NOTICE
SUBSCRIPTION AGREEMENT
This Subscription Agreement pertains to the offering by BEQUEST BONDS I, Inc., a Delaware corporation (the “Company ”), of Series A Bonds (the “Bonds ”) for an aggregate offering of up to a Seventy-Five Million Dollars ($75,000,000) (the “ Offering ”). The minimum subscription that the Company will accept from any investor is One Thousand Dollars ($1,000) for Bonds. This Offering is being conducted pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, (the “Securities Act”), for Tier 2 offerings.
The undersigned, intending to be legally bound, hereby offers to purchase the following Bonds:
Class A (5% interest; immediately redeemable): ______ Bonds at $1,000 per Bond
Class B (6% interest; six-month maturity):____________ __ Bonds at $1,000 per Bond
Class C (7% interest; one-year maturity):_______________ Bonds at $1,000 per Bond
Total Purchase Amount: ______________________________.
Name of Purchaser: __________________________________.
The Company will be deemed to have accepted this offer upon execution by it of the Receipt and Acceptance attached to this Subscription Agreement. This subscription is submitted to the Company subject to its acceptance and in accordance with, and subject to the terms and conditions described in, this Subscription Agreement, as well as the Offering Circular, and the Bond Agreement.
Investor Suitability. The Bonds may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to purchasing the Bonds. The characteristics of the notes, including no maturity date, repayable at your demand, redeemable by us, interest rate, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives. The Bonds may not be a suitable investment for you based on your ability to withstand a loss of interest or principal or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Prior to purchasing any Bonds, you should consider your investment allocation with respect to the amount of your contemplated investment in the Bonds in relation to your other investment holdings and the diversity of those holdings. Amount and Method of Payment . The purchase price for the Bonds shall be paid by wire transfer or tender of a certified check made payable to “BEQUEST BONDS I, INC.” Acceptance of Subscription . The undersigned understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or any other subscription for Bonds in whole or in part at any time prior to the Closing (as defined below) and that no subscriptions will be binding unless and until accepted by the Company. In the event that this subscription is rejected in whole or in part, the Company shall promptly return all or the applicable portion of the Purchase Price to the undersigned, as the case may be, and this Subscription Agreement shall thereafter have no force or effect except with respect to the portion, if any, of this subscription that is accepted by the Company. Restrictions on Resale or Transfer. The Bonds have not been registered under the Securities Act or any state securities laws, and may not be sold, pledged, assigned or transferred unless, in addition to the transfer restrictions set forth above, (i) such sale or transfer is subsequently registered thereunder; (ii) the undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the Bonds to be sold or transferred may be sold or transferred without violating the registration provisions of the Securities Act and any applicable state statutes; (iii) such sale or transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by the Company, or result in a default under or breach or termination of any contract to which the Company is a party; and (iv) the Company is reimbursed upon request for its reasonable expenses in connection with the transfer. Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: The undersigned has carefully reviewed this Subscription Agreement, the Private Placement Memorandum to which this Subscription Agreement is attached (the “ Offering Memorandum ”), the Bond Agreement, and the Limited Liability Company Operating Agreement; All documents, records and books pertaining to the Company and/or this investment that the undersigned or his/her/its purchaser representative has requested have been made available for inspection by the undersigned and/or his/her/its purchaser representative, attorney, accountant and other advisor(s); The undersigned and/or his/her/its purchaser representative and advisor(s) have had a reasonable opportunity to ask questions of and receive information and answers from representatives of the Company concerning the Offering of the Bonds and all such questions have been answered and all such information has been provided to the full satisfaction of the undersigned; Other than the Offering Memorandum and the Exhibits thereto, neither the undersigned nor his/her/its purchaser representative or investment advisors, if any, have been furnished any offering literature and the undersigned and his/her/its purchaser representative and advisor(s), have not relied on any such additional information in acquiring the Bonds; No oral or written representations have been made and no oral or written information has been furnished to the undersigned or his/her/its purchaser representative or advisor(s) in connection herewith that were in any way inconsistent with the information set forth in this Subscription Agreement, the Offering Memorandum and the Exhibits thereto; The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will not cause such overall commitment to become disproportionate to the undersigned’s net worth; If the undersigned is a natural person, the undersigned has reached the age of majority in the jurisdiction in which the undersigned resides and has the full right, power and authority to enter into this Subscription Agreement, has adequate net worth and means of providing for the undersigned’s current financial needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Bonds for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment; The address set forth below is the undersigned’s true and correct residence (or, if not an individual, domiciliary) address; The undersigned (A) has such knowledge of, and experience in, business and financial matters so as to enable him/her/it to utilize the information made available to the undersigned in connection with the Offering of the Bonds in order to evaluate the merits and risks of an investment in the Bonds and to make an informed investment decision with respect thereto, (B) the undersigned has carefully evaluated the risks of investing and (C) has the capacity, either alone, or with a professional