Subscription Agreement PPO by ltedprosser


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                                       FOR UNITS
      1.    Subscription. The Subscriber (“Subscriber”) hereby subscribes to purchase
_______ Class B Membership Interests (the “Units”) in XYZ Equity Partners , LLC (the
“Company”)        for        an        aggregate        purchase       price       of

        2.     Acceptance of Subscription. The Subscriber understands and agrees that the
Company is offering the Units and has the right, in its absolute and sole discretion, to accept or
reject this Subscription Agreement for any or no reason, and that this Subscription Agreement
shall not be deemed to be accepted until executed by the Company. Subscriber further
understands and agrees that this Subscription Agreement becomes irrevocable once accepted by
the Company.

       3.       Representations and Warranties. The Subscriber represents warrants and agrees as

               (a)    Subscriber hereby acknowledges and agrees that the Units will be issued
in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act
of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder, and that the
Units will not be registered in any state. The Subscriber acknowledges and agrees that reliance by the
Company on this exemption is based, in part, on the Subscriber’s representations and warranties made in
this Subscription Agreement. The Subscriber further acknowledges and agrees that the transfer of the
Units may be restricted or limited as a condition to the availability of such exemption.

                 (b)      The Subscriber is acquiring the Units solely for his, her or its own account and
solely for investment purposes. The Subscriber is not acquiring the Units with the view to, or for resale in
connection with, any distribution of such Units within the meaning of the Securities Act. The Subscriber
does not intend to resell, assign or otherwise dispose of all or any of the Units except as permitted by law,
including, without limitation, any regulations under the Securities Act, and in accordance with the terms
of Section 4 hereof. The Subscriber recognizes that the Units have not been registered with the Securities
and Exchange Commission or with any state securities commission or authority and that the Subscriber
has no contractual right for the registration of the Units under the Securities Act or the securities laws of
any state to permit the same to be resold. The Subscriber understands further that there is not an
established market for the Units and it is not likely that any public market for the Units will develop; that
unless the Units are registered or an exemption from registration is available, the Units must be held by
him, her or it for an indefinite period of time; and that the Subscriber must bear the economic risk of the
investment for such period.

                 (c)    The Subscriber has received a copy of, and has read, is familiar with and
understands, the Private Offering Memorandum (the “Memorandum,”) dated April 15,, 20__, including
all exhibits and attachments thereto; the Memorandum from the Company to Prospective Investors dated
April, 15,20__ entitled “Investment in Class B Units of Membership Interest in XYZ Equity Partners ,
LLC” (the “Memo to Investors”) and the Operating Agreement of the Company distributed April 15,20__
with the Memo to Investors (the “Operating Agreement”) and the Subscriber acknowledges and agrees
that by executing and submitting this Subscription Agreement that the Subscriber is not relying on an
information provided to the Subscriber, whether verbal or written, that is inconsistent with the
information contained in the Memorandum, the Memo to Investors or the Operating Agreement.

                (d)      The Subscriber has been supplied with, or has had access to, all information,
including financial statements and other financial information, of the Company, to which a reasonable
investor would attach significance in making investment decisions, and has had the opportunity to ask
questions of, and receive answers from, knowledgeable individuals concerning the Company and the
Units. In making his, her or its decision to subscribe for the Units, the Subscriber has relied upon his, her
or its independent investigation of the Company.

                 (e)     Subscriber understands that, other than the Memorandum, no offering statement,
prospectus or offering circular containing information with respect to the Company or the Units has been
or is to be prepared, and Subscriber has made its own inquiry and analysis with respect to the Company
and the Units, and has reviewed the Company’s Operating Agreement provided to Subscriber.

              (f)      Subscriber is an “accredited investor” as such term is defined in Regulation D
promulgated under the Securities Act.

                 (g)         Subscriber personally, or together with its purchaser representative, has such
knowledge and experience in financial and business matters to be capable of evaluating the merits and
risks of an investment in the Company and the Units.

                  (h)        Subscriber is financially able to bear the economic risk of this investment, can
afford to hold the Units for an indefinite period and can afford a complete loss of this investment. The
Subscriber represents that his, her or its financial condition, measured by net worth and after-tax income,
is such that this subscription to and interest in the Company is not material when compared to his, her or
its total financial capacity and is not disproportionate to his, her or its net worth. In addition, the
Subscriber has sufficient financial liquidity to afford a complete loss of his, her or its investment in the

                  (i)        The Subscriber recognizes that investing in the Company is speculative and
involves a high degree of risk and the Subscriber has taken full cognizance of and understands all the
risks related to the purchase of the Units. The Subscriber further recognizes that no federal or state
agencies have passed upon this limited offering of the Units or made any finding or determination as to
the fairness of this investment.

                (j)    The Subscriber has had an opportunity to consult his, her or its attorney,
accountant or investment advisor with respect to the investment contemplated hereby and its suitability
for the Subscriber.

                  (k)      The Subscriber, if an individual, is twenty-one years of age or older and is a
native or a naturalized citizen of the United States and is a domiciliary (not a temporary or transient
resident) of the state set forth as the Subscriber’s address on the signature page below and has no intention
of becoming a resident of any other state or jurisdiction.

                  (l)     The Subscriber understands and agrees: (i) that the Company has the right to
accept or reject, in whole or in part, any subscription at any time on or prior to the closing of this offering
(ii) that any subscription shall be deemed to be accepted only when it is signed by the Company and (iii)
that once a subscription is accepted by the Company it is irrevocable.

                  (m)     The Subscriber has received, with respect to the offering of Units, no general or
public solicitation or advertising.

                 (n)      The Subscriber first learned of the offering of the Units in the state set forth as
the Subscriber’s address on the signature page below and intends that the state securities laws of that state
be the only state securities laws that govern this transaction with respect to the Subscriber.

                 (o)     No representations or warranties from, or on behalf of, the Company or their
representatives or agents, have been made to the Subscriber.

        4.       Restrictions on Transfer. The Subscriber acknowledges, understands and agrees as

                (a)      There are substantial restrictions on the transferability of the Units. Since the
Units will not be, and the Subscriber has no right to require that they be, registered under the Securities
Act and applicable state securities laws, the Units may not be, and the Subscriber agrees that they shall
not be, reoffered, pledged, transferred, hypothecated or sold unless such disposition is registered or
exempt from registration under the Securities Act and applicable state securities laws. The Subscriber also
acknowledges that he, she or it shall be responsible for compliance with all conditions on transfer of the
Units imposed by any blue sky or state securities law administrator and will hold the Company and
members, manage
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