SUBSCRIPTION AGREEMENT

To the Undersigned Subscriber, please review and execute the following:

ROX Energy Capital LLC, an Oklahoma limited liability company (the “Company”), hereby agrees with you (in the case of a subscription for the account of one or more trusts or other entities, “you” or “your” shall refer to the trustee, fiduciary or representative making the investment decision and executing this Subscription Agreement (this “Agreement”), or the trust or other entity, or both, as appropriate) as follows:

1) Sale and Purchase of Series A 10.00% Bonds (the “Bond” or “Bonds”). The Company has been formed under the laws of the State of Oklahoma and the Bonds are governed by a Bond Agreement (the “Bond Agreement”), in the form substantially the same as the exhibit in the Private Placement Memorandum (the “PPM”). Capitalized terms used herein without definition have the meanings set forth in the PPM and the Bond Agreement.

Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the respective parties contained herein:

• the Company agrees to sell to you, and you irrevocably subscribe for and agree to purchase Bonds from the Company; and
• Subject to the terms and conditions hereof and of the Bond Agreement, your obligation to subscribe and pay for your Bonds shall be complete and binding upon the execution and delivery of this Agreement.

2) Other Subscriptions. The Company has entered into separate but substantially identical subscription agreements (the “Other Subscription Agreements” and, together with this Agreement, the “Subscription Agreements”) with other purchasers (the “Other Purchasers”), providing for the sale to the Other Purchasers of Bonds. This Agreement and the Other Subscription Agreements are separate agreements, and the sales of Bonds to you and the Other Purchasers are to be separate sales.

3) Closing. The closing (the “Closing”) of the sale to you and your subscription for and purchase by you of the Bonds shall take place at the discretion of the Company. At the Closing, and upon satisfaction of the conditions set out in this Agreement, the Company will list you as a Bondholder in the Company’s Bond Registrar.

4) Conditions Precedent to Your Obligations.

a) The Conditions Precedent. Your obligation to subscribe for your Bonds at the Closing is subject to the fulfillment (or waiver by you), prior to or at the time of the Closing, of the following conditions:

i) Bond Agreement. The Bond Agreement shall have been duly authorized, executed and delivered to you by the Company. Each Other Purchaser that is to enter into the Bond Agreement as of the Closing shall have duly authorized, executed and delivered a counterpart of the Bond Agreement or authorized its execution and delivery on its behalf. The Bond Agreement shall be in full force and effect.

ii) Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects when made and at the time of the Closing, except as affected by the consummation of the transactions contemplated by this Agreement or the Bond Agreement.

iii) Performance. The Company shall have duly performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing.

iv) Legal Investment. On the Closing Date your subscription hereunder shall be permitted by the laws and regulations applicable to you.

b) Nonfulfillment of Conditions. If at the Closing any of the conditions specified shall not have been fulfilled, you shall, at your election, be relieved of all further obligations under this Agreement and the Bond Agreement, without thereby waiving any other rights you may have by reason of such nonfulfillment. If you elect to be relieved of your obligations under this Agreement pursuant to the foregoing sentence, the Bond Agreement shall be null and void as to you and the power of attorney contained herein shall be used only to carry out and effect the actions required by this sentence, and the Company shall take, or cause to be taken, all steps necessary to nullify the Bond Agreement as to you.

5) Conditions Precedent to the Company’s Obligations.

a) The Conditions Precedent. The obligations of the Company to issue to you the Bond at the Closing shall be subject to the fulfillment (or waiver by the Company) prior to or at the time of the Closing, of the following conditions:

i) Authority. Any filing with respect to the formation of the Company required by the laws of the State of Oklahoma shall have been duly filed in such place or places as are required by such laws. A counterpart of the Bond Agreement shall have been duly authorized, executed and delivered by or on behalf of you and each of such Other Purchasers. The Company and its organizing documents shall be in full force and effect.

ii) Representations and Warranties. The representations and warranties made by you shall be true and correct when made and at the time of the Closing.

iii) Performance. You shall have duly performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by you prior to or at the time of the Closing.

b) Nonfulfillment of Conditions. If at the Closing any of the conditions specified shall not have been fulfilled, the Company shall, at its election, be relieved of all further obligations under this Agreement and the Bond Agreement, without thereby waiving any other rights it may have by reason of such nonfulfillment. If the Company elects for the Company to be relieved of its obligations under this Agreement pursuant to the foregoing sentence, the Bond Agreement shall be null and void as to you and the power of attorney contained herein shall be used only to carry out and effect the actions required by this sentence, and the Company shall take, or cause to be taken, all steps necessary to nullify the Bond Agreement as to you.

