Form of Subscription Agreement
[Name of Series], a series of VV Markets, LLC
Interests are offered through [Broker Dealer], a Delaware corporation, a
registered broker-dealer and a member of FINRA & SIPC (?Broker?)
Form of Subscription Agreement to subscribe for [Name of Series], a
series of VV Markets, LLC
Number of [Name of Series] Interests subscribed for:
Price of [Name of Series] Interests subscribed for:
Payment Details:
- Account Number:
- Routing Number:
SUBSCRIPTION AGREEMENT
[NAME OF SERIES], A SERIES OF VV MARKETS, LLC
VV Markets, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
1. Subscription. The person named on the front of this
subscription agreement (the ?Purchaser?) (this ?Subscription
Agreement?), intending to be legally bound, hereby irrevocably agrees
to purchase from [Name of Series], a series of VV Markets, LLC, a
Delaware series limited liability company (the ?Company?), the number
of [Name of Series] Interests (the ?[Name of Series] Interests?) set forth
on the front of this Subscription Agreement at a purchase price of
$[Insert Purchase Price] (USD) per [Name of Series] Interest and on the
terms and conditions of the Amended and Restated Limited Liability
Company Agreement governing the Company dated July 31, 2020, as
the same may be amended and restated from time to time (the
?Operating Agreement?), a copy of which the Purchaser has received
and read.
This subscription is submitted by the Purchaser in accordance with and
subject to the terms and conditions described in this Subscription
Agreement, relating to the exempt offering by the Company of up to
[2,000] [Name of Series] Interests for maximum aggregate gross
proceeds of $_______ (the ?Offering?), unless further [Name of Series]
Interests are issued by the Company in accordance with the terms of
the Operating Agreement.
Upon the basis of the representations and warranties, and subject to
the terms and conditions, set forth herein, the Company agrees to issue
and sell the [Name of Series] Interests to the Purchaser on the date the
Offering is closed (the ?Closing?) for the aggregate purchase price set
forth on the front page hereto (the ?Subscription Price?).
2. Payment. Concurrent with the execution hereof, the
Purchaser authorizes (i) North Capital Private Securities Corporation, a
Delaware corporation and a registered broker-dealer, member FINRA
and SICP (the ?Escrow Agent?) as escrow agent for the Company, to
request the Subscription Price from the Purchaser?s bank (details of
which are set out in the ?Payment Details? section above) or (ii) the
transfer of funds in an amount equal to the Subscription Price from the
Purchaser?s bank account into the escrow account. The Company shall
cause the Escrow Agent to maintain all such funds for the Purchaser?s
benefit in a segregated non-interest-bearing account in the name of
North Capital Private Securities Corporation, or its successor, for further
credit to ?Series #[Series Name], a series of VV Markets, LLC ? [Investor
Name]?, until the earliest to occur of: (i) the Closing, (ii) the rejection of
such subscription or (iii) the termination of the Offering as set forth in
Section 3.1.
3. Termination of Offering or Rejection of Subscription.
3.1. In the event that the Company does not effect a Closing,
this Offering shall terminate upon the earlier of: (a) the date which is
one year from the Offering being qualified by the U.S. Securities and
Exchange Commission (the ?SEC?), which period may be extended for an
additional six (6) months by VV Markets, LLC, a Delaware limited liability
company, the managing member of the Company (the ?Manager?) in its
sole discretion, or (b) the date that the Offering is terminated by the
Manager in its sole discretion. Upon termination of the Offering, the
Company will cause its payment services provider or the Escrow Agent,
as applicable, to refund promptly the Subscription Price paid by the
Purchaser, without deduction, offset or interest accrued thereon and
this Subscription Agreement shall thereafter be of no further force or
effect.