advisor, to protect his/her/its own interests in connection with a purchase of the Bonds; The undersigned is not relying on the Company with respect to the economic considerations of the undersigned relating to this investment. Regarding such considerations, the investor has relied on the advice of, or has consulted with, only his/her/its own advisor(s). The undersigned recognizes that this Subscription Agreement, the Offering Memorandum, the Bond Agreement and the Exhibits thereto and any other information furnished by the Company does not constitute investment, accounting, legal or tax advice. The undersigned is relying on professional advisors for such advice; The undersigned is acquiring the Bonds solely for his/her/its own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Bonds; The undersigned recognizes that an investment in the Bonds involves a number of significant risks including, but not limited to, those risks explained to him/her/it by his/her/its purchaser representative and the risk factors set forth in the Offering Memorandum. The undersigned understands that no federal or state agency has passed upon the Bonds or made any finding or determination as to the fairness of this investment in the Bonds. All information that the undersigned has heretofore furnished and furnishes herewith to the Company is true, correct and complete as of the date of execution of this Subscription Agreement. The undersigned acknowledges and agrees that the Company is under no obligation and has no intention to apply for registration of the Bonds or comply with any exemption from registration to permit any resale and has not represented that an attempt will be made to register the Bonds or comply with an exemption from registration so as to permit any resale at some future date. The foregoing representations, warranties, and agreements, together with all other representations and warranties made or given by the undersigned to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive such date. If more than one person is signing this Subscription Agreement, each representation, warranty and undertaking herein shall be the joint and several representations, warranty and undertaking of each such person. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and the officers and directors thereof and each other person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representations or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to the Company in connection with this transaction. Additional Information. The undersigned hereby acknowledges and agrees that the Company may make or cause to be made such further inquiry and obtain such additional information as it may deem appropriate regarding the suitability of the undersigned as an investor in the Bonds. Binding Effect. The undersigned hereby acknowledges and agrees that, except as provided under applicable state securities laws, the subscription hereunder is irrevocable, that the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her/its heirs, executors, administrators, successors, legal representatives and assigns. Modification. Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged, or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought. Notices. Any notice, demand or other communication that any party hereto may be required, or may elect, to give to any other party hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mailbox, stamped, registered or certified mail, return receipt requested, addressed to such address as is set forth on the signature page hereof or listed on the books of the Company, or (b) delivered personally at such address. Counterparts. This Subscription Agreement may be executed using separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. This Subscription Agreement may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the subject matter hereof and there are no representations, covenants, or other agreements except as stated or referred to herein. Severability. Each provision of this Subscription Agreement is intended to be severable from every other provision, and the invalidity or illegality of any provision shall not affect the validity or legality of the remaining provisions. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida as applied to residents of that jurisdiction executing contracts wholly to be performed therein. Choice of Jurisdiction. The undersigned agrees that any action or proceeding directly or indirectly relating to or arising out of this Subscription Agreement, any breach hereof, or any transaction covered hereby shall be resolved, whether by arbitration or otherwise, within the State of Florida. Accordingly, the parties consent and submit to the jurisdiction of the state courts or the United States federal courts located in the District of Florida. The parties further agree that any such relief whatsoever in connection with this Subscription Agreement shall be commenced by such party exclusively in the state courts or the United States federal courts located in the District of Florida. Reimbursement. If any action or other proceeding is brought for the enforcement of this Subscription Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Subscription Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in such action or proceeding in addition to any other relief to which they may be entitled. Further Assurances. Each of the parties shall execute said documents and other instruments and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. State Securities Laws. Subscribers should also be aware of the following additional considerations: FOR RESIDENTS OF ALL STATES:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATES AND THE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT ACCORDING TO SUCH RESTRICTIONS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR 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 DISCLOSURE MATERIALS PRODUCED TO THE SUBSCRIBERS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Subscription Information (to be completed by individual subscriber):
Total Subscription Amount: $_______________________
Number of Bonds Purchased: ______ Class A
______ Class B
______ Class C
Name(s) in which the Bonds are to be registered:
Home Address
Mailing Address
E-Mail Address
Form of joint ownership (if applicable). (If one of these items is checked, subscriber and co-subscriber must both sign all documents.):
Tenants-in-Common
Joint Tenants
IN WITNESS WHEREOF , the undersigned has caused this Subscription Agreement to be duly executed on the ____ day of _________________, 2025
.
