Subscription Agreement
Subscription Agreement
Subscription Agreement
Name of Subscriber:
Total
Amount
of
Subscription:
$
1. Subscription: The Undersigned hereby subscribes for and agrees to make a contribution equal to the Total Amount of Subscription as stated above to purchase a limited Investing Member Interest (the "Interest") in Mock NYC, LLC (the "Company"), a limited liability company formed under the laws of the State of New York, upon the terms and conditions set forth herein and in the Operating Agreement of the Limited Liability Company attached hereto (the "Operating Agreement"). The Undersigned hereby provides the Company with a contribution in the amount of $ (the "Capital Contribution). This Subscription Agreement shall become effective at such time as (i) the Undersigned furnishes to the Company, (A) cash, check or in-kind value in the amount of the Capital Contribution and (B) the Subscription Agreement, additional Investing Member Signature Pages (in duplicate) properly executed by the Undersigned; and (ii) a Managing Member accepts the subscription by the Undersigned. (All terms not defined herein shall be defined as set forth in the Operating Agreement.)
2. Subscription Terms: The Capital interests being offered hereunder are valued at Seventeen Thousand Five H undred ($17,500) D ollars Per U nit. 3. Representations and Warranties: The Undersigned acknowledges, represents, warrants and agrees as follows:
(a) The Undersigned has received and carefully reviewed the Operating Agreement and has relied only on the information contained therein or information otherwise provided in writing by a duly authorized officer of the Managing Member of the Company. The Undersigned understands that all documents, records and books pertaining to this investment have been made available for inspection by the undersigned and any attorney, accountant and/or Purchaser Representative(s) (as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended [the "Securities Act"]) of the Undersigned and that the books and records of the Company will be available, upon reasonable notice, for inspection by any of the foregoing during reasonable business hours at the offices of the Managing Member of the Company as provided in the Operating Agreement. The Undersigned and/or such advisor(s) have had a reasonable opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Interests, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense. The undersigned and/or such Advisor(s) have had access to all material books and records of the Managing Member relating to the Interests. All such questions have been answered to the full satisfaction of the Undersigned. No oral representations have been made with the offering of the Interests. (b) The Undersigned (i) has no need for liquidity in this investment, (ii) is able to bear the substantial economic risks of an investment in the Company for an indefinite period, (iii) at the present time, can afford a complete loss of such investment, (iv) has no reason to anticipate any material change in the Undersigned's circumstances and, if a natural person, (v) has adequate means of providing for current needs and possible personal contingencies. (c) The Undersigned and/or any applicable advisor or Purchaser Representative(s) of the undersigned have such knowledge and experience in financial, tax and business matters in connection with the offering of the Interests, to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. (d) The Undersigned understands that the sale of the Interests has not been registered under the Securities Act in reliance upon an exemption therefrom for non-public or limited offerings. The Undersigned understands that the Interests must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available at that time. The Undersigned further understands that the Company is under no obligation to register the Interests on behalf of or to assist the Undersigned in complying with any exception from registration. (e) The Undersigned realizes that the Undersigned may not be able to
sell or dispose of any Interests as there will be no public market therefor. (f) All information which the Undersigned has provided to the Company concerning the Undersigned or the Undersigned's investor status, financial position and knowledge and experience in financial and business matters, or, in the case of a corporation, Investor Membership or other entity, the knowledge and experience in financial and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such information prior to his subscription being accepted, the Undersigned will immediately provide the Company with such information.
(g) The Undersigned understands that the Interests have been issued pursuant to an exemption from the registration provisions of the Securities Act of 1933, as amended, and Regulation D thereunder. Accordingly, the Interests may not be sold or transferred by the Undersigned absent registration thereunder or an applicable exemption therefrom.
(h) The Undersigned, if an individual, is a citizen of the United States of America (unless otherwise specified on both copies of the appropriate signature page) and is at least 21 years of age.
3.