3.2. The Purchaser understands and agrees that the
Manager, in its sole discretion, reserves the right to accept or reject this
or any other subscription for [Name of Series] Interests, in whole or in
part, and for any reason or no reason, notwithstanding prior receipt by
the Purchaser of notice of acceptance of this subscription. If the
Manager rejects a subscription, either in whole or in part (which
decision is in its sole discretion), the Company shall cause its payment
services provider or the Escrow Agent, as applicable, to return promptly
the rejected Subscription Price or the rejected portion thereof to the
Purchaser without deduction, offset or interest accrued thereon. If this
subscription is rejected in whole this Subscription Agreement shall
thereafter be of no further force or effect. If this subscription is
rejected in part, this Subscription Agreement will continue in full force
and effect to the extent this subscription was accepted.
4. Acceptance of Subscription. At the Closing, if the
Manager accepts this subscription in whole or in part, the Company
shall execute and deliver to the Purchaser a counterpart executed copy
of this Subscription Agreement and cause the Escrow Agent to release
the Subscription Price (or applicable portion thereof if such subscription
is only accepted in part) to the Company for the benefit of [Name of
Series] (less any Offering Expenses as defined in the Offering Circular).
The Company shall have no obligation hereunder until the Company
shall execute and deliver to the Purchaser an executed copy of this
Subscription Agreement, and until the Purchaser shall have executed
and delivered to the Manager this Subscription Agreement and a
substitute Form W-9 (if applicable) and shall have deposited the
Purchase Price in accordance with this Agreement. The Purchaser
understands and agrees that this subscription is made subject to the
condition that the [Name of Series] Interests to be issued and delivered
on account of this subscription will be issued only in the name of and
delivered only to the Purchaser. Effective upon the Company?s
execution of this Subscription Agreement, the Purchaser shall be a
member of the Company, and the Purchaser agrees to adhere to and be
bound by, the terms and conditions of the Operating Agreement as if
the Purchaser were a party to it (and grants to the Manager the power
of attorney described therein).
5. Representations and Warranties, Acknowledgments,
and Agreements. The Purchaser hereby acknowledges, represents,
warrants and agrees to and with the Company, [Name of Series] and the
Manager as follows:
(a) The Purchaser is aware that an investment in the [Name of Series]
Interests involves a significant degree of risk, and has received the
Company?s Offering Circular dated ______________, 2020 (the
?Offering Circular?), which contains, in particular, the ?Risk Factors?
section therein. The Purchaser understands that the Company is
subject to all the risks applicable to early-stage companies, whether or
not set forth in such ?Risk Factors?. The Purchaser acknowledges that
no representations or warranties have been made to it or to its advisors
or representatives with respect to the business or prospects of the
Company or its financial condition.
(b) The offering and sale of the [Name of Series] Interests has not been
registered under the Securities Act of 1933, as amended (the ?Securities
Act?), or any state securities laws. The Purchaser understands that the
offering and sale of the [Name of Series] Interests is intended to be
exempt from registration under the Securities Act, by virtue of Tier 2 of
Regulation A thereof, based, in part, upon the representations,
warranties and agreements of the Purchaser contained in this
Subscription Agreement, including, without limitation, the investor
qualification (?Investor Qualification and Attestation?) immediately
following the signature page of this Subscription Agreement. The
Purchaser is purchasing the [Name of Series] Interests for its own
account for investment purposes only and not with a view to or intent
of resale or distribution thereof in violation of any applicable securities
laws, in whole or in part.
(c) The Purchaser, as set forth in the Investor Certification attached
hereto, as of the date hereof is a ?qualified purchaser? as that term is
defined in Regulation A (a ?Qualified Purchaser?). The Purchaser agrees
to promptly provide the Manager, the Broker (as defined on the first
page hereto) and their respective agents with such other information as
may be reasonably necessary for them to confirm the Qualified
Purchaser status of the Purchaser.
(d) The Purchaser acknowledges that the Purchaser?s responses to the
investor qualification questions posed and reflected in the Investor
Qualification and Attestation, are complete and accurate as of the date
hereof.
