CWS Investments Inc. Subscription Agreement
Exhibit 4.1
THE BONDS SUBJECT TO THIS SUBSCRIPTION AGREEMENT ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH UNITS UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED; OR IN A MANNER INCONSISTENT WITH THE TERMS OF THE BYLAWS, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE.
Section 1: Elections |
Minimum | 1a. Investment Amount | ||
Subscription: | |||
$10,000 | AMOUNT OF INVESTMENT: | $_______________ | |
Only accepting | 1b. Form of Ownership of the Units for the United States Citizens | |||
increments of $1,000.
On the signature page, you will select the bond class. |
Please indicate the form in which you will hold title to your interest, please consider carefully. Once your subscription is accepted, a change in the form of title constitutes a transfer of the membership interest and will therefore be restricted by the terms of the Bylaws and the Act. Purchaser should seek the advice of an attorney in deciding in which of the forms to take ownership because different forms of ownership can have varying gift tax, estate tax, income tax and other consequences. | |||
Check one: | ||||
Individual | Joint | Entity | ||
Instructions & Guidance |
● | Individual Ownership: One signature required. | |||
● | Corporation: Fill out all documents in the name of the corporation, by the President and Secretary, and include a certified corporate resolution authorizing the signature). | |||
● | Tenants In Common: Both or all parties must sign. | |||
● | Limited Liability Company: Fill out all documents in the name of the limited liability company by the manager authorized to sign and include a copy of the Articles of Organization – LLC-1. | |||
● | IRA, Solo 401k or ▇▇▇▇▇ plan: Fill out all documents in the name of the IRA or ▇▇▇▇▇ plan, by the beneficiary. The documents must also be executed by the custodian of the plan. | |||
● | General Partnership: Fill out all documents in the name of the partnership, by a partner authorized to sign). | |||
● | Limited Partnership: Fill out documents in the name of the limited partnership by a general partner authorized to sign and include a copy of the Certificate of Limited Partnership – LP-1 | |||
Section 2: Purchaser Questionnaire |
2a. INVESTOR / AUTHORIZED PERSON INFORMATION | |
Name of Investor/Authorized Person | Joint Owner Name
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Date of Birth | Joint Owner Date of Birth
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Social Security Number | Social Security Number
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Country of Citizenship | Country of Citizenship (if different than Owner)
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Street Address | Street Address (if different than Owner)
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City | City (if different than Owner)
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State | State (if different than Owner)
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Zip Code | Zip Code (if different than Owner)
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Email Address | Joint Owner Email Adress
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Telephone Number | Joint Owner Telephone Number |
2b. Regulatory Matters (check all boxes that apply) | |||
● NOTE: Payments made from a bank account that is registered to an individual (or entity) other than the primary investor must have an accompanying letter signed by that account holder’s bank confirming such funds were authorized by the account holder. ● Note that additional information may be requested. |
Investor is associated with a Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm. | ||
Investor is an entity that is tax-exempt for U.S. federal income tax purposes. | |||
Investor is a plan subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). | |||
Investor is subject to the U.S. Bank Holding Company Act of 1956 or is directly or indirectly “controlled” (as that term is defined in such Act) by an individual or entity that is subject to such Act. |
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2c. INVESTING ENTITY INFORMATION | ||
Entity Name | ||
Entity Type
☐ Corporation ☐ IRA/Solo 401K ☐ LLC ☐ Partnership ☐ Trust | ||
Account Number (if IRA/Solo 401K)
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Entity / IRA Address (if different than investor address) | ||
City | State | Zip Code |
Entity Taxpayer ID Number |
Custodial Accounts |
For Custodial Accounts: Our team will download this signed subscription Agreement and email directly to your custodian with next steps. Our team can assist with finalizing any paperwork with you & your Custodian. The custodian should remit wired funds pursuant to the wire transfer instructions provided or submit a check pursuant to the check instructions provided. |
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Section 3: Subscription Agreement |
THE BONDS SUBJECT TO THIS SUBSCRIPTION AGREEMENT ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH UNITS UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED; OR IN A MANNER INCONSISTENT WITH THE TERMS OF THE BYLAWS, WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE.