(a) in the case of a Subscriber who is an individual, check all the boxes below which are applicable: (i) Net worth, or joint net worth with that of spouse, EXCLUSIVE OF THE VALUE OF THE PRIMARY RESIDENCE, at the time of purchase of the Unit(s), exceeds $1,000,000. (ii) Individual income was in excess of $200,000 in each of the two most recent years or joint income with that of spouse was in excess of $300,000 in each of those years and Subscriber reasonably expects to reach the same income level in the current year. (iii) None of the above apply.
(b) in the case of a Subscriber whom is not an individual, check all of the boxes where applicable and briefly describe the nature of the Subscriber: (i) Its total assets exceed $5,000,000. (ii) All equity owners of the Subscriber meet the criteria set forth in (a)(i) or (a)(ii) or (b)(i) of this Section 3. (iii) It is not an investment company as defined in Section 3(a) of the Investment Company Act of 1940 which is required to be registered under such Act or which is exempt from registration pursuant to Section 3(c)(1) of such Act.
4.
(a) Nature of Business: The sole business of the Company will be the production of a theatrical musical and exploiting certain rights therein. This is a speculative venture and it is impossible to project or predict whether the production will result in a gain or loss to investors. Membership interests should not be purchased unless the investor is prepared for the possibility of a total loss.
(b) No Assurance of Success: There can be no assurance that the Theatrical Play will obtain any form of exploitation, that any actual expenses incurred will be within projected estimates and that any part of the Capital Interest Contributions will be repaid.
(c) Additional Funds Required by the Managing Member: The Operating Agreement provides that if additional funds are needed, the Managing Member may borrow or advance whatever additional funds it may deem to be necessary, and such funds with interest, if any, will be repaid prior to the return of
any Capital Contributions. Investors should note that even if the Theatrical Play is successful, such loans or advances, if made, may result in considerable delay in the repayment of Capital Contributions, or in a complete loss to investors, since such loans or advances may equal or exceed the revenues.
(d)
Right
of
Managing
Member
to
Recall
Net
Profits
and
Capital
Contributions:
The
Managing
Member
reserves
the
right
to
recall
any
distributed
Net
Profits
(including
distributed
interest,
if
any)
of
the
Company
and
any
returned
Capital
Contributions
for
the
purposes
of
paying
any
debts,
taxes,
liabilities
or
obligations
of
the
Company
for
which
Company
assets
are
insufficient.
(e)
Abandonment
of
Production:
The
Managing
Member
may,
in
his
sole
discretion,
abandon
the
production
of
the
Play
at
any
time
for
any
reason
whatsoever.
(f) Use of Capital Contributions Prior to Capitalization of the Company: Investor is authorizing the use of their funds (with accumulated interest, if any) prior to minimum Total Capitalization of the Company, and is therefore incurring the risk that the offering may never be completed and that the investor authorizing such use may lose part or all of his or her investment contribution if the offering is not completed. Investors should note that there is no advantage to entering into such agreement, except to the extent that the Investor and Managing Member may negotiate and provide for such advantage in a separate agreement. (g) Managing Members Right to Provide Unaudited Financial Statements: The Managing Members may apply for an exemption from the requirements of filing certified accounting statements with the New York State Department of Law. If granted, the Investing Members will be relying solely on the Managing Member for the determination of their share of the Company Net Profits and for the accuracy of such statements.