(e) The Purchaser acknowledges that neither the SEC nor any state
securities commission or other regulatory authority has passed upon or
endorsed the merits of the Offering of the [Name of Series] Interests.
(f) In evaluating the suitability of an investment in the [Name of Series]
Interests, the Purchaser has not relied upon any representation or
information (oral or written) other than as set forth in the Offering
Circular, the Operating Agreement and this Subscription Agreement.
(g) Except as previously disclosed in writing to the Company, the
Purchaser has taken no action that would give rise to any claim by any
person for brokerage commissions, finders? fees or the like relating to
this Subscription Agreement or the transactions contemplated hereby
and, in turn, to be paid to its selected dealers, and in all instances the
Purchaser shall be solely liable for any such fees and shall indemnify the
Company with respect thereto pursuant to paragraph 6 of this
Subscription Agreement.
(h) The Purchaser, together with its advisors, if any, has such knowledge
and experience in financial, tax, and business matters, and, in particular,
investments in securities, so as to enable it to utilize the Offering
Circular to evaluate the merits and risks of an investment in the [Name
of Series] Interests and the Company and to make an informed
investment decision with respect thereto.
(i) The Purchaser is not relying on the Company, the Manager, the
Broker or any of their respective employees or agents with respect to
the legal, tax, economic and related considerations of an investment in
the [Name of Series] Interests, other than with respect to the opinion of
legality of legal counsel provided at Exhibit [X] to the Offering Circular,
and the Purchaser has relied on the advice of, or has consulted with,
only its own advisors, if any, whom the Purchaser has deemed
necessary or appropriate in connection with its purchase of the [Name
of Series] Interests.
(j) No consent, approval, authorization or order of any court,
governmental agency or body or arbitrator having jurisdiction over the
Purchaser or any of the Purchaser's affiliates is required for the
execution of this Subscription Agreement or the performance of the
Purchaser's obligations hereunder, including, without limitation, the
purchase of the [Name of Series] Interests by the Purchaser.
(k) The Purchaser has adequate means of providing for such Purchaser?s
current financial needs and foreseeable contingencies and has no need
for liquidity of its investment in the [Name of Series] Interests for an
indefinite period of time.
(l) The Purchaser (i) if a natural person, represents that the Purchaser
has reached the age of 21 and has full power and authority to execute
and deliver this Subscription Agreement and all other related
agreements or certificates and to carry out the provisions hereof and
thereof; or (ii) if a corporation, partnership, or limited liability company
or other entity, represents that such entity was not formed for the
specific purpose of acquiring the [Name of Series] Interests, such entity
is duly organized, validly existing and in good standing under the laws of
the state of its organization, the consummation of the transactions
contemplated hereby is authorized by, and will not result in a violation
of state law or its charter or other organizational documents, such
entity has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates
and to carry out the provisions hereof and thereof and to purchase and
hold the [Name of Series] Interests, the execution and delivery of this
Subscription Agreement has been duly authorized by all necessary
action, this Subscription Agreement has been duly executed and
delivered on behalf of such entity and is a legal, valid and binding
obligation of such entity; or (iii) if executing this Subscription Agreement
in a representative or fiduciary capacity, represents that it has full
power and authority to execute and deliver this Subscription Agreement
in such capacity and on behalf of the subscribing individual, ▇▇▇▇,
partnership, trust, estate, corporation, or limited liability company or
partnership, or other entity for whom the Purchaser is executing this
Subscription Agreement, and such individual, partnership, ▇▇▇▇, trust,
estate, corporation, or limited liability company or partnership, or other
entity has full right and power to perform pursuant to this Subscription
Agreement and make an investment in the Company, and represents
that this Subscription Agreement constitutes a legal, valid and binding
obligation of such entity. The execution and delivery of this
Subscription Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the
Purchaser is a party or by which it is bound.