6)Representations and Warranties of the Company.

a)The Representations and Warranties. The Company represents and warrants that:

i) Formation and Standing. The Company is duly formed and validly existing as a limited liability company under the laws of the State of Oklahoma and, subject to applicable law, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted as described in the PPM relating to the private offering of Bonds by the Company (together with any amendments and supplements thereto, the “Offering Documents”). The Company is managed by ROXOCO LLC (the “Manager”). The Manager has all requisite limited liability company power and authority to act as Manager of the Company and to carry out the terms of this Agreement and the Bond Agreement applicable to it.

ii) Authorization of Agreement. The execution and delivery of this Agreement has been authorized by all necessary action on behalf of the Company and this Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery by the Manager of the Bond Agreement has been authorized by all necessary action on behalf of the Manager and Company and the Bond Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

iii) Compliance with Laws and Other Instruments. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflictwith or result in any violation of or default under any provision of the Bond Agreement, or any agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Company or its business or properties. The execution and delivery of the Bond Agreement and the consummation of the transactions contemplated thereby will not conflict with or result in any violation of or default under any provision of the limited liability company operating agreement of the Company or Manager, or any agreement or instrument to which the Company is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Company or its businesses or properties.

iv) Investment Company Act. The Company is not required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Manager is not required to register as an “investment adviser” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

v) Company Litigation. Prior to the date hereof, there is no action, proceeding or investigation pending or, to the knowledge of the Manager or the Company, threatened against the Company.

vi) Disclosure. The Offering Documents, when read in conjunction with this Agreement and the Bond Agreement, does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

b) Survival of Representations and Warranties. All representations and warranties made by the Company shall survive the execution and delivery of this Agreement, any investigation at any time made by you or on your behalf and the issue and sale of Bonds.

7) Representations and Warranties of the Purchaser.

a) The Representations and Warranties. You represent and warrant to the Manager and the Company that each of the following statements is true and correct as of the Closing Date:

i) Accuracy of Information. All of the information provided by you to the Company and the Manager is true, correct and complete in all respects. Any other information you have provided to the Manager or the Company about you is correct and complete as of the date of this Agreement and at the time of Closing.

ii) Offering Documents; Advice. You have either consulted your own investment adviser, attorney or accountant about the investment and proposed purchase of the Bonds and its suitability to you, or chosen not to do so, despite the recommendation of that course of action by the Manager and Company. Any special acknowledgment set forth below with respect to any statement contained in the Offering Documents shall not be deemed to limit the generality of this representation and warranty.

(1) You have received a copy of the PPM and the form of the Bond Agreement and you understand the risks of, and other considerations relating to, a purchase of Bonds, including the risks set forth under the caption “Risk Factors” in the PPM. You have been given access to, and prior to the execution of this Agreement you were provided with an opportunity to ask questions of, and receive answers from, the Company and its Manager or any of its principals concerning the terms and conditions of the offering of Bonds, and to obtain any other information which you and your investment representative and professional advisors requested with respect to the Company and your investment in the Company in order to evaluate your investment and verify the accuracy of all information furnished to you regarding the Company. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory.

iii) Investment Representation and Warranty. You are acquiring your Bonds for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds of which you are trustee as to which you are the sole qualified professional asset manager within the meaning of Prohibited Transaction Exemption 84-14 (a “QPAM”) for the assets being contributed hereunder, in each case not with a view to or for sale in connection with any distribution of all or any part of such Interest. You hereby agree that you will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of such Bond (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Bonds) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, with any applicable state or other securities laws, and with the terms of the Bond Agreement. If you are purchasing for the account of one or more pension or trust funds, you represent that (except to the extent you have otherwise advised the Company in writing prior to the date hereof) you are acting as sole trustee or sole QPAM for the assets being contributed hereunder and have sole investment discretion with respect to the acquisition of the Bonds to be purchased by you pursuant to this Agreement, and the determination and decision on your behalf to purchase such Bonds for such pension or trust funds is being made by the same individual or group of individuals who customarily pass on such investments, so that your decision as to purchases for all such funds is the result of such study and conclusion.

iv) Representation of Investment Experience and Ability to Bear Risk. You (i) are knowledgeable and experienced with respect to the financial, tax and business aspects of the ownership of the Bonds and of the business contemplated by the Company and are capable of evaluating the risks and merits of purchasing the Bonds and, in making a decision to proceed with this investment, have not relied upon any representations, warranties or agreements, other than those set forth in this Agreement, the PPM and the Bond Agreement, if any; and (ii) can bear the economic risk of an investment in the Company for an indefinite period of time, and can afford to suffer the complete loss thereof.

v) Accredited Investor or Investment Limits. You are an “Accredited” investor within the meaning of Section 501 of Regulation D promulgated under the Securities Act.

vi) No Investment Company Issues. If you are an entity, (i) you were not formed, and are not being utilized, primarily for the purpose of making an investment in the Company and (ii) either (A) all of your outstanding securities (other than short-term paper) are beneficially owned by one Person, (B) you are not an investment company under the Investment Company Act or a “private investment company” that avoids registration and regulation under the Investment Company Act based on the exclusion provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, or (C) you have delivered to the Company a representation and covenant as to certain matters under the Investment Company Act satisfactory to the Company.