(h) Restrictions and Limitations on Transferability: The Interests may be acquired for investment purposes only and not with a view to or for resale in connection with any distribution of such Interests. The Interests will not be registered under the Securities Act of 1933, as amended, by reason of a specific exemption under the provisions of such Act which depends in part upon the investment intent of the investor and, accordingly, the sale or other disposition of Interests may not be accomplished without full compliance with the applicable Federal and State securities law. In addition, the Interests may be transferred only if certain requirements are satisfied and with the consent of the Managing Members. For these reasons, among others, it is not anticipated that any public market will be developed for the purchase and sale of these Interests. Consequently, Investing Members may not be able to liquidate their investment in
the event of any emergency. (i) Other Business Activities of the Managing Members: The obligations of the Managing Members to the Company are not exclusive. The Managing Members are involved in other theatrical projects as well as in other business activities. Moreover, the Managing Members may engage in the production of other theatrical productions for its own account, and for others, during the term of the Company even though such activities could be seen as competing with the Company a d resulting in potential conflicts of interest. (j) Tax Consequences: The Managing Members makes no representations or warranties as to the tax consequences which will result from an investment in the Company by an Investing Member. Due to the risks described herein and the speculative nature of this project, Investing Members are advised to consult with their own legal counsel and/or accountants in connection with the specific tax consequences that may apply to each Investing Member. 5. Indemnification: The Undersigned agrees to indemnify and hold harmless the Company, the Managing Members and its principals, officers, directors and/or affiliates from and against all damages, losses, costs and expenses (including reasonable attorney's fees) which they or any of them may incur by reasons of the failure of the Undersigned to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any breach of any agreement, representation or warranty made by the Undersigned herein or in any document provided by the Undersigned to the Company in connection with this subscription or otherwise. 6. Miscellaneous:
(a) The Undersigned agrees not to transfer or assign this Subscription Agreement, and further agrees that the transfer or assignment of Interest acquired pursuant hereto shall be made only in accordance with the Operating Agreement and with all applicable laws. Any transfer or assignment in contravention with the foregoing shall be void ab initio and without effect. (b) Upon the execution of this Subscription Agreement and acceptance thereof by the Company, the undersigned covenants and agrees to be bound and governed by each and all of the provisions of the Operating Agreement and further appoints the Managing Member as his true and lawful attorney-in-fact with full power and authority now and hereafter for the purpose of executing, amending, verifying, delivering and filing where required on behalf of the Undersigned, the Operating Agreement between the
Undersigned and the other persons and parties who (together with the Undersigned), shall constitute the Members of the Company, and for the purposes set forth in the Operating Agreement. This power of attorney shall be deemed coupled with an interest, shall be irrevocable and shall survive the death, incapacity or dissolution of the Undersigned. (c) This Subscription Agreement, together with the Operating Agreement and all other documents required herein, constitutes the entire agreement between the Undersigned and the Company with respect to the subject matter hereof. This Subscription Agreement may be amended only by a writing executed by both the Company and the Undersigned.
(d) This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Undersigned has executed this Subscription Agreement this day of , 20__.
Subscriber's Signature
Printed
Name
$
Total
Amount
of
Subscription
On
this
day
of
,20
before me,
personally came
same person who executed the foregoing instrument, and who, being duly sworn by me, did depose and say that (s)he is the a corporation, and that (s)he signed his/her name thereto
by
order
of
the
board
of
directors
of
said
corporation,
and
(s)he
duly
acknowledged
to
me
that
(s)he
executed
the
same
as
the
act
and
deed
of
said
corporation
for
the
uses
and
purposes
mentioned
therein.
STATE
OF
COUNTY
OF
Notary
Public
ACKNOWLEDGMENT
BY
INVESTOR
MEMBERSHIP
On
this
day of
,20
before me,
personally
came
to
me
known,
and
known
to
me
to
be
the
same
person
who
executed
the
foregoing
instrument,
and
who,
being
duly
sworn
by
me,
did
depose
and
say
that
(s)he
is
a
Investor
Member
of
,
a
Investor
Membership,
and
that
(s)he
is
duly
executing
the
foregoing
instrument
in
the
name
of
said
Investor
Membership,
that
(s)he
is
duly
authorized
to
sign
the
same,
and
(s)he
duly
acknowledged
to
me
that
(s)he
executed
the
same
as
the
act
and
deed
of
said
Investor
Membership,
for
the
uses
and
purposes
mentioned
therein.