CLASS A1 BONDS AT 8% PER ANNUM
Date of Investment | Maturity |
01/01/26 – 06/30/26 | 06/30/30 |
07/01/26 – 12/31/26 | 12/31/30 |
01/01/27 – 06/30/27 | 06/30/31 |
07/01/27 - 12/31/27 | 12/31/31 |
01/01/28 – 06/30/28 | 06/30/32 |
07/01/28 – 12/31/28 | 12/31/32 |
CLASS A5 BONDS AT 8.5% PER ANNUM (
Date of Investment | Maturity |
01/01/26 – 06/30/26 | 06/30/30 |
07/01/26 – 12/31/26 | 12/31/30 |
01/01/27 – 06/30/27 | 06/30/31 |
07/01/27 - 12/31/27 | 12/31/31 |
01/01/28 – 06/30/28 | 06/30/32 |
07/01/28 – 12/31/28 | 12/31/32 |
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1. | SUBSCRIPTION |
a. | The undersigned (“Purchaser”) hereby subscribes to purchase Bonds of CWS Investments, Inc., a Virginia corporation, (the “Company”) and to purchase the number of Bonds (“Bonds”) indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Bylaws (the “Bylaws”), and the Offering Circular dated July 11, 2025 (the “Memorandum”). |
b. | The investment funds are due to the Company simultaneous with the execution of this Agreement. |
c. | The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to purchase the Bonds and to be bound by all the terms and conditions of the Bylaws. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser. |
d. | This subscription may be rejected as a whole or in part by the Company in its sole and absolute discretion. This subscription shall be binding on the Company only upon acceptance by the Company. |
e. | The Purchaser will become a bondholder only when the Purchaser’s funds are transferred to the account of the Company and the Bonds are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement. |
f. | The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Bylaws. The Company will rely upon the information provided in this Subscription Agreement and in the attached Investor Questionnaire to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. |
2. | CWS REPRESENTATIONS AND WARRANTIES. CWS represents and warrants to you, as of the date of this agreement and as of any date that you commit to purchase Bonds, that: (a) it is duly organized and validly existing as a corporation in good standing under the laws of Virginia and have corporate power to enter into and perform its obligations under this agreement; (b) this agreement has been duly authorized, executed, and delivered; (c) the Bonds have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication, and delivery to you, will constitute valid and binding obligations of CWS, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, or other laws; (d) CWS has complied in all material respects with applicable federal, state, and local laws in connection with the offer and sale of the Bonds; and (e) in connection with this Agreement, you have complied in all material respects with applicable federal, state and local laws. |
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Subscription Agreement
3. | REPRESENTATIONS AND WARRANTIES BY THE PURCHASER |
The Purchaser represents, warrants, and agrees as follows:
a. | I have received and read the Memorandum and its Exhibits, including the Bylaws, and I am thoroughly familiar with the proposed business, operations, financial condition and intended operations of the Company. I have relied solely upon the Memorandum, Bylaws, Subscription Agreement and independent investigations made by me or my representatives with respect to the investment in the Bonds. No oral or written representations by the Company beyond the aforementioned documents have been made or relied upon. |
b. | I understand that all investments, including this investment, are speculative in nature and involve substantial risk of loss. I have been advised to invest carefully. I have been encouraged to get personal advice from my professional investment advisor and to make independent investigations before acting on information that I have received as part of this investment. |
c. | I have read and understand the Bylaws and understand how the Company functions as a corporate entity. By purchasing the Bonds and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Bylaws. |
d. | I understand that the Company has a limited financial and operating history. I have been furnished with such financial and other information concerning the Company, and its business, as I consider necessary in connection with the investment in Bonds. I have been given the opportunity to discuss any questions and concerns with the Company. |
e. | I am purchasing the Bonds for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Bonds. |
f. | I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Company. |
g. | I have carefully reviewed and understand the risks of investing in the Bonds, including those set forth in the Memorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Bonds to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. |
h. | I have been advised that the Bonds have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Bonds is to be effected and the Bonds will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. |
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Subscription Agreement
i. | I have either previously furnished the Company a completed and signed Investor Questionnaire or I have completed and signed the attached Investor Questionnaire. All information which I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and compete. |