Please Print Name of Subscriber
Signature of Subscriber
Social Security Number
Please Print Name of Co-Subscriber
Signature of Co-Subscriber
Social Security Number
THIS PORTION NOT TO BE COMPLETED BY SUBSCRIBER
RECEIPT AND ACCEPTANCE
WIRE TRANSFER OR CHECK AND SUBSCRIPTION AGREEMENT RECEIVED ON ______________, 2025.
By:
SUBSCRIPTION ACCEPTED ON , 2025.
BEQUEST BONDS I, INC.,
By:
Name:
Title:
WIRE TRANSFER INSTRUCTIONS
If Subscriber wishes to wire transfer the purchase price of his Bonds, he or she shall wire transfer immediately available funds in the amount of the Purchase Price subscribed for hereunder, as follows:
Wire Instructions: JP Morgan Chase Bank :Industry FinTech Inc.
Account#: 758908466
Wire Routing# : 021000021
Memo: [BeQuest Bond]
Bank Address: 10 S. Dearborn, FL 11 Chicago, IL 60603
Escrow Account Address: 20900 NE 30th Ave, Suite 510, Miami, FL 33180
FORM OF BEQUEST BOND
January 22, 2025
FOR VALUE RECEIVED, the undersigned, Bequest Bonds I, Inc., a Delaware corporation, (the “Maker”), PROMISES TO PAY to the order of _________________ (together with its successors and assigns, the “Payee”) the principal sum of _______________________ ($________________), together with interest at the rate specified below. This Bequest Bond (the “Bond”) is being issued pursuant to the terms of the Bequest Bond Investor Agreement of even date herewith by and between the Maker and the Payee.
1. Principal and Term . The Outstanding Principal Balance (as defined herein) shall be due and payable either upon the demand of the Payee or redemption by Maker as set forth in Section 2(c) hereof. The term “Outstanding Principal Balance” means, as of any date of determination, the principal amount of this Bond that remains unpaid.
2. Interest .
(a) Calculation; Payment of Interest . Compound (if selected) interest shall accrue on the Outstanding Principal Balance, as follows (check one):
____ Class A Bonds at a per annum interest rate of 5% (immediately redeemable);
____ Class B Bonds at a per annum interest rate of 6% (six-month maturity); or
____ Class C Bonds at a per annum interest rate of 7% (one-year maturity);
Interest shall be computed on the basis of a year consisting of 360 days, with interest credited daily to Payee’s Account consisting of the same daily amount regardless of the actual number of days in such month. Such calculations shall be made in the Maker’s sole discretion. Upon credit of the interest to Payee’s Account, the interest shall be deemed paid in full.
(b) Payment of Outstanding Principal Balance . Payments of the Outstanding Principal Balance will be credited by Maker to Payee’s Account on or prior to the repayment of the Bond at the demand of the Payee or the redemption of the Bond by the Maker. Upon credit of the Outstanding Principal Balance to the Payee’s Account, the Outstanding Principal Balance shall be deemed paid in full.
(c) Redemption by Maker; Repayment at Payee’s Demand .
(i) Redemption by Maker . The Bond shall be redeemable as provided in Section 2(a) above, by the Maker upon five (5) days’ notice to Payee at par value plus any accrued but unpaid interest up to but not including the date of redemption (the “Redemption Date”). Interest shall cease accruing on the Bond on the Redemption Date. The Outstanding Principal Balance together with interest through the Redemption Date shall be credited to the Payee’s Account within five (5) Business Days following the Redemption Date, with the exception of redemption requests in excess of $50,000, which shall be redeemed within 30 days of the request, upon which all amounts due under this Bond shall be deemed paid in full. “Business Day” shall mean any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.