Notary Public
ACKNOWLEDGMENT FOR LIMITED LIABILITY COMPANY STATE OF COUNTY OF On this day of ,20 _, before me, personally came to
me known, and known to me to be the same person who executed the foregoing instrument, and who being duly sworn by me, did depose and say that (s)he is a member of , a limited liability company, and that (s)he duly executed
the foregoing instrument in the name of said limited liability company, and that (s)he is duly authorized to sign the same, and (s)he duly acknowledged to me that (s)he executed same as the act and deed of said limited liability company, for the uses and purposes mentioned therein.
STATE
OF
COUNTY
OF
On
day
this
of
,20
_,
before
me,
personally
Notary
Public
ACKNOWLEDGMENT
FOR
TRUST
came to me known, and known to me to be the same person who executed the foregoing instrument, and who being duly sworn by me, did depose and say that (s)he is a trustee of , and as such trustee, being authorized so to do, executed the foregoing instrument for the uses and purposes mentioned therein, by signing the name of the trust by himself/herself as trustee.
Notary
Public
10
Instructions: This questionnaire must be completed by EACH prospective investor. If a prospective investor is an entity, then EACH AND EVERY equity holder in that entity must complete Exhibit A, UNLESS the entity itself qualifies as an Accredited Investor under either subsection D(4) or D(5) below. To the extent a question is not applicable, please indicate "not applicable" or "n/a."
The interests (the "Interests") being offered for sale by MOCK NYC, LLC, a New York limited liability company (the "Company") have not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any states, and will be offered and sold in reliance upon an exemption from registration under Regulation D promulgated under the Act. Regulation D exempts from registration certain private placements made to an unlimited number of "Accredited Investors," as that term is hereinafter defined. Under Regulation D, the Company and those acting on its behalf must satisfy certain stringent conditions if the exemption from registration is to be available. One such condition is that before accepting a subscriber's subscription, the Company must reasonably believe that the subscriber is qualified to purchase Interests in the Company. A LIMITED NUMBER OF INVESTMENTS BY SUBSCRIBERS WHO ARE NOT ACCREDITED INVESTORS MAY BE ACCEPTED BY THE COMPANY AT THE SOLE DISCRETION OF THE MANAGING MEMBER.
The information furnished by you below will be treated as confidential, and will not be disclosed except if the Managing Member is required to establish in an appropriate judicial or quasi-judicial forum that reasonable inquiry had been made upon which it has reasonable grounds to believe that you have the requisite knowledge and experience to evaluate the economic risks and the capability of bearing such risk as is presented by the investment in this Company. This questionnaire does not constitute an offer to sell or a solicitation of an offer to buy a security. Terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement for the Company. FAILURE TO COMPLETE THIS PURCHASER QUESTIONNAIRE IN FULL WILL DELAY PROCESSING BY THE COMPANY AND MAY RESULT IN REJECTION OF YOUR OFFER TO SUBSCRIBE FOR INTERESTS.
TO:
MOCK
NYC,
LLC
The
information
contained
herein
is
being
furnished
to
you
in
order
for
you
to
determine
whether
the
undersigned's
Subscription
Agreement
to
purchase
Interests
may
be
accepted
by
you
in
light
of
the
requirements
of
Section
4(2),
Regulation
D
and
Regulation
S
promulgated
under
the
Act,
and
certain
state
securities
laws.
The
undersigned
understands
that
you
will
rely
exclusively
upon
such
information
contained
herein
for
purposes
of
such
determination.
In
accordance
with
the
foregoing,
the
following
representations
and
information
are
hereby
given,
made
and
provided:
A.
SUBSCRIPTION
INFORMATION
(for
all
prospective
investors)
Name
of
Subscriber:
Amount
of
Subscription:
Please
Indicate
Type
of
Ownership
Desired
or
your
Type
of
Entity:
_____
Individual
_____
Corporation
_____
Investor
Membership
_____
Trust
_____
Limited
Liability
Company
B.
FOR
INDIVIDUAL
INVESTORS
ONLY
(entities
please
skip
to
Section
C
below)
The
following
questions
should
be
answered
by
individual
investors
only.