vii) Certain ERISA Matters. You represent that:

(1) except as described in a letter to the Company dated at least five (5) days prior to the date hereof, no part of the funds used by you to acquire the Bonds constitutes assets of any “employee benefit plan” within the meaning of Section 3(3) of ERISA, either directly or indirectly through one or more entities whose underlying assets include plan assets by reason of a plan’s investment in such entities (including insurance company separate accounts, insurance company general accounts or bank collective investment funds, in which any such employee benefit plan (or its related trust) has any interest); or

(2) if Bonds are being acquired by or on behalf of any such plan (any such purchaser being referred to herein as an “ERISA Member”), (A) such acquisition has been duly authorized in accordance with the governing holding of the Bonds do not and will not constitute a “non-exempt prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (i.e., a transaction that is not subject to an exemption contained in ERISA or in the rules and regulations adopted by the U.S. Department of Labor (the “DOL”) thereunder). The foregoing representation shall be based on a list of the Other Purchasers to be provided by the Company to each ERISA Member prior to the Closing. You acknowledge that the Manager of the Company, is not registered as an “investment adviser” under the Investment Advisers Act. If, in the good faith judgment of the Manager, the assets of the Company would be “plan assets” (as defined in DOL Reg. § 2510.3-101 promulgated under ERISA, as it may be amended from time to time) of an employee benefit plan (assuming that the Company conducts its business in accordance with the terms and conditions of the Bond Agreement and as described in the Offering Documents), then the Company and each ERISA Member will use their respective best efforts to take appropriate steps to avoid the Manager’s becoming a “fiduciary” (as defined in ERISA) as a result of the operation of such regulations. These steps may include (x) selling your Interest (if you are an ERISA Member) to a third party which is not an employee benefit plan, or (y) making any appropriate applications to the DOL, but the Manager shall not be required to register as an “investment adviser” under the Advisers Act.

(a) If you are an ERISA Member, you further understand, agree and acknowledge that your allocable share of income from the Company may constitute “unrelated business taxable income” (“UBTI”) within the meaning of section 512(a) of the Code and be subject to the tax imposed by section 511(a)(1) of the Code. You further understand, agree and acknowledge that the Company neither makes nor has made any representation to it as to the character of items of income (as UBTI or otherwise) allocated (or to be allocated) to its Bondholders for federal, state, or local income tax purposes. You have had the opportunity to consider and discuss the effect of your receipt of UBTI with independent tax counsel of your choosing, and upon becoming a member of the Company voluntarily assume the income tax and other consequences resulting from the treatment of any item of the Company’s income allocated to you as UBTI. The Company shall not be restricted or limited in any way, or to any degree, from engaging in any business, trade, loan, or investment that generates or results in the allocation of UBTI to you or any other ERISA Member, nor shall the Company have any duty or obligation not to allocate UBTI to you or any other ERISA Member. You hereby release the Company and its Managers and owners from any and all claims, damages, liability, losses, or taxes resulting from the allocation to you by the Company of UBTI.

8)Certain Agreements and Acknowledgments of the Purchaser.

a)Agreements. You understand, agree and acknowledge that:

i) Acceptance. Your subscription for the Bonds contained in this Agreement may be accepted or rejected, in whole or in part, by the Company in its sole and absolute discretion. No subscription shall be accepted or deemed to be accepted until the Company or Manager shall have executed and delivered to you the Bond(s) on the Closing Date.

ii) Irrevocability. Except as provided and under applicable state securities laws, this subscription is and shall be irrevocable, except that you shall have no obligations hereunder if this subscription is rejected for any reason, or if this offering is canceled for any reason.

iii) No Recommendation. No foreign, federal, or state authority has made a finding or determination as to the fairness for investment of the Bonds and no foreign, federal or state authority has recommended or endorsed or will recommend or endorse this offering.

iv) No Disposal. You will not, directly or indirectly, assign, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of your Bonds (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Bonds) except in accordance with the registration provisions of the Securities Act or an exemption from such registration provisions, with any applicable state or other securities laws and with the terms of the Bond Agreement.

v) Update Information. If there should be any change in the information provided by you to the Company or the Manager (whether pursuant to this Agreement or otherwise) prior to your purchase of any Bonds, you will immediately furnish such revised or corrected information to the Company.