4. | NO ADVISORY RELATIONSHIP. YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASE AND SALE OF THE BONDS PURSUANT TO THIS AGREEMENT IS AN ARMS-LENGTH TRANSACTION BETWEEN YOU AND CWS. IN CONNECTION WITH THE PURCHASE AND SALE OF THE BONDS, CWS IS NOT ACTING AS YOUR AGENT OR FIDUCIARY. CWS ASSUMES NO ADVISORY OR FIDUCIARY RESPONSIBILITY IN YOUR FAVOR IN CONNECTION WITH THE PURCHASE AND SALE OF THE BONDS. CWS HAS NOT PROVIDED YOU WITH ANY LEGAL, ACCOUNTING, REGULATORY, OR TAX ADVICE WITH RESPECT TO THE BONDS. YOU HAVE CONSULTED YOUR OWN LEGAL, ACCOUNTING, REGULATORY, AND TAX ADVISORS TO THE EXTENT YOU HAVE DEEMED APPROPRIATE. |
5. | LIMITATIONS ON DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THIS AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE, OR LOCAL TAX LIABILITY OF THE OTHER. |
6. | FURTHER ASSURANCES. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this agreement. |
7. | INVESTOR SUITABILITY STANDARDS |
The Company intends to sell the Bonds of this Offering to “Accredited Investors.” To qualify as an “accredited investor,” an investor must meet any of the following:
a. | Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; |
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Subscription Agreement
b. | Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; |
c. | Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
d. | Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; |
e. | Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, excluding equity in their primary residence; |
f. | Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; |
g. | Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii); |
h. | Any entity in which all of the equity owners are accredited investors; or |
i. | Any individuals in good standing with requisite professional certifications such as Series 7, Series 65, and Series 82 licenses. |
8. | AGREEMENT TO REFRAIN FROM RESALE |
The Purchaser agrees not to pledge, hypothecate, sell, transfer, assign or otherwise dispose of any Bonds, nor receive any consideration for Bonds from any person, unless and until prior to any such action:
a. | (i) The Purchaser shall have furnished the Company with a detailed explanation of the proposed disposition, (ii) the Purchaser shall have furnished the Company with an opinion of the Purchaser’s counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of such Bonds under the Act or qualification of such Bonds under any other securities law, and (iii) counsel for the Company shall have concurred in such opinion and the Company shall have advised the Purchaser of such concurrence. |
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Subscription Agreement
9. | NOTICE OF DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION/CLASS ARBITRATION WAIVER. |
a. | IMPORTANT: PLEASE READ CAREFULLY. THE FOLLOWING PROVISION (“ARBITRATION PROVISION”) CONSTITUTES A BINDING AGREEMENT THAT LIMITS CERTAIN RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION OR AS A MEMBER OF A CLASS. THAT MEANS THAT, IN THE EVENT THAT YOU HAVE A COMPLAINT AGAINST CWS THAT THE CWS IS UNABLE TO RESOLVE TO YOUR SATISFACTION, YOU AND CWS AGREE TO RESOLVE YOUR DISPUTE THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF THROUGH COURTS OF GENERAL JURISDICTION OR THROUGH A CLASS ACTION. BY ENTERING INTO THIS AGREEMENT, YOU AND CWS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION, EXCEPT IN CASES THAT INVOLVE PERSONAL INJURY. |
b. | “Claim” shall mean any dispute or controversy arising out of or relating to this Agreement, your use of the CWS site, and/or the transactions, activities, or relationships that involve, lead to, or result from any of the foregoing, (except for cases pending in Small Claims Court as provided in Section 14(h) below, or claims for personal injury). Claims include, but not limited to breach of contract, fraud, misrepresentation, express or implied warranty, and equitable, injunctive, or declaratory relief, as well as claims relating to loan servicing, credit/collections, and securities matters, regardless of the originating source (common law, statute, constitution, regulation, etc.). Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise and include those brought by or against your assigns, heirs, or beneficiaries. |
c. | Either party to this Agreement has the right to require binding arbitration as the sole and exclusive forum and remedy for resolution of a claim between you and CWS. The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”). The procedure shall be governed by the AAA Commercial Rules, and the parties stipulate that the law of the State of Virginia applies, without regard to conflict-of-law principles. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to controlling law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. Arbitration shall take place in Virginia, or in such location as agreed upon by the parties. |
d. | Absent agreement among the parties, the presiding arbitrator shall determine how to allocate the fees and costs of arbitration among the parties according to the administrator’s rules or in accordance with controlling law if contrary to those rules. Each party shall bear the expense of that party’s attorneys, experts, and witnesses, regardless of which party prevails in the arbitration, unless controlling law provides a right for the prevailing party to recover fees and costs from the other party. Notwithstanding the foregoing, if the arbitrator determines that your claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), we shall not be required to pay any fees or costs of the arbitration proceeding, and any previously paid fees or costs shall be reimbursed by you. |