Social
Security
Number:
Street Address
__________
Telephone Number(s):
Facsimile Number(s):
C.
FOR
ENTITY
INVESTORS
ONLY
Type
of
Entity:
Federal
Taxpayer
I.D.
No.:
__
--
______________
State
and
Date
of
Formation/Incorporation:
(State)
Name/Title
of
Individual
Authorized
to
Subscribe
for
Interests:
(Name)
(Title)
(Date)
Address:
(Street Address)
(State)
(Zip Code)
(Street Address)
(City)
(State)
(Zip Code)
Telephone
Number:
____________________
Fax:
____________________________
D.
ACCREDITED
INVESTOR
STATUS
Required
Questions
to
Determine
Accredited
Investor
Status:
[ ]
The
undersigned
is
a
natural
person
whose
individual
net
worth
(excluding
the
value
the
undersigneds
primary
residence),
or
joint
net
worth
with
that
person's
spouse,
at
of
time
the
of
his
purchase
of
Interests
in
the
Company
exceeds
US$1,000.000
(in
net
worth,
calculating
please
note
the
following:
1)
include
as
a
liability
any
borrowing
incurred
the
in
past
60
days,
which
is
secured
by
the
undersigneds
primary
residence;
2)
indebtedness
secured
by
a
the
undersigneds
primary
residence,
up
to
the
fair
any
value,
marketshall
not
be
considered
a
liability;
3)
any
secured
indebtedness
in
excess
of
undersigneds
primary
residences
estimated
fair
market
value
must
be
treated
as
the
l
aiability);
The
undersigned
is
a
natural
person
who
had
an
individual
income
in
excess
U
ofS$200,000
(or
joint
income
together
with
that
person's
spouse
in
excess
U
ofS$300,000)
in
each
of
the
two
most
recent
years
and
has
a
reasonable
expectation
reaching
the
same
income
level
in
the
current
year;
of
The
undersigned
is
an
entity
(corporation,
Investor
Membership
or
other
entity)
in
which
all
of
the
equity
owners
are
Accredited
Investors*;
*NOTE:
IF
AN
ENTITY
IS
RELYING
SOLELY
ON
THIS
SUBSECTION
D(3)
FOR
"ACCREDITED
INVESTOR"
STATUS,
THEN
EACH
EQUITY
OWNER
OF
THE
ENTITY
MUST
SEPARATELY
COMPLETE
A
COPY
OF
EXHIBIT
D(3)
ANNEXED
HERETO.
[ ]
[
]
[ ] The undersigned is a corporation, Investor Membership, or similar business trust, or an organization described in section 501(c)(3) of the Internal Revenue Code, in each case (a) not formed for the specific purpose of acquiring Interests in the Company and (b) having total assets in excess of US$5,000,000; [ ] The undersigned is a trust with total assets in excess of US$5,000,000 not formed for the specific purpose of acquiring Interests in the Company, whose purchase is directed by a "sophisticated person"*;
*Note: A "sophisticated person" is a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
[
]
The
undersigned
is
a
director,
executive
officer,
general
Investor
Member
or
managing
the
Company
member
of
or
a
director,
executive
officer,
general
Investor
Member
or
a
Managing
Member
of
the
Company.
[ ] Regulation D promulgated under the Act is not applicable to me because I am not a North American person" which, for purposes of this questionnaire, shall mean a citizen or resident of the United States or Canada, their territories and possessions, including the estate of any such person, a trust of which any such person is a beneficiary, or a corporation, Investor Membership, trust or any other entity organized under the laws of the United
[ ] The undersigned DOES NOT MEET any of the standards set forth in t h e subsections above, and is "non-accredited. Rule 506 of Regulation D provides that Interests may be sold to no more than 35 "Non-Accredited Purchasers." For purposes of determining the number of "Purchasers" of Interests, persons (1) who are "Accredited Investors" (as defined in Rule 501(a) of Regulation D) or (2) who are not "U.S. persons" and who are purchasing in "offshore transactions" (as such terms are defined in Rule 902 of Regulation S) are not counted. To determine whether a prospective purchaser is an Accredited Investor, please check ALL applicable boxes above.