9) General Contractual Matters.

a) Amendments and Waivers. This Agreement may be amended and the observance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of you and the Company.

b) Assignment. You agree that neither this Agreement nor any rights, which may accrue to you hereunder, may be transferred or assigned.

c) Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given to any party when delivered by hand, when delivered by facsimile, or when mailed, first class postage prepaid, (a) if to you, to you at the address or telecopy number set forth below your signature, or to such other address or telecopy number as you shall have furnished to the Company in writing, and (b) if to the Company, to Adam Oxsen at 2416 Palmer Circle, Norman OK 73069 or to such other address or addresses, or telecopy number or numbers, as the Company shall have furnished to you in writing, provided that any notice to the Company shall be effective only if and when received by the Company.

d) Governing law. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oklahoma without regard to principles of conflict of laws (except insofar as affected by the securities or “blue sky” laws of the State or similar jurisdiction in which the offering described herein has been made to you).

e) Descriptive Headings. The descriptive headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement.

f) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement, and there are no representations, covenants or other agreements except as stated or referred to herein.

g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

h) Joint and Several Obligations. If you consist of more than one Person, this Agreement shall consist of the joint and several obligations of all such persons.

i) Red Rock Securities Law (“RRSL”) acted as a legal to the Issuer in this Offering. You agree to, and hereby shall indemnify RRSL and any RRSL Affiliates, and shall hold each of them harmless from and against any loss, damage, liability, cost or expense, including reasonable attorney’s fees (collectively, a “Loss”) due to your investment in this Offering. You hereby release and forever discharge RRSL, their agents, employees, successors and assigns, and their respective heirs, personal representatives, affiliates, successors and assigns, and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, none of whom admit any liability to the undersigned, but all expressly denying liability, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, which you may now have or may hereafter have, arising out of or in any way relating to any and all injuries, economic or emotional loss, and damages of any and every kind, to both person and property, corporately and individually, and also any and all damages that may develop in the future, as a result of or in any way relating to your investment in this Offering.

SIGNATURES AND SUBSCRIBER INFORMATION

If you are in agreement with the foregoing, please sign the enclosed counterparts of this Subscription Agreement and return such counterparts of this Agreement to the Company.

For Execution By The Company:

BY: ROX ENERGY CAPITAL LLC

_______________________________________ 

Name: ________________
Title: ________________
ROXOCO LLC, Manager of the Company

For Completion and Execution By The Investor Subscriber:

The foregoing Subscription Agreement is hereby agreed to by the undersigned as of the date indicated below.

Name of Subscriber (Please Print) ______________________

Subscriber Address: ______________________

Email Address: ______________________

Primary Phone: ______________________

Offering Documents received and reviewed. _______ (please initial)
Subscriber Social Security or Taxpayer I.D. No. (Must be completed) ______________________ 

State in which Subscription Agreement signed: ______________________

If Subscriber is an entity:

_________________________________ 

Authorized Representative (Please Print)

Title:_____________________________

Mailing Address (Fill in Mailing Address only if different from Registered Account Address) ______________________

Joint Owner Information: (Fill in only if there you will be joint owners of the Bonds)

______________________

______________________
Joint Owner Name (Please Print)

Mailing Address of Joint Owner (if different from above) ______________________

Joint Owner Subscriber or Authorized Representative (if not an individual) __________________________________

To Joint Owner: Offering Documents received and reviewed. _______ (please initial)

Joint Owner Social Security or Taxpayer I.D. No. (Must be completed) ______________________

State in which Joint Owner signed Subscription Agreement: ______________________

Total Series A 10.00% Bonds Subscribed: ______________________ 

Purchase Price: ______________________

Subscriber Signature:

AGREED TO AND ACCEPTED:

If Holder is an Entity:

Name of Entity: _______________________________
Signature: _______________________________
Name of Authorized Signatory: _______________________________ 

Title of Authorized Signatory: _______________________________ 

Address of Entity: _______________________________
Email Address: _______________________________

If Holder is an Individual:
Signature: ________________________________ 

Name:________________________________
Address: ________________________________
Email Address: _______________________________

SIGNATURE AND SUBSCRIBER INFORMATION PAGE IF PURCHASER IS AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT, KEOGH PLAN, OR OTHER ENTITY

Total Bonds Subscribed:  ______________________________________

Purchase Price: ______________________________________

Executed at: _______________________________, ________________________________

This ________________ day of ________________, 20_______

Name of Entity: ________________________________________________ (Please Print)

____________________________

(Signature of Authorized Agent)

_____________________________

(Title)

Taxpayer Identification Number: ________________________________________________

Address of Principal Offices: 

______________________ 

(Address) 

______________________ 

(City) 

______________________ 

(State) (Zip Code)

Mailing Address: 

______________________ 

(Address) 

______________________ 

(City) 

______________________ 

(State) (Zip Code)

Attention: __________________________________________

SUITABILITY STATEMENTS FOR EXECUTION BY INVESTORS WHO ARE INDIVIDUALS

All subscribers of the securities must complete this suitability statement form. This includes primary purchasers, authorized representatives of purchasers, and prospective joint owners.