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Subscription Agreement
e. | If the amount in controversy exceeds $50,000, any party may appeal the arbitrator’s award to a three-arbitrator panel within 30 days of the final award. Additionally, in the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The three-arbitrator panel may consider all of the evidence and issue a new award, and the panel does not have to adopt or give any weight to the first arbitrator’s findings of fact or conclusion. This is called “de novo” review. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (FAA), and may be entered as a judgment in any court of competent jurisdiction. |
f. | The parties agree that this Arbitration Provision is made pursuant to a transaction between you and CWS that involves and affects interstate commerce and therefore shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by the law of the State of Virginia, subject to the limitations set forth in this Agreement. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The parties also agree that the proceedings shall be confidential to protect intellectual property rights. |
g. | IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING AN ARBITRATION OPT-OUT NOTICE TO CWS Investments, Inc. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ #▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, THAT IS RECEIVED AT THIS ADDRESS WITHIN 30 DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THIS FORM. YOUR OPT-OUT NOTICE MUST CLEARLY STATE THAT YOU ARE REJECTING ARBITRATION; IDENTIFY THE AGREEMENT TO WHICH IT APPLIES BY DATE; PROVIDE YOUR NAME, ADDRESS, AND SOCIAL SECURITY NUMBER; AND BE SIGNED BY YOU. YOUR MAY CONVEY THE OPT-OUT NOTICE BY U.S. MAIL OR ANY PRIVATE MAIL CARRIER (E.G. FEDERAL EXPRESS, UNITED PARCEL SERVICE, DHL EXPRESS, ETC.), SO LONG AS IT IS RECEIVED AT THE ABOVE MAILING ADDRESS WITHIN 30 DAYS OF YOUR FIRST ELECTRONIC ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF THE NOTICE IS SENT BY A THIRD PARTY, SUCH THIRD PARTY MUST INCLUDE EVIDENCE OF HIS OR HER LEGAL AUTHORITY TO SUBMIT THE OPT-OUT NOTICE ON YOUR BEHALF. IF YOUR OPT-OUT NOTICE IS NOT RECEIVED WITHIN 30 DAYS, YOU WILL BE DEEMED TO HAVE ACCEPTED ALL TERMS OF THIS ARBITRATION AGREEMENT. |
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Subscription Agreement
h. | CWS agrees not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration. |
i. | This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or Bond or any other promissory Bond(s) which you owe, or any amounts owed on such loans or Bonds, to any other person or entity. If any portion of this Arbitration Provision other than the prohibitions on class arbitration in Sections 14(a) and 14(h) is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the other provisions of this Arbitration Provision or this Agreement; if the prohibition on class arbitration is deemed invalid, however, then this entire Arbitration Agreement shall be null and void. |
j. | THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, OR ANY OTHER AGREEMENTS RELATED THERETO. |
10. | NOTICES. All notices, requests, demands, required disclosures, and other communications to you from CWS will be transmitted to you only by email to the email address you have registered on the site or will be posted on the site, and shall be deemed to have been duly given and effective upon transmission or posting. If your registered email address changes, you must notify CWS promptly. You also agree to promptly update your registered residence/mailing address on the site if you change your residence. You shall send all notices or other communications required to be given hereunder to CWS via email at ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or in writing to CWS Investments, Inc. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ #▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. You may call CWS at ▇▇▇-▇▇▇-▇▇▇▇, but calling may not satisfy your obligation to provide notice hereunder or otherwise preserve your rights. |
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11. | FURTHER ASSURANCES. The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this agreement. |
12. | CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES. Because CWS operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via the site or to the email address you provide to us. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to you or our rights, obligations, or services under this Agreement (each, a “Disclosure”). The decision to do business with us electronically is yours. This document informs you of your rights concerning disclosures. |
Electronic Communications. Any Disclosures will be provided to you electronically through ▇▇▇▇▇▇▇.▇▇▇ either on our website or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you.
Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.
Consenting to Do Business Electronically. Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.
How to Contact Us regarding Electronic Disclosures. You can contact us via email at ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or in writing to CWS Investments, Inc. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ #▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or calling ▇▇▇-▇▇▇-▇▇▇▇. You also agree to update your registered residence address and telephone number on the web site if they change.
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CWS Investments Inc.
