SUBSCRIPTION AGREEMENT
TO BE USED ONLY IN CONJUNCTION WITH AN INVESTMENT IN UNITS OFFERED THROUGH THE *
OFFERING CIRCULAR DATED June 19, 2015.
THIS SUBSCRIPTION AGREEMENT is made as of this ___ day of ____________, 2015,*
by and between TUSCAN GARDENS SECURED INCOME FUND LLC, a Florida limited *
liability company (the Fund ), and the undersigned subscriber (the Subscriber).*
The Fund desires to obtain financing by selling up to ten thousand (10,000) *
investment units ( Units ) at $5,000 per Unit. Subscriber desires to *
purchase the number of Units set forth on the signature page hereof.*
NOW, THEREFORE, for and in consideration of the premises and the mutual *
covenants hereinafter set forth, the parties hereto do hereby agree as follows:*
1.SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY THE SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber *
hereby subscribes for and agrees to purchase the number of Units for the *
purchase price set forth upon the signature page hereof, and the Fund agrees *
to sell such Units to the Subscriber at a purchase price equal to such amount.*
The purchase price is payable by check or wire transfer on terms set forth in *
Section 2.3.
The Subscriber understands that their admission to the Fund as a Member is *
contingent upon the acceptance in writing of the Subscription by the Fund. *
The Subscriber understands that pending such acceptance, the check will be*
deposited in an escrow account and the other documents the Subscriber *
furnished will be held in trust by the Fund.
The Subscriber represents that he/she is a resident of the United States, *
unless otherwise identified in Section 1.4 hereinbelow.
1.2 The Subscriber recognizes that the purchase of Units involves a high *
degree of risk and is suitable only for persons of adequate financial means *
who have no need for liquidity in this investment in that (i) he/she may not *
be able to liquidate his investment in the event of an emergency; (ii) *
transferability is extremely limited; and (iii) he/she could sustain a *
complete loss of his/her entire investment.
1.3 The Subscriber represents that (i) he/she is competent to understand *
and does understand the nature of the investment, and (ii) he/she is able *
to bear the economic risk of this investment.
1.4Please check the appropriate space(s):
____The Subscriber represents that he/she is an accredited investor as such *
term is defined in Rule 501 of Regulation D promulgated under the Securities *
Act of 1933, as amended (the Act ). (The definition of accredited investor*
is set forth below.)
____The Subscriber represents that he/she is not a resident of the United *
States.
The definition of an accredited investor includes the following:
An individual having a net worth or a joint net worth with spouse at the *
time of purchase in excess of $1,000,000. (In calculating net worth, you may *
include the value of your personal property and real estate, excluding the *
value of your principal residence, but including cash, short-term investments, *
stock and securities. Your inclusion of personal property and real estate, *
other than your principal residence, should be based on the fair market value *
of such property less debt secured by such property.)
An individual whose net income was in excess of $200,000 in each of the two *
most recent years, or whose joint income with spouse was in excess of *
$300,000 in each of those years, and who reasonably expects his net income *
to reach such level in the current year.
An ▇▇▇, ▇▇▇▇▇ or similar benefit plan for which investments are made solely *
by persons that are accredited investors.
Any entity in which all of the equity owners are accredited investors.
____The Subscriber represents that he/she is not an accredited investor.
1.4 The Subscriber acknowledges and represents that his/her investment *
does not and will not exceed any additional net worth requirements imposed *
by the Subscriber s state of residence.
1.5 The Subscriber acknowledges and represents that he/she has significant *
prior investment experience and that he/she recognizes the highly speculative *
nature of this investment. The Subscriber has such knowledge and experience*
in financial and business matters that he/she is capable of evaluating the *
merits and risks of investment in the Fund; and has the capacity to protect*
his/her interest in connection with an investment in the Fund;
1.6 The Subscriber hereby represents that he/she has been furnished by the *
Fund during the course of this transaction with all information regarding *
the Fund which he/she requested or desired to know; that all other documents *
which could be reasonably provided have been made available for his/her *
inspection and review; and that he/she has been offered the opportunity to *
ask questions of and receive answers from duly authorized officers or other *
representatives of the Fund concerning the Fund and the terms and conditions *
of this offering.