The truth, correctness and completeness of the following information supplied by you is warranted pursuant to the above:

Printed Name of Subscriber: _______________________________________________________ 

MARK TRUE OR FALSE OR COMPLETE, AS APPROPRIATE

Disclosure of Status as “Accredited Investor” under Regulation D

True  /  False

1. ____ ____ You are a natural person (individual) whose own net worth, taken together with the net worth of your spouse, exceeds $1,000,000. Net worth for this purpose means total assets (including personal property and other assets) in excess of total liabilities EXCLUDING your primary residence.

Except as provided in paragraph (2) of this section, for purposes of calculating net worth under this paragraph:

(i) The person’s primary residence shall not be included as an asset;

(ii) Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(iii) Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

True /  False

2. ____ ____ You are a natural person (individual) who had an individual income in excess of $200,000 in each of the two previous years, or joint income with your spouse in excess of $300,000 in each of those years, and who reasonably expects to reach the same income level in the current year.

True /  False
3. ____ ____ You are a director, executive officer, or Manager of the Company or a director, executive officer of the Manager of the Company.

True / False
4. ____ ____ You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of investing in the Bonds.

Disclosure of Foreign Citizenship

True / False

1. ____ ____ You are a citizen of a country other than the United States.
If the answer to the preceding question is true, specify on the line below the country of which you are a citizen. ________________________________

SUITABILITY STATEMENTS FOR EXECUTION BY INVESTORS WHO ARE ENTITIES

Printed Name of Purchaser Entity:

 _____________________________________________________________________

Printed Name of Authorized Representative: _____________________________________________________________________

MARK TRUE OR FALSE OR COMPLETE, AS APPROPRIATE

Disclosure of Status as “Accredited Investor” under Regulation D 

True / False

1. ____ ____ You are either :

(i) a bank, or any savings and loan association or other institution acting in its individual or fiduciary capacity;
(ii) a broker dealer;
(iii) an insurance company;

(iv) an investment company or a business development company under the Investment Company Act of 1940;
(v) a Small Business Investment Company licensed by the U.S. Small Business Administration; or

(vi) an employee benefit plan whose investment decision is being made by a plan fiduciary, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan whose total assets are in excess of $5,000,000 or a self-directed employee benefit plan whose investment decisions are made solely by persons that are accredited investors.

2. ____ ____ You are a private business development company as defined under

the Investment Advisers Act of 1940.

3. ____ ____ You are either:

(i) an organization described in Section 501(c)(3) of the Internal Revenue Code;
(ii) a corporation;
(iii) a Massachusetts or similar business trust; or
(iv) a partnership, in each case not formed for the specific purpose of acquiring the securities offered and in each case with total assets in excess of $5,000,000.

4. ____ ____ You are an entity as to which all the equity owners are accredited investors.

5. ____ ____ You are a trust, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000 and whose purchase is directed by a sophisticated person.

6. ____ ____ You (i) were not formed, and (ii) are not being utilized, primarily for the purpose of making an investment in the Company (and investment in this Company does not exceed 40% of the aggregate capital committed to you by your partners, shareholders or others).

7. ____ ____ You are, or are acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not-such plan is subject to ERISA; or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan that is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA.

8. ____ ____ You are, or are acting on behalf of, such an employee benefit plan, or are an entity deemed to hold the assets of any such plan or plans (i.e., you are subject to ERISA).

9. ____ ____ You are a U.S. pension trust or governmental plan qualified under Section 401(a) of the Code or a U.S. tax-exempt organization qualified under Section 501(c)(3) of the Code.

10. ____ ____ You rely on the “private investment company” exclusion provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 to avoid registration and regulation under such Act.

Disclosure of Foreign Citizenship 

True / False

1. ____ ____ You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a “Foreign Entity”).

2. ____ ____ You are a government other than the government of the United States or of any state, territory or possession of the United States (a “Foreign Government”).

3. ____ ____ You are a corporation of which, in the aggregate, more than one- fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign Company (as defined below) (a “Foreign Corporation”).

4. ____ ____ You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Company (as defined below) (a “Foreign Company”).

5. ____ ____ You are a representative of, or entity controlled by, any of the entities listed in items 1 through 4 above.

EXHIBIT A TO SUBSCRIPTION AGREEMENT FOR COMPLETION BY PURCHASERS THAT ARE ENTITIES ONLY

CERTIFICATE TO BE GIVEN BY ANY PURCHASER THAT IS A PARTNERSHIP OR LIMITED LIABILITY COMPANY

CERTIFICATE OF ___________________________________________________ (the “Partnership”)

                                                                     (Name of Company)

The undersigned, constituting all of the partners/members of the Partnership that must consent to the proposed investment by the Partnership hereby certify as follows:

1. That the Partnership commenced business on and was established under the laws of the State of _________________________ on ______________________ and is governed by a Partnership/Operating Agreement.