Subscription Agreement
You will print a copy of this Agreement for your records. You agree and acknowledge that you can access, receive, and retain all Disclosures electronically sent via email or posted on the Site.
13. | MISCELLANEOUS |
a. | ENTIRE AGREEMENT: This Subscription Agreement constitutes the entire agreement between the parties and may be amended only by written agreement between all parties. |
b. | TERMINATION OF AGREEMENT: If this subscription is rejected by the Company, then this Subscription Agreement shall be null and void and of no further force and effect, no party shall have any rights against any other party and the Company shall promptly return the funds delivered with this Subscription Agreement. |
c. | TAXES. The discussion of the federal income tax considerations arising from investment in the Company, as set forth in the Memorandum, is general in nature and the federal income tax considerations to the Purchaser of investment in the Company will depend on individual circumstances. The Memorandum does not discuss state income tax considerations, which may apply to all or substantially all Purchasers. There can be no assurance the Internal Revenue Code or the Regulations under the Code will not be amended in a manner adverse to the interests of the Purchaser or the Company. |
d. | You and CWS agree that the Bonds are intended to be indebtedness of CWS for U.S. federal income tax purposes. You agree that you will not take any position inconsistent with such treatment of the Bonds for tax, accounting, or other purposes, unless required by law. You further acknowledge that the Bonds will be subject to the original issue discount rules of the Internal Revenue Code of 1986, as amended. You acknowledge that you are prepared to bear the risk of loss of your entire purchase price for any Bonds you purchase. |
e. | DULY AUTHORIZED. If the Purchaser is a corporation, partnership, trust, or other entity, the individuals signing in its name are duly authorized to execute and deliver this Subscription Agreement on behalf of such entity, and the purchase of the Units by such entity will not violate any law or agreement by which it is bound. |
▇. | ▇▇▇▇▇ WILL BE RESTRICTED SECURITIES. The Purchaser understands that the Bonds will be “restricted securities” as that term is defined in Rule 144 under the Act and, accordingly, that the Bonds must be held indefinitely unless they are subsequently registered under the Act and any other applicable securities law or exemptions from such registration is available. The Purchaser understands that the Company is under no obligation to register Bonds under the Act, to qualify Bonds under any securities law, or to comply with Regulation A or any other exemption under the Act or any other law. |
g. | UNITS CONTAIN RESTRICTIVE LEGEND. Although the Company does not intend to issue certificates, any documents or certificates issued to evidence ownership of the Bonds will bear restrictive legends notifying prospective purchasers of the transfer restrictions set forth above, and the Company will not permit transfer of any Bonds on the books of the Company in violation of such restrictions. |
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h. | SUCCESSORS. The representations, warranties and agreements contained in this Subscription Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. If the Purchaser is more than one person, the obligations of all of them shall be joint and several, and the representations and warranties contained herein shall be deemed to be made by and to be binding upon each such person and his heirs, executors, administrators, successors, and assigns. |
i. | INDEMNIFICATION. The Purchaser shall indemnify and defend the Company from and against any and all liability, damage, cost, or expense (including attorneys’ fees) arising out of or in connection with: |
i. | Any inaccuracy in, or breach of, any of the Purchaser’s declarations, representations, warranties or covenants set forth in this document or any other document or writing delivered to the Company; |
ii. | Any disposition by the Purchaser of any Bonds in violation of this Agreement, the Bylaws or applicable law; or |
iii. | Any action, suit, proceeding or arbitration alleging any of the foregoing. |
j. | CHANGE IN TERMS: We reserve the right to make changes to this agreement from time to time, and we will send or post electronic notice of such changes within ten days of the change(s). You understand and agree that these terms are subject to change. |
The terms of this Agreement shall survive until the maturity of the Bonds purchased by you. The parties stipulate that there are no third-party beneficiaries to this Agreement. You may not assign, transfer, sublicense, or otherwise delegate your rights or responsibilities under this Agreement to any person without prior written consent from CWS. Any such assignment, transfer, sublicense, or delegation in violation of this section shall be null and void. This Agreement shall be governed by the laws of the State of Virginia without regard to any principle of conflict of laws that would require or permit the application of the laws of any other jurisdiction. Any waiver of a breach of any provision of this Agreement will not be a waiver of any subsequent breach. Failure or delay by CWS to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If at any time subsequent to the date hereof, any of the provisions of this Agreement shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Agreement. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.
