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THIS SUBSCRIPTION AGREEMENT (this "Agreement" or this "Subscription") is made and entered into as of the date of full execution, by and between the undersigned (the "Subscriber," "Investor," or "you") and Seed Equity Properties LLC, a Colorado limited liability company ("Seed Equity" or "we" or "us" or "our"), with reference to the facts set forth below.
WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by Seed Equity) certain Class B Units (the "Class B Units"), as set forth in Section 1 and on the signature page hereto ("Purchase"), offered pursuant to that certain Offering Circular, dated as of [DATE] (the "Offering Date") of Seed Equity (the "Offering Circular").
NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
NOTE TO INVESTORS WHO SUBSCRIBE PRIOR TO OUR RAISING THE MINIMUM OFFERING AMOUNT
Notwithstanding anything in this Subscription Agreement to the contrary, we may not accept subscriptions until such time as we have received subscriptions equaling the minimum offering amount, which is $2,250,000 ("Minimum Offering Amount"). Investors' funds will be held in a non-interest-bearing account if and until the Minimum Offering Amount is met. If we are unable to sell and receive payments for the Minimum Offering Amount by 12 months subsequent to the Offering Date, investor funds will be returned without interest or deduction. Investors in the Class B Units offered hereby may not have the use of such funds or receive interest thereon pending the completion of the Offering. The funds will be drawn by us using an ACH electronic fund transfer through the Automated Clearing House network only after the $2,250,000 minimum threshold has been met.
Prior to our achieving the minimum offering amount, subscribers may revoke their subscription by providing us with a written notice requesting such rescission, to be sent to the following address:
Seed Equity Properties LLC
1660 South Albion Street, Suite 321
Denver, Colorado 80222
1. Subscription for and Purchase of the Class B Units.
1.1. Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Class B Units (the "Purchase") in the amount of the purchase price (the "Purchase Price") set forth on the signature page to this Agreement.
1.2. The Subscriber must initially purchase at least 100 Class B Units in this offering. There is no minimum subscription requirement on additional purchases once the Subscriber has purchased the requisite minimum of 100 Class B Units.
1.4. Seed Equity has the right to reject this Subscription in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.
1.5. Once you make a funding commitment to purchase the Class B Units, it is irrevocable until the Class B Units are issued, the Purchase is rejected by Seed Equity, or Seed Equity otherwise determines not to consummate the transaction.
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