THE LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS 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 MEMBERSHIP INTERESTS UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER OR THE LIMITED LIABILITY COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED, OR IN A MANNER INCONSISTENT WITH THE TERMS OF THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT GOVERNING SUCH LIMITED LIABILITY COMPANY, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE. IN ADDITION, IN NO EVENT MAY MEMBERSHIP INTERESTS BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED TO ANY PERSON WHO IS NOT A RESIDENT OF ALABAMA, ALASKA, ARIZONA, ARKANSAS, CALIFORNIA, COLORADO, CONNECTICUT, DELAWARE, FLORIDA, GEORGIA, HAWAII, IDAHO, ILLINOIS, INDIANA, IOWA, KANSAS, KENTUCKY, LOUISIANA, MAINE, MARYLAND, MASSACHUSETTS, MICHIGAN, MINNESOTA, MISSISSIPPI, MISSOURI, MONTANA, NEBRASKA, NEVADA, NEW HAMPSHIRE, NEW JERSEY, NEW MEXICO, NEW YORK, NORTH CAROLINA, NORTH DAKOTA, OHIO, OKLAHOMA, OREGON, PENNSYLVANIA, RHODE ISLAND, SOUTH CAROLINA, SOUTH DAKOTA, TENNESSEE, TEXAS, UTAH, VERMONT, VIRGINIA, WASHINGTON, WEST VIRGINIA, WISCONSIN, AND WYOMING FOR A PERIOD OF TWELVE MONTHS FROM THE DATE OF THE LAST SALE THEREOF BY THE LIMITED LIABILITY COMPANY.
Terms & Conditions
Pursuant to this Subscription Agreement of Pi Legacy Fund, LLC, a Delaware limited liability company (the “Fund”), the undersigned purchaser(s) (“Purchaser”) hereby subscribes to become a Member in the Fund and to purchase a Membership Interest in the Fund by investing the amount indicated herein, all in accordance with the terms and conditions of this Subscription Agreement, the Limited Liability Company Operating Agreement of the Fund (the “Operating Agreement”), and the Private Placement Memorandum of the Fund (the “PPM”). All capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the PPM
Investor Suitability Standards
To qualify, an investor must be considered an “Accredited Investor” as defined under Rule 501 of Regulation D of the Securities Act: For individuals, the following persons are “Accredited Investors,” as defined under Rule 501 of Regulation D of the Securities Act:
(A) 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 the value of the primary residence of such person;
(B) any natural person who had an individual income in excess of $200,000 in each of the two most recent years (except for residents of New Jersey) 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; or
(C) any director or executive officer of the Manager or its affiliates. In addition, prospective Members must demonstrate to the satisfaction of the Manager that, as the result of prior investment experience in offerings such as that being made hereby or otherwise, they have the knowledge and experience in financial and business matters, either alone or together with a purchaser representative and that they are capable of evaluating the merits and risks of the Fund and this Offering.
A corporation or other entity formed specifically to invest in the Fund, as such, may not qualify as an Accredited Investor by meeting the minimum financial standards for individuals unless each of its individual equity holders is an Accredited Investor. Entities may also qualify as Accredited Investors as set forth in Rule 501 of Regulation D.