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14. | ENTIRE AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND CWS REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS, PROMISES AND PROPOSALS, WHETHER ORAL, WRITTEN OR ELECTRONIC, BETWEEN US. |
15. | HEADINGS. ALL SECTION HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT MODIFY OR AFFECT THE MEANING, CONSTRUCTION, OR INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT. |
16. | FURTHER REPRESENTATIONS |
Purchaser understands that the Company will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement and in the Investor Questionnaire.
Purchaser represents and warrants to the Company as follows:
1. | My Statements and responses contained in this Subscription Agreement and the attached Investor Questionnaire are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether I am a suitable investor. |
2. | I will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement or the attached Investor Questionnaire before acceptance by the Company of this subscription. |
3. | I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or I have consulted with Professional Advisors identified in the attached Investor Questionnaire who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment. |
4. | I am able to bear the economic risk of an investment in the Bonds for an indefinite period of time and understand that an investment in the Bonds is illiquid and may result in a complete loss of such investment. |
[signature pages to follow]
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CWS Investments Inc.
Subscription Agreement
Section 4: Bondholder Phantom Equity Agreement |
This PHANTOM EQUITY AGREEMENT (“Agreement”) is entered into as of the Effective Date, by and between CWS Investments Inc., a Virginia corporation (the “Company”), and the undersigned holder (“Bondholder”) of the Company’s A1 and A5 Classes (the “Bonds”).
1. | Purpose and Background. This Agreement sets forth the terms under which the Bondholder shall be entitled to receive certain profit-sharing payments in addition to the fixed interest payments specified under the Bonds. The profit-sharing rights are granted solely by contract, and are intended to replicate, for limited economic purposes, the cash distributions that would be payable to holders of common equity, without conveying any equity interest in the Company. These rights are consistent with the Class A1 and A5 Profit-Sharing Bonds provisions disclosed in the Company’s Offering Circular and related offering documents. |
2. | Phantom Share Allocation. The Company has reserved 10% of its Excess Distributable Cash to be shared pro rata among holders of Class A1 and Class A5 Profit-Sharing Bonds (the “Profit Pool”). These rights are granted through an economic instrument known as Phantom Shares. |
a. | Phantom Share Tiers - To reward early participation, the number of Phantom Shares granted per Bond decreases over time as follows: |
Date of Investment | Phantom Shares Per Bond | Period Reference | |||
01/01/26 – 06/30/26 | 20 | U | |||
07/01/26 – 12/31/26 | 18 | V | |||
01/01/27 – 06/30/27 | 16 | W | |||
07/01/27 - 12/31/27 | 14 | X | |||
01/01/28 – 06/30/28 | 12 | Y | |||
07/01/28 – 12/31/28 | 10 | Z |
Each Bondholder’s entitlement to profit-sharing payments is based on the number of Phantom Shares held, relative to the total Phantom Shares outstanding at the time of distribution.
3. | Definitions. |
a. | “Board” means the Board of Directors of CWS Investments Inc., as constituted from time to time in accordance with the Company’s Bylaws. |
b. | “Common Stock Distribution” means any declared distribution to holders of the Company’s common stock, including dividends, return of capital, or other equity-based payments. |
c. | “Company Assets” means any and all assets of the Company, including mortgage loans, real property, contracts or notes receivable, cash, or any other asset or receivable of the Company. |
d. | “Effective Date” means the date on which the Bondholder’s subscription for Class A1 and A5 Bonds is accepted by the Company and the Bondholder Agreement is execute |
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e.