(m) Any power of attorney of the Purchaser granted in favor of the
Manager contained in the Operating Agreement has been executed by
the Purchaser in compliance with the laws of the state, province or
jurisdiction in which such agreements were executed.
(n) If an entity, the Purchaser has its principal place of business or, if a
natural person, the Purchaser has its primary residence, in the
jurisdiction (state and/or country) set forth in the ?Investor Qualification
and Attestation? section of this Subscription Agreement. The Purchaser
first learned of the offer and sale of the [Name of Series] Interests in the
state listed in the ?Investor Qualification and Attestation? section of this
Subscription Agreement, and the Purchaser intends that the securities
laws of that state shall govern the purchase of the Purchaser?s [Name of
Series] Interests.
(o) The Purchaser is either (i) a natural person resident in the United
States, (ii) a partnership, corporation or limited liability company
organized under the laws of the United States, (iii) an estate of which
any executor or administrator is a U.S. person, (iv) a trust of which any
trustee is a U.S. person, (v) an agency or branch of a foreign entity
located in the United States, (vi) a non-discretionary account or similar
account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person, or (vii) a
partnership or corporation organized or incorporated under the laws of
a foreign jurisdiction that was formed by a U.S. person principally for
the purpose of investing in securities not registered under the Securities
Act, unless it is organized or incorporated, and owned, by accredited
investors who are not natural persons, estates or trusts. The Purchaser
is not (A) a discretionary account or similar account (other than an
estate or trust) held for the benefit or account of a non-U.S. person by a
dealer or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United States, (B) an estate of which any
professional fiduciary acting as executor or administrator is a U.S.
person if an executor or administrator of the estate who is not a U.S.
person has sole or shared investment discretion with respect to the
assets of the estate and the estate is governed by foreign law, (C) a trust
of which any professional fiduciary acting as trustee is a U.S. person, if a
trustee who is not a U.S. person has sole or shared investment
discretion with respect to the trust assets and no beneficiary of the trust
(and no settlor if the trust is revocable) is a U.S. person, (D) an
employee benefit plan established and administered in accordance with
the law of a country other than the United States and customary
practices and documentation of such country, or (E) an agency or
branch of a U.S. person located outside the United States that operates
for valid business reasons engaged in the business of insurance or
banking that is subject to substantive insurance or banking regulation,
respectively, in the jurisdiction where located.
(p) Any information which the Purchaser has heretofore furnished or is
furnishing herewith to the Company is true, complete and accurate and
may be relied upon by the Manager, the Company and the Broker, in
particular, in determining the availability of an exemption from
registration under federal and state securities laws in connection with
the Offering. The Purchaser further represents and warrants that it will
notify and supply corrective information to the Company immediately
upon the occurrence of any change therein occurring prior to the
Company?s issuance of the [Name of Series] Interests.
(q) The Purchaser is not, nor is it acting on behalf of, a ?benefit plan
investor? within the meaning of 29 C.F.R. ? 2510.3-101(f)(2), as
modified by Section 3(42) of the Employee Retirement Income Security
Act of 1974 (such regulation, the ?Plan Asset Regulation?, and a benefit
plan investor described in the Plan Asset Regulation, a ?Benefit Plan
Investor?). For the avoidance of doubt, the term Benefit Plan Investor
includes all employee benefit plans subject to Part 4, Subtitle B, Title I of
ERISA, any plan to which Section 4975 of the Code applies and any
entity, including any insurance company general account, whose
underlying assets constitute ?plan assets?, as defined under the Plan
Asset Regulation, by reason of a Benefit Plan Investor?s investment in
such entity.
(r) The Purchaser is satisfied that the Purchaser has received adequate
information with respect to all matters which it or its advisors, if any,
consider material to its decision to make this investment.
(s) Within five (5) days after receipt of a written request from the
Manager, the Purchaser will provide such information and deliver such
documents as may reasonably be necessary to comply with any and all
laws and ordinances to which the Company is subject.