1.7 The Subscriber hereby specifically accepts and adopts each and every *
provision of the Operating Agreement, and executes this Subscription Agreement *
as a counterpart signature page to that Operating Agreement. The Subscriber *
has read and understands the Operating Agreement, the Offering Circular, this *
Subscription Agreement and any other related documents.
1.8 The Subscriber s overall commitment to investments that are not readily *
marketable is not disproportionate to his/her or their net worth and the *
investment in the Fund will not cause such overall commitment to be excessive.
1.9 The Subscriber hereby acknowledges that this offering of Units has not *
been reviewed by the United States Securities and Exchange Commission (the *
SEC) because of the Fund s representations that this is intended to be a *
nonpublic offering pursuant to Sections 4(a)(2) and/or 4(a)(6) of the Act *
and Regulation D ( Regulation D ) promulgated thereunder. The Subscriber *
represents that the Units are being purchased for his/her/their own account, *
for investment and not for distribution or resale toothers. The Subscriber *
agrees that he/she will not sell, transfer or otherwise dispose of any of *
the Units unless they are registered under the Act or unless an exemption *
from such registration is available.
1.10 The Subscriber agrees that the Fund may, if it desires, permit the *
transfer of the Units by the Subscriber out of his/her name only when *
his/her request for transfer is accompanied by an opinion of counsel *
reasonably satisfactory to the Fund that the proposed sale, transfer or *
disposition does not result in a violation of the Act or any applicable *
state or province blue sky laws (collectively, Securities Laws ). The *
Subscriber agrees to hold the Fund and its directors, officers and *
controlling persons and their respective heirs, representatives, *
successors and assigns harmless and to indemnify them against all *
liabilities, costs and expenses incurred by them as a result of any *
sale, transfer or other disposition of the Units by the undersigned *
Subscriber in violation of any Securities Laws or any misrepresentation *
herein.
1.11 The Subscriber acknowledges and agrees that the Fund is relying on *
the Subscriber s representations contained in this Agreement in determining *
whether to accept this Subscription. The Subscriber agrees that the Fund *
reserves the unrestricted right to request and require additional *
information from Subscriber, reject or limit any Subscription, and *
to close the offer at any time.
1.12 The Subscriber represents and warrants that all representations *
made by the Subscriber hereunder are true and correct in all material *
respects as of the date of execution hereof, and Subscriber further *
agrees that until the closing on the Units subscribed for he/she shall *
inform the Fund immediately of any changes in any of the representations *
provided by the Subscriber hereunder.
1.14 The Subscriber is aware of the following:
(a) The Fund has no financial or operating history;
(b) There are substantial restrictions on the transferability of the Units; *
the Units will not be, and investors in the Fund have no rights to require *
that the Units be registered under the Securities Act of 1933, or any *
other state or federal act, and any such registration is unlikely;
(c) Financial projections and forecasts, if any, in the materials provided *
by the Fund are only management s estimates based on assumptions therein *
stated. There is no assurance or guarantee that any such projections and *
forecasts will be met;
(d)At any time, the amount of distributions or tax effects that may be *
available as a result of investment in the Fund is not susceptible to *
absolute prediction, and different future occurrences, interpretations *
or new developments in rulings of the Internal Revenue Service, court *
decisions or legislative changes may have an adverse effect thereon;
(e)No federal or state agency has made any finding or determination *
whatsoever as to the fairness for public investment, nor any recommendation *
nor endorsement, of the Units;
1.15The Subscriber acknowledges and agrees that, except as set forth in *
the offering materials, no other facts or assumptions have been represented, *
guaranteed or warranted to me, or us, by any person, expressly or by *
implication.
2.TERMS OF OFFERING
2.1 The Offering commenced on June 19, 2015 and will terminate upon the *
earlier of: (i) the completion of the sale of all of the Units, or (ii) *
December 31, 2016. The Offering may be extended by the Fund in its sole *
discretion (the Offering Period). The Offering may be closed from time *
to time, in tranches of any number of Units (collectively the Closings).
2.2 All funds paid hereunder shall be immediately available to the Fund.
2.3 The Subscriber hereby agrees to purchase the number of Units from the *
Fund set forth upon the signature page hereof. The Subscriber must purchase *
a minimum of five (5) or more Units for his/her initial Subscription with a *
purchase price of $5,000 per Unit. The purchase price is payable by check or*
wire transfer to the Fund. If the Fund declines to accept this Subscription,*
the Fund will return Subscription funds to the undersigned without interest *
thereon or deduction there from.