f. | “Excess Distributable Cash” means, with respect to any fiscal period, the cash received by the Company from operations and the sale of Company Assets, as determined in good faith by the Company’s Board of Directors, after payment or provision for: (i) all accrued and unpaid interest on outstanding bonds; (ii) repayment of any deferred offering costs, including broker-dealer and marketing fees; (iii) Company Expenses, including taxes, operating expenses, and liabilities (iv) reasonable reserves for contingencies and anticipated obligations as determined appropriate by the Board; and (v) any other amounts required under applicable law or contractual obligations. |
g. | “Subscription Agreement” means the agreement executed by the Bondholder and accepted by the Company as part of the Subscription Booklet, pursuant to which the Bondholder purchases the Class A1 or A5 Bonds. |
4. | Profit-Sharing Distributions. |
a. | Phantom Shares are issued at the time of investment in Class A1 or A5 Profit-Sharing Bonds, based on the investment date. While Phantom Shares are issued upfront, they only provide economic value if and when the Company declares a distribution to its common shareholders (a “Common Stock Distribution”). |
b. | The Company may declare a Common Stock Distribution only when it determines that Excess Distributable Cash is available. Distributions are not guaranteed and will be made solely at the discretion of the Board of Directors. |
c. | Payment shall be made concurrently with, or promptly after, the distribution to common shareholders, subject to the availability of Excess Distributable Cash and compliance with applicable legal and financial requirements. No profit-sharing distributions shall be made until the Company’s accumulated deficit is positive, as determined by the Company’s audited financial statements, which is anticipated to occur around the maturity of the first bond issuances. |
d. | When a Common Stock Distribution is declared, 10% of the total amount distributed (the “Profit Pool”) is allocated pro rata to Phantom Shareholders as follows: |
e. | (Investor’s Phantom Shares ÷ Total Outstanding Phantom Shares) × 10% × Total Distribution = Profit-Sharing Payment |
f. | Example (for investments made 01/01/26 – 06/30/26): |
● | The Company has $1,000,000 common stock shares outstanding |
● | The Company declares a distribution of $1.00/common stock share ($1,000,000) |
● | The Profit Pool is $100,000 (10% of common stock distribution) |
● | Investor A acquires 10 Bonds and thus holds 200 Phantom Shares (10 bonds x 20/phantom shares per bond) |
● | Other Investors acquire Bonds resulting in 9,800 Phantom Shares |
● | Total outstanding Phantom Shares = 10,000 |
● | Investor A receives (200/10,000) × $100,000 = $2,000 phantom share distribution |
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5. | Termination of Profit-Sharing Rights. The Bondholder’s rights under this Agreement shall automatically terminate, without further action, upon the earliest of: (i) the full repayment, redemption, or maturity of the Bondholder’s Class D5 Bonds; (ii) the sale, liquidation, winding down, or dissolution of the Company; (iii) the repurchase or cancellation of the Bonds by the Company; (iv) the Bondholder’s transfer of the Bonds, unless expressly permitted under applicable subscription documents. |
6. | No Equity, Ownership, or Voting Rights. The Bondholder acknowledges and agrees that: |
a. | This Agreement does not constitute a grant of stock, equity, or ownership interest in the Company; |
b. | The Phantom Shares do not represent securities of the Company and are not convertible into shares of common or preferred stock; and |
c. | The Bondholder shall not have any voting rights, rights to receive notices, inspection rights, or any other shareholder rights under Virginia law or the Company’s governing documents. |
7. | Representations and Warranties. The Bondholder represents and warrants that: (a) the Bondholder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended or must comply with the 10% limitation to investment in the offering; (b) the Bondholder has received and reviewed the Offering Circular and related offering documents; (c) the Bondholder is acquiring the rights under this Agreement for investment purposes only and not with a view to resale or distribution; and (d) the Bondholder has consulted with its own legal, tax, and financial advisors regarding the risks and benefits of this Agreement. |
8. | Tax Treatment. All payments under this Agreement shall be treated as ordinary income to the Bondholder, unless otherwise determined by applicable tax authorities, and shall be reported by the Company on IRS Form 1099-MISC, 1099-INT, or other applicable tax form as required by law. The Company shall comply with all applicable federal, state, and local tax reporting and withholding requirements. The Company makes no representation or warranty as to the tax treatment of any payment made under this Agreement. The Bondholder is solely responsible for any tax obligations arising from amounts received and is urged to consult with a qualified tax advisor regarding the tax consequences of payments under this Agreement. |
9. | ERISA and Retirement Plan Considerations. Bondholders that are employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or individual retirement accounts (“IRAs”) should consult with their ERISA or tax advisors regarding the potential tax consequences of receiving payments under this Agreement, including the possibility of unrelated business taxable income (UBTI) or prohibited transactions under ERISA or the Internal Revenue Code. |
