name of Custodian: Custodian Account#: Mailing Address: Custodian Phone#: City, State, ZIP: For help completing this form, please call Investor Services at ###-###-#### 1/5 PREFERRED APARTMENT COMMUNITIES | A.1 and M.1 SUBSCRIPTION AGREEMENT

SECTION 3 : INVESTOR INFORMATION Please print name(s) in which Shares are to be registered. A. INVESTOR/TRUSTEE B. CO-INVESTOR/CO-TRUSTEE First Name: First Name: Middle Name: Middle Name: Last Name: Last Name: Tax ID or SS#: Tax ID or SS#: Street Address: Street Address: City: City: State: State: ZIP: ZIP: Daytime Phone# Daytime Phone# Email address: Email address: Date of Birth: Date of Birth: Employer: Employer: Retired: Retired: If Non-U.S. Citizen, If Non-U.S. Citizen, specify Country specify Country of Citizenship: of Citizenship: C. TRUST/CORPORATION/PARTNERSHIP/OTHER Trustee’s information must be provided in Sections 3A and 3B Entity Name/ Title of Trust Date of Trust: Tax ID #: D. GOVERNMENT ID (FOREIGN CITIZENS ONLY) Identification documents must have a reference number and photo. Please attach photocopy. PLACE OF BIRTH City: State/Province: Country: IMMIGRATION STATUS U.S Driver’s INS Permanent Foreign National Employee Passport Passport License Resident Alien Identity Documents Authorization without U.S. with U.S. Card Document Visa Visa Bank Name: Account#: Bank Address: Number for the document Bank Phone#: Country of Issuance: checked above: For help completing this form, please call Investor Services at ###-###-#### 2/5 PREFERRED APARTMENT COMMUNITIES | A.1 and M.1 SUBSCRIPTION AGREEMENT

Select only one; if nothing is marked the distributions will default to Mail Check SECTION 4 : DISTRIBUTIONS (to the Address of Record) Complete this section to elect how to receive your dividend distributions. IRA accounts may not direct distributions without the custodian’s approval. I hereby subscribe for Shares of Preferred Apartment Communities, Inc. and elect the distribution option indicated below: For Custodial Accounts Qualified (IRA) all distributions will be sent via check directly to the Custodian as listed in Section 2 For Non-Custodial Or Non-qualified Firm/Platform Accounts. Please choose one option: Mail Check (to the Address of Record) Direct via ACH Deposit Please attach a Mail Check to clearing firm/ pre-printed voided check (Non-Custodian financial institution listed Investors only) & sign authorization below & sign authorization I authorize Preferred Apartment Communities, Inc. or its agent to deposit my distribution/dividend to my brokerage checking or savings account. This authority will remain in force until I notify Preferred Apartment Communities, Inc. in writing to cancel. If Preferred Apartment Communities, Inc. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit. Name/Entity Name/ Financial Mailing Address: Institution: City: State: ZIP: Phone #: Checking Savings Your Account#: ABA/Routing#: Account Account Brokerage Account Owner Signature Co-Owner Signature (if applicable) Date: Date: Please Attach Copy Of Voided Check To This Form If Funds Are To Be Sent To A Bank * The above services cannot be established without a pre-printed voided check. For electronic funds transfers, signatures of bank account owners are required exactly as they appear on the bank records. If the registration at the bank differs from that on this Subscription Agreement, all parties must sign below. Bobby Bankrate 1111 123 Bankrate Boulevard New York, NY 10001 ###-###-#### Date: Attach Check Pay to the order of: $ Contains Security Features. Details Here DOLLARS on Back Generic Bank and Trust Memo: |:123456789 |:10987654321 |:1111 Routing Account Check Number Number Number For help completing this form, please call Investor Services at ###-###-#### 3/5 PREFERRED APARTMENT COMMUNITIES | A.1 and M.1 SUBSCRIPTION AGREEMENT