2. That, as the partners/members of the Partnership, we have the authority to determine, and have determined, (i) that the investment in, and the purchase of an interest in ROX Energy Capital LLC is of benefit to the Partnership, and (ii) to make such investment on behalf of the Partnership.

3. That __________________________ (name of signatory) is authorized to execute all necessary documents in connection with our investment in ROX Energy Capital LLC

IN WITNESS WHEREOF, we have executed this certificate as the partners of the
Partnership effective as of ____________________, 20_________, and declare that it is truthful and correct.

_____________________________________________ 

(Name of Partnership)

Signature:________________________________________ 

Name: ________________________________________ 

Title: _________________________________________

EXHIBIT B TO SUBSCRIPTION AGREEMENT FOR COMPLETION BY PURCHASERS THAT ARE ENTITIES ONLY

CERTIFICATE TO BE GIVEN BY ANY SUBSCRIBER THAT IS A TRUST

CERTIFICATE OF _________________________________________ (the “Trust”) 

                                                            (Name of Trust)

The undersigned, constituting all of the trustees of the Trust, hereby certify as follows:

1. That the Trust was established pursuant to a Trust Agreement dated _________________, ________ (the “Agreement”).

2. That, as the trustee(s) of the Trust, we have determined that the investment in, and the purchase of, Bonds in ROX Energy Capital LLC is of benefit to the Trust and have determined to make such investment on behalf of the Trust.

3. That__________________________________is authorized to execute, on behalf of theTrust, any and all documents in connection with the Trust’s investment in ROX Energy Capital LLC.

IN WITNESS THEREOF, we have executed this certificate as the trustee(s) of the Trust this ____________day of _________________, 20_________, and declare that it is truthful and correct.

Signature:_________________________________________
Name of Trust: ________________________________________ 

Trustee Name:_________________________________________ 

Trustee Signature:_________________________________________

EXHIBIT C TO SUBSCRIPTION AGREEMENT FOR COMPLETION BY PURCHASERS THAT ARE ENTITIES ONLY

CERTIFICATE TO BE GIVEN BY ANY PURCHASE THAT IS A CORPORATION

CERTIFICATE OF _____________________________________________ (the “Corporation”) 

                                                         (Name of Corporation)

The undersigned, being the duly authorized agent of the Corporation, hereby certifies as follows:

1. That the Corporation commenced business on and was incorporated under the laws of the State of __________.

2. That the Board of Directors of the Corporation has determined, or appropriate officers under authority of the Board of Directors have determined, that the investment in, and purchase of, the Bonds in ROX Energy Capital LLC is of benefit to the Corporation and has determined to make such investment on behalf of the Corporation. Attached hereto is a true, correct and complete copy of resolutions of the Board of Directors (or an appropriate committee thereof) of the Corporation duly authorizing this investment, and said resolutions have not been revoked, rescinded or modified and remain in full force and effect.

3. That the following named individuals are duly elected officers of the Corporation, who hold the offices set opposite their respective names and who are duly authorized to execute any and all documents in connection with the Corporation’s investment in ROX Energy Capital LLC and that the signatures written opposite their names and titles are their correct and genuine signatures.

Name __________________________________ 

Title ___________________________________ 

Signature________________________________

EXHIBIT 2
Form of Bond Agreement

ROX ENERGY CAPITAL LLC 

10.00% Series A Bonds

BOND AGREEMENT

CUSIP: ____________

ROX ENERGY CAPITAL LLC, an Oklahoma limited liability company (the “Company”), for value received, promises to pay to [•], or its registered assigns (the “Holder”), the principal sum of up to $[•], as more particularly stated herein, on the Maturity Date (as defined herein).

This Bond Agreement relates to the offer by the Company of 10.00% Series A Bonds (the “Bonds”).

SECTION 1. (a) Interest. The Company promises to pay interest on the principal amount of the Bonds represented by this certificate at _____% per annum from the date of issuance, up to but not including __________ (the “Maturity Date”) subject to the Company’s two (2) successive options to extend the Maturity Date for an additional one-year period each (each, an “Extension Period”) in its sole and absolute discretion. If the Company elects to extend the Maturity Date of the Bonds, the Bonds will bear interest at 11.00% per annum during the first one- year Extension Period and will bear interest at 12.00% per annum during the second one-year Extension Period. The Company will pay interest due on the Bonds in equal monthly installments on the tenth day of the month (the “Interest Payment Dates”), or if any such day is not a business day, the next business Day to Holders of record as of the last day of the previous month. The Company shall pay interest on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Bonds; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

With respect to the maturity or extension thereto of the Bonds, the Company will send to the Holder written notice, no more than 240 days and no less than 180 days prior to a Maturity Date for the Bonds, notifying the Holder of the Bonds’ pending maturity and that the maturity of the Bonds will or will not be extended, as applicable.