2.4The Subscriber acknowledges that this is a Regulation A offering.
2.5 Closings on Subscriptions shall be held as soon as practicable following *
the Fund s acceptance hereof.
3.MISCELLANEOUS
3.1 Any notice or other communication given hereunder shall be deemed *
sufficient if in writing and sent by registered or certified mail, return *
receipt requested, addressed to the Fund at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇, *
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and to the Subscriber at his/her address indicated on the *
last page of this Agreement. Notices shall be deemed to have been given on *
the date of mailing, except notices of change of address, which shall be *
deemed to have been given when received.
3.2 This Agreement shall not be changed, modified, or amended except by a *
writing signed by the parties to be charged, and this Agreement may not be *
discharged except by performance in accordance with its terms or by a writing *
signed by the party to be charged. The respective representations, warranties *
and covenants of the parties set forth in this Agreement shall survive *
delivery of and payment for the Units contemplated hereunder.
3.3 This Agreement shall be binding upon and inure to the benefit of the *
parties hereto and to their respective heirs, legal representatives, *
successors and assigns. This Agreement sets forth the entire agreement *
and understanding between the parties as to the subject matter hereof and *
merges and supersedes all prior discussions, agreements and understandings *
of any and every nature among them.
3.4 This Agreement and its validity, construction and performance shall be *
governed in all respects by the laws of the state of Florida, without giving *
effect to the choice of law rules thereof, and by the terms of the Operating *
Agreement for the Fund.
3.5 This Agreement may be executed in counterparts. Upon the execution and *
delivery of this Agreement by the Subscriber, this Agreement shall become a *
binding obligation of the Subscriber with respect to the purchase of Units *
as herein provided.
6.ACCEPTANCE.
Execution of this Subscription Agreement and tender of the payment referenced *
in Paragraph 1 above shall constitute an irrevocable offer which the Fund may *
accept or reject; acceptance by the Fund shall be indicated by its causing the *
undersigned to become a Member through execution of the Operating Agreement *
or amendment thereto, admitting the undersigned as a Member.
Subscriber Information:
NameSocial Security # or Tax I.D
Street AddressCounty
City State Zip Code
TelephoneEmailOccupation
Spouse s NameSpouse s Occupation
Co-Subscriber Information:
NameSocial Security # or Tax I.D
Street AddressCounty
City State Zip Code
TelephoneEmailOccupation
Investment Ownership:My Interest Should be Shown on the Fund Records as *
Follows (indicate one of the following):
? ___ Units ? ? Individual ? Company ? ▇▇▇
$__________
? Joint Tenancy ? Tenants in Common ? Corporation
? Trustee ? Other (Describe) ____________________
? 50 Units ? $250,000
? 40 Units ? $200,000
? 30 Units ? $150,000
? 20 Units ? $100,000
? 5 Units ? $ 25,000
? Class ________
? Location_________________
If a limited liability company, please include a copy of the Articles of *
Organization, Operating Agreement and a certificate of action of the *
manager(s) or other document authorizing the investment.
If a custodian, trustee or agent, please include a copy of the trust, *
agency or other agreement and an entity certificate authorizing the investment.
If a corporation, please include a copy of the Articles of Incorporation *
and a certified corporate resolution or other document authorizing the *
investment.
Please Confirm Suitability
Investment Payment Method (choose one):
? Check
? Wire Transfer Instructions
? Electronic Funds Transfer (EFT): I (we) hereby authorize Tuscan Gardens *
Secured Income Fund LLC to initiate a debit entry to my (our) account *
indicated below at the Depository named below, to debit the same to such *
account. This Authorization shall be for the amount of subscription of *
this Agreement only, and shall terminate upon collection of such amount.
Distribution Method (choose one):
? Mail my distribution.
? Deposit my monthly distributions electronically into the account *
listed on the attached voided check. ? Automatically accrue my monthly *
distributions to my Capital Account.
Please indicate your acceptance hereof by signing below in the space *
provided. The Agreement will be fully executed and a copy returned to you *
for your records upon receipt of investment payment.
Accepted By:
SUBSCRIBER
___________________________________________________________________________
SignaturePrinted NameDate
___________________________________________________________________________
SignaturePrinted NameDate
TUSCAN GARDENS SECURED INCOME FUND LLC
___________________________________________________________________________
SignaturePrinted NameDate