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10. | Withholding and Offset. The Company may withhold from any amount payable under this Agreement such amounts as are required to be withheld pursuant to applicable federal, state, or local tax laws. The Company may also offset any amounts owed to the Bondholder against any amounts the Bondholder owes to the Company, provided such offset is permitted under applicable law. |
11. | Assignment; Successors and Assigns. |
a. | This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The rights and obligations of the Bondholder hereunder may not be assigned, transferred, or encumbered except with a permitted transfer of the Bonds in accordance with the Subscription Agreement or applicable law. |
b. | The Bonds are restricted securities under the Securities Act of 1933, as amended, and applicable state securities laws, and may not be offered, sold, transferred, or delivered, directly or indirectly, unless registered or exempt from registration. The Company reserves the right to refuse consent to any transfer or assignment of the Bonds or the rights under this Agreement in its sole discretion, as provided in the Subscription Agreement and the Private Placement Memorandum. |
12. | No Guarantee of Distributions. Nothing in this Agreement shall be construed to require the Company to declare Excess Distributable Cash or make any Common Stock Distribution. The determination of whether to make any such distribution shall remain within the sole discretion of the Company’s Board of Directors. |
13. | Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Fairfax County, Virginia, and the parties hereby submit to the jurisdiction of such courts. |
14. | Entire Agreement. This Agreement, together with the Subscription Agreement and related offering documents, constitutes the entire understanding between the parties with respect to the subject matter hereof. In the event of a conflict, this Agreement shall govern solely with respect to the profit-sharing rights described herein. No modification of this Agreement shall be effective unless in writing and signed by both parties. |
15. | Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the extent necessary to render it valid and enforceable, or if such modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect. |
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16. | Confidentiality. The Bondholder acknowledges that the terms of this Agreement and any information provided by the Company in connection with profit-sharing distributions are confidential. The Bondholder agrees not to disclose such information to any person or entity, except to the Bondholder’s accountants, financial planners, or attorneys for the purpose of rendering professional advice related to this Agreement, without the prior written consent of the Company. |
17. | Survival. The provisions of Sections 8 (Tax Treatment), 9 (ERISA and Retirement Plan Considerations), 13 (Governing Law and Dispute Resolution), 15 (Severability), and 16 (Confidentiality) shall survive the termination of this Agreement for any reason. |
Notices. Any notice or communication required or permitted under this Agreement shall be in writing and delivered (i) by certified mail, return receipt requested, (ii) by overnight courier service with tracking capability, or (iii) by email with confirmation of receipt, to the addresses provided in the Subscription Agreement or such other addresses as the parties may designate in writing. Notices shall be deemed received on the date of delivery if sent by courier or email, or five (5) business days after mailing if sent by certified mail.
(signature pages to follow)
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Section 5: Signature Page |
FOR GOOD AND VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement this ______________ | ||
Please select the bond class and enter the investment amount next to your selected class. | Dollar amount of Capital Commitment: $ _______________________.
CLASS A1 BONDS AT 8% PER ANNUM : $______________________ CLASS A5 BONDS AT 8.5% PER ANNUM : $______________________ | |
NOTE MINIMUMS A1: $10K A5: $50K | I/We understand and agree my/our subscription will become effective on the first (1st) day of the first month following acceptance of the subscription (the “Effective Date”). Any investment in the Company prior to the Effective Date shall be treated as a loan for which I/we shall receive interest during the month prior to the Effective Date and for which I/we will receive a 1099 Statement. As of the Effective Date, my/our investment will be treated as an investment in the Company. | |
BY PURCHASING BONDS AND EXECUTING THIS SUBSCRIPTION AGREEMENT, EACH PURCHASER HEREBY AGREES, UPON SUBMISSION AS A BONDHOLDER OF THE COMPANY. |
Signatures | |
* Required | |
Signature of Individual / Authorized Person* | Date* |
Signature of Co-Owner, if applicable | Date |
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Section 6: Acceptance Page |
7a. Signatures One signature and date must be provided. | |
CWS INVESTMENTS INC
Name of Entity CWS INVESTMENTS INC
| |
Print Name and Title of Entity Representative | |
________________________________________ | |
Signature of Entity Representative
X ____________________________________ |
Date |
ACCEPTANCE: (NOT VALID UNTIL ACCEPTED BY COMPANY) |
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Beneficiary Information |
This form is available for individual and joint accounts. | The undersigned account owner(s) hereby designate(s) the following person(s) as my beneficiary(ies). If I live in a state with community property statutes and do not designate my spouse as the sole primary beneficiary, I represent and warrant that my spouse has consented to such designation. | ||
Name of Beneficiary: | |||
Address | |||
City, State, Zip Code | |||
Social Security Number (or) Tax Identification Number | |||
Phone | |||
_______________________ | _______________________ | ||
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