(t) THE [NAME OF SERIES] INTERESTS OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES
LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT
AND SUCH LAWS. THE [NAME OF SERIES] INTERESTS ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING
AGREEMENT. THE [NAME OF SERIES] INTERESTS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF
THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
(u) The Purchaser should check the Office of Foreign Assets Control
(?OFAC?) website at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇ before making the
following representations. The Purchaser represents that the amounts
invested by it in the Company in the Offering were not and are not
directly or indirectly derived from activities that contravene federal,
state or international laws and regulations, including anti-money
laundering laws and regulations. Federal regulations and Executive
Orders administered by OFAC prohibit, among other things, the
engagement in transactions with, and the provision of services to,
certain foreign countries, territories, entities and individuals. The lists
of OFAC prohibited countries, territories, persons and entities can be
found on the OFAC website at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇. In addition,
the programs administered by OFAC (the ?OFAC Programs?) prohibit
dealing with individuals, including specially designated nationals,
specially designated narcotics traffickers and other parties subject to
OFAC sanctions and embargo programs, or entities in certain countries
regardless of whether such individuals or entities appear on the OFAC
lists. Furthermore, to the best of the Purchaser?s knowledge, none of:
(1) the Purchaser; (2) any person controlling or controlled by the
Purchaser; (3) if the Purchaser is a privately-held entity, any person
having a beneficial interest in the Purchaser; or (4) any person for whom
the Purchaser is acting as agent or nominee in connection with this
investment is a country, territory, individual or entity named on an
OFAC list, or a person or entity prohibited under the OFAC Programs.
Please be advised that the Company may not accept any amounts from
a prospective investor if such prospective investor cannot make the
representation set forth in the preceding paragraph. The Purchaser
agrees to promptly notify the Company should the Purchaser become
aware of any change in the information set forth in these
representations. The Purchaser understands and acknowledges that, by
law, the Company may be obligated to ?freeze the account? of the
Purchaser, either by prohibiting additional subscriptions from the
Purchaser, declining any redemption requests and/or segregating the
assets in the account in compliance with governmental regulations, and
the Company may also be required to report such action and to disclose
the Purchaser?s identity to OFAC. The Purchaser further acknowledges
that the Company may, by written notice to the Purchaser, suspend the
redemption rights, if any, of the Purchaser if the Company reasonably
deems it necessary to do so to comply with anti-money laundering
regulations applicable to the Company or any of the Company?s other
service providers. These individuals include specially designated
nationals, specially designated narcotics traffickers and other parties
subject to OFAC sanctions and embargo programs.
(v) To the best of the Purchaser?s knowledge, none of: (1) the Purchaser;
(2) any person controlling or controlled by the Purchaser; (3) if the
Purchaser is a privately-held entity, any person having a beneficial
interest in the Purchaser; or (4) any person for whom the Purchaser is
acting as agent or nominee in connection with this investment is a
senior foreign political figure, or an immediate family member or close
associate of a senior foreign political figure. A ?senior foreign political
figure? is a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected
or not), a senior official of a major foreign political party, or a senior
executive of a foreign government-owned corporation. In addition, a
?senior foreign political figure? includes any corporation, business or
other entity that has been formed by, or for the benefit of, a senior
foreign political figure. ?Immediate family? of a senior foreign political
figure typically includes the figure?s parents, siblings, spouse, children
and in-laws. A ?close associate? of a senior foreign political figure is a
person who is widely and publicly known to maintain an unusually close
relationship with the senior foreign political figure, and includes a
person who is in a position to conduct substantial domestic and
international financial transactions on behalf of the senior foreign
political figure.
