Can i document type e sign intellectual property sale agreement louisiana
[Music] welcome to the real estate syndication show whether you are a seasoned investor or building a new real estate business this is the show for you whitney sewell talks to top experts in the business our goal is to help you master real estate syndication and now your host whitney sewell this is your daily real estate syndication show i'm your host whitney sewell today our guest is gene trowbridge thanks for being on the show again gene you're welcome thanks for having me whitney yes i'm honored to have you back again and and as the listeners know if you've listened the last couple days uh gene has been uh gracious enough to to walk us through these documents that whether you're on the uh in the business as an operator or whether you're in the business as a limited partner passive investor you have to understand these documents there's some specific things that are so important that you know and it can be very complicated and you need someone like gene uh that's an expert uh that that can help you help explain what some of this means and so you know uh you know things you need to focus on or maybe you need to ask the operator about or or different things but grateful for you as the listener i'm just grateful that you're here with us again today and today we're going to talk about the subscription agreement um and gene's going to help us to go through that and just that that and the relationship between that and the other documents we've talked about and some other questions so gene uh you know and and let me back up a little bit a little about gene uh you probably heard this yesterday but i always like to highlight he's he's the founding partner of trowbridge law group llp he's representing over 400 clients and also i just like everybody know that like gene was a former syndicator he's been on this side of the business he understands this business inside and out he's a ccim senior instructor and has a has a book that should be on everybody's shelf in this business called it's a whole new business you can also find that book on my website if you go to our recommendations page you can find jean's book and a link to it right there so thanks again gene for your time you know get it let's dive right in gene okay well that's great whitney so let me go back to finding the book on your website so is there is there a link to the free pdf copy no i should do that i didn't know there was a free pdf copy oh never mind i i misspoke sorry so i'll send you one okay yeah i'll link and then you can do that and i'd be happy to have everyone have one of those that's just fine well let's see we started this journey this is becoming a habit whitney you and me we started this journey talking about something that we called the ppm well ppm is really excuse me the ppm is really a name a acronym for the private placement memorandum and it really includes a number of documents when we talked about the ppm we were looking at something that's really the disclosure document the story of the offering and we try to write it when we draft these for our clients we try to write it in as much plain english as we can so they read that we hope that that's the first the first document that the client reads and or their investors and so that's the disclosure document and then that has some exhibits there's an exhibit that shows we always put the organizational document showing that the company is actually formed in a particular state and give the investors that information then exhibit two which we talked about yesterday was the operating agreement and the operating agreement is so the rules on how the company's going to run and how we're going to try to make this story come alive and happen and then there's exhibit three and exhibit three is the subscription booklet um which we're going to talk about today basically uh a contract uh an offer and some background information from the investor to the sponsor uh to see if the investor can take part in the opportunity that the sponsor has put together and then in our documents we have exhibit four which is the business plan the investment summary the property package whatever it is it's all about the property some offerings we have more we have more exhibits some of the offerings we're doing today are tenant and common deals so we also have the tenant and common agreements but basically it's the four so here's the subscription agreement the subscription agreement is really the only document the investor signs now in the way that this is being done we don't have the investor sign the uh operating agreement uh we have the investor just sign the subscription booklet so it's relatively simple you see the table of contents is is relatively short um i've highlighted a lot of things but it's not it's not all that much there's three parts the instructions to someone who wants to subscribe and then number two the subscription agreement itself and number three the offering questionnaire and the reason for all those all those parts so i guess if an investor wants to uh wants to invest they're going to read all the documents they're going to get this and then we tell them how to complete the book you need to do the subscription agreement and then the offering questionnaire gina i was gonna i was gonna tell you too that we're not under a time crunch today so i want you to have the time to explain this you know the time that you need and then i wanted to remind the listeners as well that this would be on youtube gene is sharing his screen and and you can you can see the document as he's going through it he's highlighted specific things that he's talking about just so you know if there's something that that you want to if you're listening to it right now going down the road or wherever you may be and there's something you want to see uh you can go back to that on youtube and actually see exactly what he's talking about all right so we we're we're talking about just instructions on how to do this and we're down to the subscription agreement now the subscription agreement says if you read right under roman numeral 2 the undersigned hereby elects to purchase class a units that's generally what the investors buy of the offering so here's here's the investor's uh offer if you would to a me if this for my offering to invest and then we talk about the purchase of units and we rehash now most of this information has already been covered because it's in the ppm it's in the operating agreement but here it is again because this is what we're going to sign so the person who's filling this out is going to tender a check in the amount of x representing a total purchase of x number of units and in this offering the units are ten thousand dollars per unit and this offering has a minimum investment of a hundred and fifty thousand dollars now this says a check not every subscription asks for a check some subscription agreements don't want any checks at