DANCING RIVER COMMUNITY LLC - River School Farm



THE SECURITIES SUBSCRIBED FOR BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE SECURITIES IS RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION AGREEMENT, THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT, AND BY APPLICABLE LAW.DANCING RIVER COMMUNITY LLCa Nevada limited liability companySUBSCRIPTION AGREEMENT________________, 2017Subscription. The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase a _______________ percent of membership interest (“Membership Interest”) in DANCING RIVER COMMUNITY LLC, a Nevada limited liability company (the “Company”), in exchange for a contribution of $____________________ to the Company (“Contribution”). By executing this Subscription Agreement, the Company agrees as follows:Company shall enter an Occupancy Agreement with Subscriber, a copy of which is attached hereto as Exhibit “A” for the Subscriber’s use and occupancy of the real property depicted on the map, attached hereto as Exhibit “B” and incorporated herein (hereinafter “Property”).Company shall build to the specifications set forth in Exhibit “C,” a residence on the Property.Conditions to Closing; Purchase Procedure. The obligations of each party to consummate the transaction contemplated by this Subscription Agreement shall be subject to fulfillment of the following conditions:The Company shall deliver to Subscriber:the Operating Agreement executed by all current members of the Company; andthe executed Occupancy Agreement; (b)Subscriber shall deliver to the Company:(i)an executed signature page to the Operating Agreement and Occupancy Agreement; and(ii)the sum of $__________________.The date of satisfaction of the conditions to closing hereunder shall be referred to as the “Closing Date.”Representations and Warranties of the Company. The Company hereby represents and warrants to Subscriber as of the date hereof and as of the Closing Date as follows:Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite limited liability company power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements or instruments required hereunder. Issuance of the Membership Interest. The Membership Interest, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable. Requisite Power and Authority. The Company has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. This Subscription Agreement and any agreements required hereunder, when executed and delivered by the Company, will be the valid and binding obligations of the Company enforceable in accordance with its and their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies. No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon the Company.Liens and litigation. That the Membership Interest subscribed under this Agreement is free and clear of any liens or encumbrances whatsoever and that there are no formal or informal claims or setoffs threatened against the Membership Interest. There is no litigation now on file or threatened to be filed against the Company.Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber hereby represents and warrants to the Company as follows:Requisite Power and Authority. The Subscriber has all necessary capacity, power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.Investment Representations. Subscriber understands that the Membership Interest has not been registered under the Securities Act. Subscriber also understands that the Membership Interest is being offered and sold pursuant to an exemption from registration contained in the Securities Act of 1933, as amended (the “Securities Act”) based in part upon Subscriber’s representations contained in this Subscription Agreement. Subscriber Bears Economic Risk. Subscriber must bear the economic risk of this investment indefinitely unless the Membership Interest is registered pursuant to the Securities Act or an exemption from registration is available. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Membership Interest. Subscriber understands that the Company has no present intention of registering the Membership Interest. Subscriber also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Subscriber to transfer all or any portion of the Membership Interest under the circumstances, in the amounts or at the times Subscriber might propose. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Membership Interest.Acquisition for Own Account. Subscriber is acquiring the Membership Interest for Subscriber’s own account for investment only and not with a view towards distribution or sale of the Membership Interest.Subscriber Can Protect Its Interest. Subscriber represents that by reason of its or its management’s business or financial experience, Subscriber has the capacity to protect its own interests in connection with the transactions contemplated in this Subscription Agreement and other agreements required hereunder. Further, Subscriber is aware of no publication of any advertisement in connection with the transactions contemplated in this Subscription pany Information. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Domicile. Subscriber maintains Subscriber’s domicile in Nevada.Rule 144. Subscriber acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber has been advised of or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of units purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of units being sold during any three month period not exceeding specified limitations.No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Governing Law. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Nevada.Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. This Subscription Agreement is not transferable or assignable by Subscriber or the Company. None of the provisions of this Subscription Agreement may be waived, modified or terminated except by a writing signed by the Company and Subscriber. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.This Subscription Agreement and the Operating Agreement supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof and collectively contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof and thereof.The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.IN WITNESS WHEREOF, the undersigned Subscriber, intending to be legally bound, has executed this Subscription Agreement as of the date first above written.SUBSCRIBER:ACCEPTED AND AGREED:DANCING RIVER COMMUNITY, LLCBy:Name:THOMAS STILLETitle:ManagerBy:_____________________Name: IRIS STILLETitle: Manager ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download