(b) Interest Rate Uplift. The Company will pay interest on the principal amount of the Bonds represented by this certificate at higher rates if the minimum investment is also higher. The minimum investment amount must be received in a single transaction and is not aggregated. The minimum investment amounts and the increased interest rates are as follows:

SECTION 2. Method of Payment. The Company will pay interest on the Bonds to the persons who are registered holders of Bonds at the close of the Record Date, even if such Bonds are canceled after such Record Date and on or before such Interest Payment Date. The Bonds will be issued in denominations of $1,000.00 and integral multiples of $1,000 in excess thereof. The Company shall pay principal and interest on the Bonds in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts (“U.S. Legal Tender”). Principal and interest on the Bonds will be payable at the office or agency of the Company maintained for such purpose except that, at the option of the Company, the payment of interest may be made by check mailed to the holders of Bonds at their respective addresses set forth in the Bond Register, maintained by the Company or agent designated by the Company for such purpose.

SECTION 3. Paying Agent and Registrar. Initially, _______, the Company will act as paying agent and registrar. The Company may change the paying agent or registrar without notice to the holders of Bonds.

SECTION 4. Optional Redemption. The Company may redeem the Bonds, in whole or in part, without penalty. If the Bonds are extended for an Extension Period, the Company may redeem the Bonds at any time during such Extension Period. Any redemption of a Bond will be at a price equal to the then outstanding principal on the Bonds being redeemed, plus any accrued but unpaid interest on such Bonds. If the Company plans to redeem the Bonds, the Company will give notice of redemption not less than 5 days nor more than 60 days prior to any redemption date to each such holder’s address appearing in the Bond Register. In the event the Company elects to redeem less than all of the Bonds, the particular Bonds to be redeemed will be selected by the Company by such method as the Company shall deem fair and appropriate.

SECTION 5. Redemption at Option of Holder.

(a) Bonds will be redeemable at the election of the Bondholder beginning any time after a 12 month period after the issuance date of such Bond to Bondholder. In order to request redemption, the Bondholder must provide written notice to the Company at the Company’s principal place of business that the Bondholder requests redemption of all or a portion of the Bondholder’s Bonds (a “Notice of Redemption”). The Company will have 120 days from the date such notice is provided to redeem the Bondholder’s Bonds, at a price per Bond equal to $950 plus any accrued but unpaid interest on the Bond. The Company’s obligation to redeem Bonds with respect to Notices of Redemption received in any given Redemption Period (as defined below) is limited to an aggregate principal amount of Bonds during any Redemption Period equal to the 10% Limit (as defined below).

(b) Any Bonds redeemed as a result of a Bondholder's right upon death, disability or bankruptcy set forth in Section 6 will be included in calculating the 10% Limit and will thus reduce the number of Bonds available to be redeemed pursuant to this Section. Bond redemptions set forth in this Section will occur in the order that notices are received.

(c) “10% Limit” shall mean 10% of the aggregate principal of Bonds outstanding at the commencement of the current calendar year; provided, however, during the pendency of the Offering, such amount shall be updated to equal 10% of the aggregate principal of Bonds outstanding at the commencement of the current calendar quarter.

(d) “Offering” shall mean that certain offering for sale of the Bonds whether pursuant to an Offering Statement on Form 1-A (or other SEC registration statement) or pursuant to a private placement, as the same may be amended.

(e) “Redemption Period” shall mean a calendar year.

SECTION 6. Redemption upon Death, Disability or Bankruptcy.

(a) Subject to subsection (b) below, within 90 days of the death, Disability (as defined below) or Bankruptcy (as defined below) of a holder who is a natural person or a person who beneficially holds Bonds (a “Holder Redemption Event”), the estate of such Person, such Person, or legal representative of such Person may require the Company to redeem, in whole but not in part, without penalty, the Bonds held or beneficially held by such Person, as the case may be, by delivering to the Company a written notice requesting such Bonds be redeemed (a “Qualifying Redemption Request”). Redemptions due to death, disability or bankruptcy shall count towards the annual 10% limit on redemptions described above; provided, however, that any redemptions pursuant to death, disability or bankruptcy shall not be subject to the 10% limit. Any Qualifying Redemption Request shall specify the particular Holder Redemption Event giving rise to the right of the holder or beneficial holder to have his or her Bonds redeemed by the Company. If a Bond or beneficial interest is held jointly by natural persons who are legally married, then a Qualifying Redemption Request may be made by (i) the surviving holder or beneficial holder upon the occurrence of a Holder Redemption Event arising by virtue of a death, or (ii) the disabled or bankrupt holder or beneficial holder (or a legal representative) upon the occurrence of a Holder Redemption Event arising by virtue of a Disability or Bankruptcy. In the event a Bond or beneficial interest is held together by two or more natural persons that are not legally married (regardless of whether held as joint tenants, co-tenants or otherwise), neither of these persons shall have the right to request that the Company repurchase such Bond or beneficial interest unless a Holder Redemption Event has occurred for all such co-holders or co-beneficial holders of such Bond.