(w) If the Purchaser is affiliated with a non-U.S. banking institution (a
?Foreign Bank?), or if the Purchaser receives deposits from, makes
payments on behalf of, or handles other financial transactions related to
a Foreign Bank, the Purchaser represents and warrants to the Company
that: (1) the Foreign Bank has a fixed address, other than solely an
electronic address, in a country in which the Foreign Bank is authorized
to conduct banking activities; (2) the Foreign Bank maintains operating
records related to its banking activities; (3) the Foreign Bank is subject
to inspection by the banking authority that licensed the Foreign Bank to
conduct banking activities; and (4) the Foreign Bank does not provide
banking services to any other Foreign Bank that does not have a
physical presence in any country and that is not a regulated affiliate.
(x) Each of the representations and warranties of the parties hereto set
forth in this Section 5 and made as of the date hereof shall be true and
accurate as of the Closing applicable to the subscription made hereby as
if made on and as of the date of such Closing.
6. Indemnification. The Purchaser agrees to indemnify
and hold harmless the Company, [Name of Series], the Manager and
their respective officers, directors, employees, agents, members,
partners, control persons and affiliates (each of which shall be deemed
third party beneficiaries hereof) from and against all losses, liabilities,
claims, damages, costs, fees and expenses whatsoever (including, but
not limited to, any and all expenses incurred in investigating, preparing
or defending against any litigation commenced or threatened) based
upon or arising out of any actual or alleged false acknowledgment,
representation or warranty, or misrepresentation or omission to state a
material fact, or breach by the Purchaser of any covenant or agreement
made by the Purchaser herein or in any other document delivered in
connection with this Subscription Agreement. Notwithstanding the
foregoing, no representation, warranty, covenant or acknowledgment
made herein by the Purchaser shall be deemed to constitute a waiver of
any rights granted to it under the Securities Act or state securities laws.
7. Irrevocability; Binding Effect. The Purchaser hereby
acknowledges and agrees that the subscription hereunder is irrevocable
by the Purchaser, except as required by applicable law, and that this
Subscription Agreement shall survive the death or disability of the
Purchaser and shall be binding upon and inure to the benefit of the
parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the Purchaser is more than
one person, the obligations of the Purchaser hereunder shall be joint
and several and the agreements, representations, warranties, and
acknowledgments herein shall be deemed to be made by and be
binding upon each such person and such person?s heirs, executors,
administrators, successors, legal representatives, and permitted assigns.
8. Modification. This Subscription Agreement shall not be
modified or waived except by an instrument in writing signed by the
party against whom any such modification or waiver is sought.
9. Assignability. This Subscription Agreement and the
rights, interests and obligations hereunder are not transferable or
assignable by the Purchaser and the transfer or assignment of the
[Name of Series] Interests shall be made only in accordance with all
applicable laws and the Operating Agreement. Any assignment contrary
to the terms hereof shall be null and void and of no force or effect.
10. Applicable Law and Jurisdiction. This Subscription
Agreement and the rights and obligations of the Purchaser arising out of
or in connection with this Subscription Agreement, the Operating
Agreement and the Offering Circular shall be construed in accordance
with and governed by the internal laws of the State of Delaware without
regard to principles of conflict of laws. The Purchaser (i) irrevocably
submits to the non-exclusive jurisdiction and venue of the Court of
Chancery of the State of Delaware in any action arising out of this
Subscription Agreement, the Operating Agreement and the Offering
Circular and (ii) consents to the service of process by mail.
11. Use of Pronouns. All pronouns and any variations
thereof used herein shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the person or
persons referred to may require.
12. Miscellaneous.
12.1 Sections regarding Addresses and Notices, and Further
Action of the Operating Agreement are deemed incorporated into this
Subscription Agreement.
12.2 This Subscription Agreement, together with the
Operating Agreement, constitutes the entire agreement between the
Purchaser and the Company with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings,
if any, relating to the subject matter hereof. The terms and provisions
of this Subscription Agreement may be waived, or consent for the
departure therefrom granted, only by a written document executed by
the party entitled to the benefits of such terms or provisions.
