This document contains instructions for completing the subscription documents for a Private Placement Memorandum for Film Production. The relevant documents can be found on Docracy at the following links:
Subscription Agreement: PPM for Film - Subscription Agreement
Investor Questionnaire: PPM for Film - Investor Questionnaire
Terms: Private Placement Memorandum for Film - Terms
Investment Considerations & Risk Factors: Private Placement Memorandum for Film - Investment Considerations & Risk Factors... show more
LLC Operating Agreement: Amended & Restated LLC Operating Agreement
Individual: Private Placement Memorandum for Film - Individual Subscriber Acknowledgment
Partnership: Partnership Acknowledgement
LLC: PPM for Film - LLC Acknowledgement
Corporate: PPM for Film - Corporate Acknowledgement
Trust: PPM for Film - Trust Acknowledgement
Your Company LLC,
a Delaware limited liability company
Units of Class A Limited Liability Company Membership Interest
$325,000 Maximum; No Minimum
$100 per Unit of Class A Limited Liability Company Membership Interest
Minimum Investment of $10,000
DIRECTIONS FOR COMPLETION OF THE SUBSCRIPTION DOCUMENTS
This booklet of subscription documents relates to the private offering of up to $325,000 of units of Class A limited liability company membership interest (the “Class A Units”) by Your Company LLC, a Delaware limited liability company (the “Company”). Delivery of this booklet to anyone other than the person named on the front cover is unauthorized, and any reproduction or circulation of this booklet, in whole or in part, is prohibited.
Prospective investors must complete all of the subscription documents contained in this booklet in the manner described below. For purposes of these subscription documents, the “Investor” is the person for whose account Class A Units are being purchased. Another person with investment authority may execute the subscription documents on behalf of the Investor, but should indicate the capacity in which such person is doing so and the name of the Investor.
1. Subscription Agreement:
a. Fill in the number of Class A Units subscribed for and the total amount of the investment on page 9. For example, if the amount of the desired investment is $50,000, the number of Class A Units purchased would be 500 and the total amount of investment would be $50,000.
b. Date, print the name of the Investor and sign (and print name, capacity and title, if applicable) on page 9. The Subscription Agreement must be signed in the presence of a notary public. The notary public should complete and sign the appropriate acknowledgement form (making any changes necessary to reflect the Investor’s particular circumstances).
2. Investor Questionnaire:
a. In Section 1, each Investor should fill in the Investor’s name, address, email address, tax identification or social security number and telephone and facsimile numbers.
b. Each Investor who qualifies as an accredited investor should place a check in the appropriate space(s) in Section 2 which are next to the categories under which the Investor qualifies as an accredited investor.
c. Each Investor should respond to the questions in Section 3. Entity investors should complete the information in Section A and individual investors should complete the information in Section B.
d. Each Investor should respond to the questions in Section 4.
e. The Investor Questionnaire is included herewith as Exhibit C to the Subscription Agreement.
3. Form W-9:
Each Investor should complete, sign and date the Form W-9 contained in this booklet in accordance with the instructions to the Form.
4. Evidence of Authorization:
Investors which are corporations must submit certified corporate resolutions authorizing the subscription and identifying the corporate officer empowered to sign the Subscription Documents (as defined below).
Partnerships must submit a certified copy of the partnership certificate (in the case of limited partnerships) or partnership agreement identifying the general partners.
For limited liability companies:
Limited liability companies must submit a copy of their operating agreement identifying the manager or managing member, as applicable.
Trusts must submit a copy of the trust agreement.
5. Delivery of Subscription Documents:
A completed and signed copy of the Subscription Agreement and Form W-9, a completed Investor Questionnaire, any required evidence of authorization (collectively, the “Subscription Documents”) and payment for the Class A Units to be purchased should be delivered to the Company at the following address:
Your Company, LLC
City, State Zip
Attention: Your Name, Manager
e-mail: [email protected]
Inquiries regarding subscription procedures, the Company or the offering of Class A Units should be directed to Your Name, (555) 555-5555, at Your Company LLC.
If the Investor’s subscription is accepted by the Company, a fully executed copy of the Subscription Agreement and the Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”), together with copies of all other Subscription Documents will be delivered to the Investor.
No subscription will be accepted that does not include (a) a signed and notarized Subscription Agreement, (b) a completed Investor Questionnaire, (c) a completed and signed Form W-9, and (d) payment of the purchase price of the Class A Units to be purchased. The Company reserves the right, in its sole discretion, to reject any subscription if it believes the prospective Investor does not meet the qualifications for an investment in Class A Units, or for any other reason.
The initial closing shall occur on or before July 31, 2007, or such later date as determined by the Company’s manager (the “Initial Closing”). Following the Initial Closing, the Company may conduct one or more subsequent closings until the date on which the Company has accepted subscriptions for Class A Units in the aggregate amount of $80,000 (the “Initial Offering Amount”). Subscriptions received after the sale of the Initial Offering Amount will be held in a segregated account and released to the Company on the date the Company has received subscriptions in the aggregate amount of $245,000 (the “Final Closing”). The Final Closing shall occur by March 31, 2008, subject to the right of the Company’s manager to extend the offering. If the Investor’s subscription is not accepted by the Company, the Investor’s funds shall be returned, without interest or deduction, to the Investor.