(ii) Optional Redemption by Maker . Each Bond is redeemable by the Company at any time at par value plus any accrued but unpaid interest up to but not including the date of redemption. The Bonds are redeemable upon five (5) days’ notice by the Company to the bond holder and the outstanding principal balance together with the interest will be credited to the Bondholder’s account within five (5) business days following the redemption date.
(iii) Redemption upon death or disability . Within 60 days of the death or total permanent disability of a Bondholder who is a natural person, the estate of such Bondholder, such Bondholder, or legal representative of such Bondholder may request that we repurchase, in whole but not in part, the Bonds held by such Bondholder by delivering to us a written notice requesting such Bonds be redeemed. Any such request shall specify the event giving rise to the right of the holder or beneficial holder to have his or her Bonds redeemed. If a Bond held jointly by natural persons who are legally married, then such request may be made by (i) the surviving Bondholder upon the death of the spouse, or (ii) the disabled Bondholder (or a legal representative) upon total permanent disability of the spouse. In the event a Bond is held together by two or more natural persons that are not legally married, neither of these people shall have the right to request that the Company repurchase such Bond unless each Bondholder has been affected by such an event.
Upon receipt of redemption request in the event of death or total permanent disability of a Bondholder, we will have 90 days from the date we receive facts or certifications establishing to the reasonable satisfaction of the Company supporting the right to be redeemed to designate a date for the redemption of such Bonds which shall be the last day of the corresponding quarterly period. Within 25 days of the designated date, we will redeem such Bonds at a price per Bond that is equal to $930 plus all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed
3. Unsecured . This Bond is not secured by any mortgage, lien, pledge, charge, financing statement, security interests, hypothecation, or other security device of Maker of any type, and is a general obligation of the Maker.
4. Events of Default . If any one of the following events shall occur and be continuing (each, an “Event of Default”): if the Maker fails to pay interest when due and the failure continues for 90 days; if we fail to pay the principal, or interest, if any, when due whether by demand of the Payee or by the Maker’s election to redeem; and if the Maker ceases operations, files, or has an involuntary case filed against it, for bankruptcy, are insolvent or make a general assignment in favor of creditors.; then in any such event the Payee may, by notice to the Maker, declare the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon to be immediately due and payable, whereupon this Bond and all such accrued interest shall become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker. Notwithstanding the foregoing, if any event described in this clause shall occur, the entire Outstanding Principal Balance together with all interest accrued and unpaid thereon shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker.
5. Binding Effect; Assignment . This Bond shall be binding upon the Maker and its successors and inure to the benefit of the Payee. This Bond may not be assigned by the Payee. The obligations of the Maker under this Bond may not be delegated to or assumed by any other party, and any such purported delegation or assumption shall be null and void.
6. Miscellaneous.
(a) Both the Outstanding Principal Balance and interest are payable in lawful money of the United States of America. If any payment due hereunder falls on a Saturday, a Sunday or any other day on which commercial banks in New York City are authorized or required to close under applicable law, such payment shall be payable on the next succeeding business day, with interest accruing thereon until the date of payment thereof.
(b) If Maker shall fail to pay any amount payable hereunder on the due date therefor, Maker shall pay all costs of collection, including, but not limited to, attorney’s fees and expenses, incurred by Payee on account of such collection.
(c) The Maker waives presentment, demand, protest and notice of any kind (including notice of presentment, demand, protest, dishonor and nonpayment). The Maker shall pay the Payee all sums which are payable pursuant to the terms of this Bond without setoff, recoupment or deduction of any kind or for any reason whatsoever.
(d) No delay on the part of the Payee in exercising any option, power or right hereunder, shall constitute a waiver thereof, nor shall the Payee be estopped from enforcing the same or any other provision at any later time or in any other instance. No waiver of any of the terms or provisions of this Bond shall be effective unless in writing, duly signed by the party to be charged. This Bond shall not be modified except by a writing signed by both the Maker and the Payee.
(e) This Bond shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, the Maker has caused this Bond to be duly executed as of the date first above written.
Bequest Bonds I, Inc.
By: ________________________
Name:
Title:
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