SECTION 5 : SUBSCRIBER ACKNOWLEDGMENTS AND SIGNATURES The undersigned hereby confirms this agreement to purchase the shares on the terms and conditions set forth herein and acknowledges and/or r epresents (or in the case of fiduciary accounts, the person authorized to sign on such subscriber’s behalf) the f ollowing: (you must initial each o f the representations below) I have received, read and understand the Registration Statement (Registration No. XXXXXXXXX), as (a) Owner Co-Owner modified or amended, including the related Prospectus and annual and periodic reports filed with the SEC (incorporated by reference into the registration statement and prospectus) wherein the terms, conditions and risks of the offering are described and agree to be bound by the terms and conditions. I am purchasing Shares for my/our own account. (b) I am in compliance with the USA PATRIOT Act and not on any governmental authority watch list. (c) Form W-9: I HEREBY CERTIFY under penalty of perjury, I certify that: (i) that the taxpayer identification number shown on the Subscription is correct (ii) that I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (iii) I am a U.S. citizen or other U.S. person (including a U.S. resident alien). (iv) The FATCA code(s) entered on this for (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions: You must cross out item (ii) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Owner Signature Co-Owner Signature (if applicable) Date: Date: Signature of Custodian(s) or Trustee(s) (if applicable). Current Custodian must sign if investment is for an IRA Account Authorized Signature Date: (Custodian or Trustee) Once your account is established go to and sign up for electronic communication and you’ll help us save trees by reducing paper. WE INTEND TO ASSERT THE FOREGOING REPRESENTATIONS AS A DEFENSE IN ANY SUBSEQUENT LITIGATION WHERE SUCH ASSERTION WOULD BE RELEVANT. WE HAVE THE RIGHT TO ACCEPT OR REJECT THIS SUBSCRIPTION IN WHOLE OR IN PART, SO LONG AS SUCH PARTIAL ACCEPTANCE OR REJECTION DOES NOT RESULT IN AN INVESTMENT OF LESS THAN THE MINIMUM AMOUNT SPECIFIED IN THE PROSPECTUS. AS USED ABOVE, THE SINGULAR INCLUDES THE PLURAL IN ALL RESPECTS IF SHARES ARE BEING AC QUIRED BY MORE THAN ONE PERS ON. THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. By executing this Subscription Agreement, the subscriber is not waiving any rights under federal or state law. For help completing this form, please call Investor Services at ###-###-#### 4/5 PREFERRED APARTMENT COMMUNITIES | A.1 and M.1 SUBSCRIPTION AGREEMENT

SECTION 6 : FINANCIAL ADVISOR INFORMATION All fields must be completed The Financial Advisor must sign below to complet e order. The Fi nancial Advisor hereby represents and warrants that he/she is dul y licensed and may lawfully sel l shares of Preferred Ap artment Communities, Inc. Broker Dealer/RIA: Financial Advisor Name: Mailing Address: City: State: Zip: Email Address: Business Phone# Fax#: Financial Advisor Broker-Dealer CRD#: Advisor#: CRD: M.1 Only - RIA Submission Check this box to indicate whether submission is made through the Registered Investment Avdisor (RIA) in its capacity as the RIA and not in its capacity as a Registered Representative of a Broker-Dealer. If applicable, whose agreement with the subscriber includes a fixed or "wrap" fee feature for advisory and related brokerage services. I understand that by checking the above box, I will not receive a selling commission. The undersigned further represents and certifies that in connection with the subscription for M.1, he/see has compiled with and has followed all applicable policies and procedures under his firm's exisiting Anti-Money Laundering Program and Customer Identification Program. Financial Advisor Branch Manager and /or Signature: RIA Signature: Date: Date: SECTION 7 : PAYMENT INSTRUCTIONS SUBMISSION: Mail the ORIGINAL documents, along with your check payable to ‘‘UMB Bank Escrow Agent for PAC A.1 and M.1 to the address below. To wire funds, see instructions below. CHECKS & DOCUMENTS INSTRUCTIONS Make Checks Payable to: UMB Bank Escrow Agent for PAC A.1 UMB Bank Escrow Agent for PAC M.1 Note: Cash, Cashier’s checks/official bank che cks in bearer form, foreign checks, money orders, third party checks or traveler’s checks will not be accepted. Mail to: UMB Bank, N.A. Corporate Trust & Escrow Services Attention: Lara Stevens/Mail Stop 1011201 928 Grand, 12th Floor, Kansas City, MO 64106 Phone: (816) 860-3017: Fax ###-###-#### WIRE INSTRUCTIONS UMB Bank, N.A. ABA No: 101000695 Acct No: 980000XXXX Acct Name: Trust Clearance Reference: 145709 - PAC A.1 - [Investor Name] - Attn: Lara Stevens Reference: 145709 - PAC M.1 - [Investor Name] - Attn: Lara Stevens For help completing this form, please call Investor Services at ###-###-#### PREFERRED APARTMENT COMMUNITIES | A.1 and M.1 SUBSCRIPTION AGREEMENT 5/5