The Securities being offered have not been registered under the Securities Act of 1933, as amended (The “Securities Act”), or the Securities Laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such Laws. The units of Class A Limited Liability Company Membership Interest (“Class A Units”) are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and such Laws pursuant to registration or exemption therefrom. The Class A Units have not been approved or disapproved by the Securities and Exchange Commission, 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 information contained herein. Any representation to the contrary is unlawful.
Each prospective investor must comply with all applicable laws and regulation in force in any jurisdiction in which such investor purchases, offers or sells the Class A Units and must obtain any consent, approval or permission required by the investor for the purchase, offer or sale by the investor of the Class A Units under the laws and regulations in force in any jurisdiction to which the investor is subject or in which the investor makes such purchases, offers or resales, and the Company shall not have any responsibility therefor.
Certain information contained in these Subscription Documents is confidential and proprietary to the Company and is being submitted to prospective investors solely for such investors’ confidential use with the express understanding that, without prior express permission of the Company, such person will not release these Subscription Documents or discuss the information contained herein or make reproductions of or use these Subscription Documents for any purpose other than evaluating a potential investment in Class A Units. These Subscription Documents may not be reproduced, in whole or in part, and are accepted with the understanding that they will be returned if the offeree does not purchase the Securities offered hereby.
The offering of Class A Units is subject to withdrawal, cancellation or modification by the Company without notice and the Company reserves the right, in its sole discretion, to reject any Subscription in whole or in part for any reason or to allot to any subscriber less than the number of Class A Units subscribed for.
The offering price of the Class A Units has been determined by the Company and does not necessarily bear any relationship to the assets, book value or potential earnings of the Company or any other recognized criteria of value.
These Subscription Documents should be read in conjunction with the exhibits hereto, including the Investment Considerations and Risk Factors contained therein.
Each offeree may, if the offeree so desires, make inquiries of the Company with respect to the Company’s business or any other matters relating to the Company and any investment in the Securities thereof, and may obtain any additional information which such person deems to be necessary in connection with making an investment decision in order to verify the accuracy of the information contained in these Subscription Documents (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense). In connection with such inquiry, any documents which any offeree wishes to review will be made available for inspection and copying or provided, upon request, subject to the offeree’s agreement to maintain such information in confidence and to return the same to the Company if the offeree does not purchase the Securities offered hereunder.
No person other than as provided for herein has been authorized to give any information or to make any representations other than those contained in these Subscription Documents in connection with the offer being made hereby, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company.
These Subscription Documents do not constitute an offer to sell or the solicitation of an offer to buy any Securities other than the Securities offered hereby, nor do they constitute an offer to sell or a solicitation of an offer to buy such Securities by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such an offer or solicitation is not qualified to do so.
Prospective investors are not to construe the contents of these Subscription Documents as legal, investment or tax advice. Each prospective investor should consult his, her or its own advisors as to legal, investment, tax and related matters concerning an investment by such prospective investor in the Company.
The statements contained herein are based on information believed by the Company to be reliable. No warranty can be made as to the accuracy of such information or that circumstances have not been changed since the date such information was supplied. These Subscription Documents contain references to and summaries of certain provisions of documents relating to the purchase of Class A Units. Such references and summaries do not purport to be complete and are qualified in their entirety by reference to the text of the original documents, which are available upon request.
It is the responsibility of any person wishing to purchase Class A Units to satisfy himself or herself as to the full observation of the Laws of any relevant territory outside the United States in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable formalities.
NASAA UNIFORM LEGEND
In making investment decisions investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These Securities have not been recommended by any Federal or State Securities Commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of these Subscription Documents. Any representation to the contrary is a criminal offense. These Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable State Securities Laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.
FOR RESIDENTS OF FLORIDA
The Florida department of Banking and Finance has not reviewed this offering or these Subscription Documents and the Securities offered hereby have not been registered under the Florida securities and Investor Protection Act. Unless the Securities offered hereby are registered, they may not be resold or transferred except in a transaction which is exempt under that Act.
Pursuant to Section 517.061(11)(A) of the Florida Securities and Investor Protection Act, where sales are made to five or more persons in Florida, Florida investors have a three day right of withdrawal of acceptance. If you have executed a Subscription Agreement, you may elect, within three business days after the delivery by you of any consideration for the Securities, to withdraw from your Subscription Agreement. Your withdrawal will be without any further liability to you. To accomplish such withdrawal, you need only telephone or send a telegram (within such time period) to:
Your Company, LLC
City, State Zip
Attention: Your Name, Manager
Telephone: (555) 555-5555
e-mail: [email protected]
SHOULD YOU MAKE THIS REQUEST ORALLY, YOU MUST ALSO SEND A WRITTEN CONFIRMATION OF YOUR REQUEST.
Your Company LLC,
a Delaware limited liability company