12.3 The covenants, agreements, representations and
warranties of the Company and the Purchaser made, and the
indemnification rights provided for, in this Subscription Agreement shall
survive the execution and delivery hereof and delivery of the [Name of
Series] Interests, regardless of any investigation made by or on behalf of
any party, and shall survive delivery of any payment for the Subscription
Price.
12.4 Except to the extent otherwise described in the Offering
Circular, each of the parties hereto shall pay its own fees and expenses
(including the fees of any attorneys, accountants or others engaged by
such party) in connection with this Subscription Agreement and the
transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated.
12.5 This Subscription Agreement may be executed in one or
more counterparts each of which shall be deemed an original (including
signatures sent by facsimile transmission or by email transmission of a
PDF scanned document or other electronic signature), but all of which
shall together constitute one and the same instrument.
12.6 Each provision of this Subscription Agreement shall be
considered separable and, if for any reason any provision or provisions
hereof are determined to be invalid or contrary to applicable law, such
invalidity or illegality shall not impair the operation of or affect the
remaining portions of this Subscription Agreement.
12.7 Paragraph titles are for descriptive purposes only and
shall not control or alter the meaning of this Subscription Agreement as
set forth in the text.
12.8 Words and expressions which are used but not defined
in this Subscription Agreement shall have the meanings given to them in
the Operating Agreement.
SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT
VV Markets, LLC
[NAME OF SERIES] INTERESTS
The Purchaser hereby elects to subscribe under the Subscription
Agreement for the number and price of the [Name of Series] Interests
stated on the front page of this Subscription Agreement and executes
the Subscription Agreement.
If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS,
as TENANTS IN COMMON, or as COMMUNITY PROPERTY:
_________________
If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY or TRUST:
_________________
SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT
VV Markets, LLC
[NAME OF SERIES] INTERESTS
[Name of Series], A SERIES OF VV Markets, LLC
By: VinVesto, Inc, its Manager
Investor Qualification and Attestation
Investor Information
First Name
Last Name
Date of Birth
Address
Phone Number
E-mail Address
Check Box:
- I am an ?accredited investor?, and have checked the
appropriate box on the attached Certificate of Accredited
Investor Status indicating the basis of such accredited
investor status, which Certificate of Accredited Investor
Status is true and correct; or
- The amount set forth on the first page of this Subscription
Agreement, together with any previous investments in
securities pursuant to this Offering, does not exceed 10% of the
greater of my net worth1 or annual income.
o 1In calculating your net worth: (i) your primary
residence shall not be included as an asset; (ii)
indebtedness that is secured by your primary residence,
up to the estimated fair market value of the primary
residence at the time of entering into this Subscription
Agreement, shall not be included as a liability (except
that if the amount of such indebtedness outstanding at
the time of entering into this Subscription Agreement
exceeds the amount outstanding 60 days before such
time, other than as a result of the acquisition of the
primary residence, the amount of such excess shall be
included as a liability); and (iii) indebtedness that is
secured by your primary residence in excess of the
estimated fair market value of the primary residence at
the time of entering into this Subscription Agreement
shall be included as a liability.
Are you or anyone in your immediate household associated with a
FINRA member, organization, or the SEC (Y / N)
- If yes, provide name of FINRA institution
Are you or anyone in your household or immediate family a 10%
shareholder, officer, or member of the board of directors of a publicly
traded company? (Y / N)
- If yes, please list ticker symbol
Social Security #:
Attestation
I understand that an investment in private securities is very risky, that I
may lose all of my invested capital that it is an illiquid investment with
no short term exit, and for which an ownership transfer is restricted.
- The undersigned Purchaser acknowledges that the Company
will be relying upon the information provided by the Purchaser
in this Questionnaire. If such representations shall cease to be
true and accurate in any respect, the undersigned shall give
immediate notice of such fact to the Company.
Certificate of Accredited Investor Status
by Investor:
__________________________
Print Name: _______________
Title, if not an individual Investor: ________________
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