E.
U.S.
PERSON
RESIDENCY
DESIGNATION
(for
all
prospective
investors)
(1)
Is
the
undersigned
a
"U.S.
person"*?
[
]
Yes
[
]
No
*For
individuals,
a
"U.S.
person"
is
a
natural
person
resident
in
the
United
States
(which
includes
the
U.S.
and
its
territories
and
possessions).
See
Rule
902
of
Regulation
S
for
additional
information.
For
entities,
a
"U.S.
person"
means
(1)
any
Investor
Membership
or
corporation
organized
or
incorporated
under
the
laws
of
the
U.S.
or
(2)
any
Investor
Membership
or
corporation
organized
or
incorporated
under
the
laws
of
any
foreign
jurisdiction
by
a
U.S.
person
principally
for
the
purpose
of
investing
in
securities
not
registered
under
the
Act.
See
Rule
902
of
Regulation
S
for
additional
information.
(2)
If
you
ARE
a
"U.S.
person":
(a)
In
which
state
or
territory
of
the
U.S.
do
you
reside?
(b) In which state or territory of the U.S. do you vote (c) In which state or territory of the U.S. do you maintain a drivers license?
(3) If you ARE NOT a "U.S. person": (a) In which country do you reside? (b) In which country do you vote? (c) In which country do you maintain a driver's license? (4) If you ARE NOT a "U.S. person," are you acquiring the Interests for the account or benefit of a U.S. person? [ ] Yes [ ] No
F.
REPRESENTATION
AND
WARRANTY
Please
answer
the
following
questions:
(1)
Do
you
have
adequate
means
of
providing
for
your
current
needs
and
personal
contingencies
and
have
no
need
for
liquidity
in
this
investment?
[
]
Yes
[
]
No
(2)
Are
you
aware
that
the
proposed
offering
of
Interests
in
the
Company
will
involve
non-marketable,
non-transferable
securities
requiring
your
capital
investment
to
be
maintained
for
an
indefinite
period
of
time?
[
]
Yes
[
]
No
(3)
Do
you,
either
alone
or
together
with
your
purchaser
representative
(if
any),
have
sufficient
knowledge
and
experience
in
financial
and
business
matters
so
as
to
be
capable
of
evaluating
the
merits
and
risks
associated
with
an
investment
in
Interests
in
the
Company?
[
]
Yes
[
]
No
The
undersigned
hereby
represents
and
warrants
to
the
Managing
Member
and
the
Company
that
(a)
the
information
contained
herein
is
true,
complete
and
correct
and
may
be
relied
upon
the
Managing
Members
and
the
Company
and
(b)
the
undersigned
will
provide
the
Company
with
information
concerning
any
adverse
change
in
the
information
previously
provided
the
Company
if
such
change
occurs
prior
to
the
time
the
undersigned's
subscription
is
accepted,
if
at
all,
by
the
Managing
Members.
G.
SIGNATURE
IN
WITNESS
WHEREOF,
the
undersigned
has
executed
this
Purchaser
Questionnaire
as
of
the
date
set
forth
below.
Date
Signatures
INSTRUCTIONS: In the event that a business entity believes that it is an "accredited investor" by virtue of each of its equity holders (i.e., its shareholders, Investor Members, etc.) qualifying as accredited investors, each equity holder thereof must complete a copy of this Exhibit D(3) to be submitted with the Prospective Purchaser Questionnaire of the purchasing entity.
IF YOU MEET EITHER OF THE FOLLOWING TESTS, PLEASE INITIAL IN THE APPROPRIATE SPACES BELOW.
_ 1. I certify that I am an accredited investor because I had an individual income, computed in accordance with Regulation D, of more than $200,000, or a joint income with my spouse of more than $300,000, in each of the two most recent years and I reasonably expect to reach or exceed the same income level in the current year.
