Spring Break '83 Production, LLC
SUBSCRIPTION AGREEMENT
1. PURCHASE Subject to the terms and conditions hereof,
the undersigned hereby irrevocably subscribes to purchase member
interests ("LLC Units") in the Spring Break '83 Production, LLC
(the "LLC") as set forth in the accompanying Spring Break '83
Production, LLC Prospectus dated ...?
,for a
total purchase price of $
(minimum subscription one
Unit -- $30,000) representing LLC
Units which the
undersigned hereby tenders to the LLC in the form of a check made
payable to SPRING BREAK '83 PRODUCTION, LLC. The undersigned
understands that the LLC Units are registered pursuant to the
SEC's Regulation SB, and in each state in which such Units are
offered and sold. Accordingly, the undersigned makes the following
representations for the purposes of inducing the LLC to permit the
undersigned to acquire the LLC Units for which the undersigned
hereby subscribes. THE UNDERSIGNED ACKNOWLEDGES THAT THE LLC
RESERVES THE RIGHT TO ACCEPT OR REJECT ANY SUBSCRIPTION IN ITS
SOLE DISCRETION, IN WHOLE OR IN PART.
2. REPRESENTATIONS AND WARRANTIES The undersigned hereby
makes the following representations and warranties to the LLC:
2.1 The undersigned has had a reasonable opportunity to ask
questions of and receive answers from the LLC and its Manager.
2.2 The address set forth herein is the undersigned's true
and correct residence.
2.3 In the event that the undersigned is an individual, the
undersigned represents that he or she is over eighteen (18) years
of age and is a bona fide citizen or permanent resident of the
United States.
2.4 Investor Suitability Standards:
California Residents California residents desiring to
purchase LLC Units will be required to meet special California
investor suitability standards. Such investors' must have not less
than $250,000 liquid net worth, ( a net worth exclusive of home,
home furnishings and automobile), plus $65,000 gross annual income
or $500,000 liquid net worth OR $1,000,000 net worth (inclusive)
or $200,000 gross annual income.
2.5 If the undersigned is more than one person, the
obligation of the undersigned and such other persons shall be
joint and several, and the representations and warranties herein
contained shall be deemed to be made by and be binding upon such
persons, and ownership of the LLC Units subscribed for by the
undersigned shall be set forth as described in this Subscription
Agreement.
2.6 If the undersigned is the trustee of a revocable inter
vivos trust the undersigned represents that he/she is the sole and
true party in interest and is acquiring the LLC Units for the
accounts of a revocable trust of which he/she and/or other members
of his/her immediate family are the sole beneficiaries during
his/her lifetime or their lifetimes.
2.7 In the event that the undersigned is a trust, the
undersigned: (1) is authorized and otherwise duly qualified to
purchase and hold the LLC Units; (2) has its principal place of
business at its resident address set forth on the signature page
hereof; (3) has not been formed for the specific purpose of
acquiring the LLC Units; (4) has submitted and executed all
documents required pursuant to the Certificate for Trust and Joint
Purchasers and Special Subscription Instructions. The person
executing this Subscription Agreement and all other documents
related to the offering hereby represents that such person is duly
authorized to execute all such documents on behalf of the entity.
If the undersigned is one of the aforementioned entities, it
hereby agrees to supply any additional written information that
may be required by the LLC.
2.8 If there should be any adverse change in the
representations and information set forth herein prior to the
LLC's acceptance or rejection of this subscription, the
undersigned will immediately notify the LLC of such change.
2.9 The undersigned realizes that this Subscription
Agreement does not constitute an offer by the LLC to sell LLC
Units but is merely a request for information. The undersigned
understands that the LLC reserves the right to reject
subscriptions in whole or in part.
2.10 The undersigned represents that the only consideration
given for payment for the LLC Units is as set forth in the first
paragraph of this Subscription Agreement.
2.11 The undersigned understands that by completing this
Subscription Application and by signing below the undersigned is
specifically confirming the selection of Big Sky Motion Pictures,
LLC to fill the initial Manager position of the LLC pursuant to
the LLC's Operating Agreement.
2.12 At the request of the LLC, the undersigned will
promptly execute such other instruments or documents as may be
reasonably required in connection with the purchase of the LLC
Units. The undersigned hereby agrees that the representations and
warranties set forth in this Subscription Agreement shall survive
the acceptance hereof by the LLC, shall be binding upon their
heirs, executors , administrators, successors and assigns to the
undersigned. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the state of California.
None of the above subscriber representations and warranties
are intended to imply and may not be construed or interpreted to
imply that any prospective investor is waiving of any of such
investor's rights under the Federal securities laws.
3. SUITABILITY REQUIREMENTS--In recommending to a
participant (Investor) the purchase, sale or exchange of an
interest in a direct participation program such as the LLC's
Offering, the Issuer and its upper level management shall:
(i) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning his
investment objectives, other investments, financial situation and
needs, and any other information known by the Issuer, that:
a. The participant is or will be in a financial position
appropriate to enable him to realize to a significant extent the
benefits described in the Prospectus, including the tax benefits
where they are a significant aspect of the program;
b. the participant has a fair market net worth sufficient to
sustain the risks inherent in the program, including loss of
investment and lack of liquidity; and
c. the program is otherwise suitable for the participant;
and
(ii) maintain in the files of the Issuer documents disclosing the
basis upon which the determination of suitability was reached as
to each participant.
No purchase transactions in the program will be executed
unless the Issuer informs the prospective participant (Investor)
of al pertinent facts relating to the liquidity and marketability
of the program during the term of the investment (see "Risk
Factors")
4. REGISTRATION The undersigned requests the LLC Units be
registered as follows:
Name or Title:
Individual Ownership
Corporate Ownership
Community Property (both spouses must sign)
Joints Tenants with Rights of Survivorship (each owner
must sign)
Joint Tenants in Common (each owner must sign)
Trust
Individual Retirement Account (IRA) or Pension Plan
5. ACCEPTANCE This subscription is subject to final
acceptance by the LLC, to be evidenced by the signature of an
officer of the LLC as set forth on the Subscription Agreement
Signature Page.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription this the day of
, 200 .
PRINT FULL NAME
By:
(Signature)
Street Address Social Security
or Tax
ID #
City/State/Zip FAX #
Telephone Number E-mail address
Capital Contribution:
Units:
PRINT FULL NAME
By:
(Signature)
Street Address
Social Security or Tax ID #
City/State/Zip
FAX
#
Telephone Number
E-mail address
Capital Contribution:
Units:
PRINT FULL NAME
By:
(Signature)
Street Address Social Security
or Tax
ID #
City/State/Zip FAX #
Telephone Number E-mail address
Capital Contribution:
Units:
NOTE: The address provided above must be the residence
address of the Prospective Purchaser, unless the LLC Units are to
be held by a custodian. This is necessary to avoid selling LLC
Units to an Investor who resides in a state where this offering
will not be registered for sale to the public.
ACCEPTANCE
The undersigned hereby accepts this subscription for
LLC Units of Spring Break '83
Production, LLC, a
California Limited Liability Company.
ACCEPTED this the day of
,
200 .
BIG SKY MOTION PICTURES, LLC
By:
Signature and Title