Subscription to LLC Interest Long Form
The undersigned hereby subscribes for _______ [% or number] of membership interest in a limited liability company organized under the laws of the State of _______, known as ___ LLC, and agrees to pay for the interests in cash in the amount of $ _______ upon acceptance by the LLC's management of this subscription and call for payment thereof. Certificates for the interests shall be issued to the undersigned, in a manner designated by the LLC, as fully paid and non-assessable. The undersigned represents and warrants as follows: 1. The undersigned has been given the opportunity to review (and to have the undersigned's attorney, accountant, and/or financial advisor review) a copy of the LLC's articles of organization, proposed operating agreement, proposed employment contracts, proposed lease, proposed use of the proceeds to be derived from this and contemporaneous subscriptions, and [add any additional relevant documents]. 2. The undersigned has been given the opportunity by all of the proposed officers and the initial directors of the LLC to ask questions concerning their backgrounds and experience, concerning the business in which the LLC intends to engage, concerning the company's business plan, and concerning the LLC's financial condition, and that the undersigned has no further questions at this time. 3. The undersigned understands the special risks of an investment in the LLC's ownership interest, in particular, those special risks due to the company's lack of operating history, due to the experience of its proposed managers and due to the highly competitive nature of the LLC's business, and due to its limited capitalization. 4. The undersigned understands that the membership interests have not been registered under the Securities Act of 1933, as amended, or under any state securities law. The undersigned understands that he/she is acquiring no right to require such registration in the future. 5. The undersigned is able to bear the economic risk of this investment. 6. The undersigned is purchasing the membership interests without expectation, desire, or need for resale. 7. The undersigned is acquiring the membership interests for the undersigned's own account, and not with the view toward resale, distribution, subdivision, or fractionalization. 8. The undersigned understands that the right to transfer the membership interests [will][may] be severely restricted by the LLC's operating agreement, the Securities Act of 1933, as amended, and relevant state securities laws. 9. The undersigned has been advised that he/she is not being represented in this transaction by the LLC's attorneys and that the undersigned has been strongly advised to seek separate legal counsel for advice in this transaction. Dated this ___ day of __________, 200_:
__________________________________ SIGNATURE OF SUBSCRIBER __________________________________ PRINTED NAME OF SUBSCRIBER __________________________________ STREET ADDRESS __________________________________ CITY STATE ZIP __________________________________ SIGNATURE OF SPOUSE (if purchasing jointly) __________________________________ PRINTED NAME OF SPOUSE (if applicable) ACCEPTED BY: [LLC] by:___________________________ [Member/Manager] _____________ Date