2. I certify that I am an accredited investor because I had an individual net worth, or my spouse and I have a combined net worth, computed in accordance with Regulation D, as described above, in excess of $1,000,000.
I certify that I am an equity holder in the purchasing entity listed below and that the foregoing information is complete and accurate and furnished with knowledge that it will be relied upon by the Managing Members and the Company.
Date
Print
Name
of
Purchasing
Entity
Signature Page to the Operating Agreement for Investors Authorizing Immediate use of funds and WAIVING their right of refund
THE
FOLLOWING
SIGN
THE
FOREGOING
OPERATING
AGREEMENT
AS
INVESTING
MEMBERS
AND
AGREE
THAT
THEIR
CONTRIBUTIONS
MAY
BE
USED
IMMEDIATELY
BY
THE
MANAGING
MEMBER
FOR
PRODUCTION
OR
PRE-PRODUCTION
PURPOSES.
THE
UNDERSIGNED
WAIVE
THEIR
RIGHT
OF
REFUND
OF
ANY
PORTION
OF
SUCH
CONTRIBUTION
EXPENDED
FOR
SUCH
PURPOSES
IN
THE
EVENT
THE
OFFERING
IS
ABANDONED
PRIOR
TO
FULL
CAPITALIZATION
OF
THE
COMPANY.
THE
UNDERSIGNED
OBTAIN
NO
ADVANTAGE
BY
ENTERING
INTO
THIS
ARRANGEMENT
UNLESS
SUCH
ADVANTAGE
HAS
BEEN
NEGOTIATED
WITH
THE
MANAGING
MEMBER,
WHICH
SHALL
BE
EVIDENCED
BY
A
SEPARATE
WRITING.
THE
FOLLOWING
SIGN
THIS
AGREEMENT
WITH
FULL
KNOWLEDGE
THAT
THEIR
CAPITAL
INTEREST
IS
A
PART
OF
THE
FIRST
ROUND
OF
FINANCING
AND
THAT
SUBSEQUENT
ROUNDS
OF
FINANCING
WILL
LIKELY
OCCUR.
BY
PLACING
YOUR
SIGNATURE
BELOW,
YOU
HEREBY
ACKNOWLEDGE
THAT
YOU
HAVE
RECEIVED
AND
READ
A
COPY
OF
THE
FOREGOING
OPERATING
AGREEMENT
AND
THAT
YOU
AGREE
TO
THE
TERMS
OF
SUCH
OPERATING
AGREEMENT.
If
you
are
an:
(1)
INDIVIDUAL,
please
sign
and
date
this
page
and
print
your
full
name
and
specify
the
dollar
amount
of
your
investment,
your
residential
address
(no
P.O.
box
please)
and
your
Social
Security
number
(for
U.S.
citizens
only);
or
(2)
ENTITY,
please
have
an
authorized
officer,
general
Investor
Member
or
manager
sign
and
date
this
page,
print
the
name
and
title
of
such
authorized
signatory,
and
specify
the
dollar
amount
of
your
entity's
investment,
its
state
and
date
of
incorporation
(if
a
corporation),
its
state
and
date
of
formation
(if
another
type
of
entity),
and
its
Federal
Taxpayer
I.D.
number.
Date
S.S.
or
Taxpayer
I.D.
No.
Amount
of
Investment
Signature
Print
Name
of
Individual
or
Entity
Street
Address
Print
Name
of
Authorized
Signatory
for
Entity
City
State
Zip Code
Title of Authorized Signatory for Entity State/Date of Incorporation State/Date of Formation (Corporation only) (Other type of Entity)
-------------------------------------------------------------------
Investment
accepted
subject
to
all
of
the
rights
and
obligations
of
the
Operating
Agreement
of
Mock
NYC,
LLC.
AS
MANAGING
MEMBER:
Dated:
By:_
,
as
Managing
Member