Disability shall mean with respect to any Bondholder or beneficial holder, a determination of disability based upon a physical or mental condition or impairment arising after the date such Bondholder or beneficial holder first acquired Bonds. Any such determination of disability must be made by any of: (1) the Social Security Administration; (2) the U.S. Office of Personnel Management; or (3) the Veteran’s Benefits Administration, or the Applicable Governmental Agency, responsible for reviewing the disability retirement benefits that the applicable Bondholder or beneficial holder could be eligible to receive.

Bankruptcy shall mean, with respect to any Bondholder the final adjudication related to (i) the filing of any petition seeking to adjudicate the Bondholder bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Bondholder or such Bondholder’s debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property, or (ii) without the consent or acquiescence of such Bondholder, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any bankruptcy, liquidation, dissolution, or other similar statute, law, or regulation, or, without the consent or acquiescence of such Bondholder, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Bondholder or of all or any substantial part of the property of such Bondholder which order shall not be dismissed within ninety (90) days.

(b) Upon receipt of a Qualifying Redemption Request under subsection (a) above, the Company shall designate a date for the redemption of such Bond and notify the holder of such redemption date, which date shall not be later than 30 days after the Company receives facts or certifications establishing to the reasonable satisfaction of the Company the occurrence of a Holder Redemption Event. Any redemption of a Bond under this Section will be at a price equal to all accrued and unpaid interest, to but not including the date on which the Bonds are redeemed, plus the then outstanding principal amount of such Bond.

SECTION 7. Denominations, Transfer Exchange. The Bonds are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Bonds may be registered and Bonds may be exchanged. The Company shall have ultimate discretion to approve any transfers of the Bonds. The Bond Registrar may require a holder of Bonds, among other things, to furnish appropriate endorsements and transfer documents, and the Company may require a holder of Bonds to pay any taxes and fees required by law. The Company and the Bond Registrar are not required to transfer or exchange any Bonds selected for redemption. Also, the Company and the Bond Registrar are not required to transfer or exchange any Bonds for a period of 15 days before a selection of Bonds to be redeemed.

SECTION 8. Persons Deemed Owners. The registered holder of Bonds may be treated as its owner for all purposes.

SECTION 9. Amendment, Supplement and Waiver. Any existing Default or compliance with any provision may be waived with the consent of the holders of a majority of the Bonds then outstanding. The parties thereto may amend or supplement the Bonds with the consent of the holders of a majority of the Bonds then outstanding.

SECTION 10. Events of Default.

(a) Whenever used herein, “Event of Default” means any one or more of the following events that has occurred and is continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) the Company defaults in the payment of any installment of interest, upon any of the Bonds as and when the same shall become due and payable, and continuance of such default for a period of 60 days; provided, however, that a further extension of an interest payment period may be granted by the holders of at least a majority in principal amount of the Bonds at the time outstanding and shall not constitute a default in the payment of interest for this purpose;

(2) the Company defaults in the payment of the principal of any of the Bonds as and when the same shall become due and payable, and continuance of such default for a period of 60 days, whether at maturity, upon redemption, by declaration or otherwise; provided, however, that a further extension of the maturity of such Bonds by the holders of at least a majority in principal amount of the Bonds at the time outstanding shall not constitute a default in the payment of principal;

(3) the Company pursuant to or within the meaning of any bankruptcy law (i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or

(iv) makes a general assignment for the benefit of its creditors;
(4) a court of competent jurisdiction enters an order under any bankruptcy law that

(i) is for relief against the Company in an involuntary case,

(ii) appoints a Custodian of the Company or for all or substantially all of its property, or

(iii) orders the liquidation of the Company, and the orders remain unstayed and in effect for 90 days; or

(5) entry by any court having jurisdiction over the Company of a final and non-appealable judgment or order for the payment of money in excess of $25,000,000.

SECTION 11. No Recourse Against Others. No recourse for the payment of the principal or interest on any of the Bonds or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, or in any of the Bonds or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or of any successor person thereof. Each Holder, by accepting the Bonds, waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Bonds.

SECTION 12. Attorneys’ Fees and Costs

The prevailing party in an action to enforce this Bond shall be entitled to reasonable attorneys’ fees, costs and collection expense.

SECTION 13. Governing Law; Jurisdiction. This Bond Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma. The parties hereto hereby consent to personal jurisdiction and venue exclusively in the State of Oklahoma with respect to any action or proceeding brought with respect to this Note.

Company:
ROX Energy Capital LLC

An Oklahoma limited liability company

______________________________________ 

Adam Oxsen, Chief Executive Officer
ROXOCO LLC, Manager of ROX Energy Capital LLC

______________________________________ 

Date

Holder:

[Name]

_____________________________________ 

Print Name

______________________________________ 

Date