all they want uh you to wire the money okay and so you have to read this and see how do they actually want how does a sponsor actually want your money sometimes the check is fine and then you'll find out later in the document that it says if you want wiring instructions we will give you uh wiring instructions and then it goes on to say that i understand my admission to the company is contingent what contingent upon the acceptance by the company for those sponsors who are out there you have the total right to say yes or no you don't have to take an investor if you find from the offering questionnaire that you don't think the investor is suitable for this investment you can turn them down that you're right and it's really your obligation to the other members and to this member if you don't think this is the right uh this is the right person you know it's seven o'clock here my voice is just waking up with me so excuse me and then it comes down there's a term in here called breaking impounds if remember this offering had a five million dollar minimum and a 15 million dollar maximum so until the sponsor raises 5 million all of your money will be deposited in a bank account owned by the company and then then it will be used for the purposes described which will not occur occur until we break impound so uh the money is just going to be sitting in there in the account and there might be some interest earned but today that interest is so insignificant that we don't we don't deal with it and when the 5 million comes technically the term is that you break impounds and the manager sponsor can go out and use the money it's generally used and stated to be used in the ppm and the operating agreement to buy the first property remember this document we've talked about is a blind pool if this were a specific offering the amount needed to break impounds would be what you need to buy the property and then probably we continue to raise money to find money for the capex expenditures in the future if we're going to fund those with cash or fees or anything we're going to do later usually there's a minimum and a maximum so the money just sits in there until you break impounds and um the sometimes gosh this is done so many different ways sometimes the sponsor has gone to a bank or someone who will do this for them and set up a checking account which is fine but set up a savings account and has given it's not really an escrow account like you would think there'd be an escrow account at the escrow company to buy the property but i'm going to call it an escrow account and so all the money goes into the escrow account and stays there and the sponsor has a relationship a contract with the bank that says we're depositing all this money and when it breaks impounds you transfer the money to our checking account if it doesn't break inbounds you send everyone the money back in any interest they might have earned on their deposit that's a little more complicated but i've seen that on certain certain offerings and how would i know what's happening to my money i got to read the darn documents and then when we accept the subscription agreement and the membership uh we'll send you a receipt and i'll show you what that's going to look like in a minute one of the things you're doing here in the new way that documents are being drafted is this is what the investor is going to sign so the investor here agrees to accept the company agreement you know you you accept every provision of the company agreement because we're not having the investors sign the company agreement representations and warranties and we kind of go through stuff some of the stuff we've already gone through at least we've explained in both the ppm and the operating agreement who's suitable for this investment are we taking accredited investors and we're asking the investor to say if they meet one of these suitability standards and we all pretty much know what those are a million dollars of net worth uh 200 000 of income or three if you're married and then there are a number of other definitions of accredited investor depending upon who the sponsor is we may or may not include in the subscription in the subscription agreement but this is a pretty thorough listing of uh if you are accredited now we're going to go into suitability just because you're accredited doesn't mean you're um you are suitable but we're asking you after you've read everything is your investment in other things that are not readily marketable not liquid is it disproportion to your net worth well i'm going to ask you another question about that but this is one of the representations i want you to make and then i want you to tell me that everything you do in the subscription agreement and all the information you give me is the truth that's important and then we go through a section of risks now the section of risk is going to be quite a bit regurgitation of the risks that are already explained in the private placement memorandum risks really aren't in the operating agreement they're in the disclosure document and so it says i have evaluated the risks of investing in the company and a test that's like sitting on the witness stand and saying i attest to the truth i testify that all the following statements are true hey i understand that the private placement memorandum is important and oh my god i've actually read it and i've read the company agreement and i've read this document and i've read all other documents and everything i've said is true but i've actually understood it i understand that the investment involves substantial risks and i've taken full cognizance and understanding of all the risks and i've read the risk factor section in the offering materials and then we come down here the next one is darn it the next one is about uh the offer to sell was directly communicated to me in a manner such that i was able to ask questions and receive answers okay now depending upon if it's a 506 b or a 506 c we have to have some sort of a comment in there about solicitation if it's a 506 we really don't care too much actually this offering is a c and i left this in there i just want them to say um i just want them to say how they got introduced to to the offering based on what i know the sponsor is going to do the sponsor is not going to put ads in the newspapers magazines radio or television and i want the people to say yes i didn't get information from there if it's a 506 b where there's no advertising at all this paragraph's a little different hey i was not solicited i had the dreaded pre-existing substantive relationship with the sponsor and it was directed uh the offering was communicated directly to me okay these units are being acquired for my own account okay we have suitability standards whitney we can't have you buying you know 100 of these units and then selling it to your friends [Music] in this particular offering all of our investors have to be accredited because it's a 506 c so we have to be careful of that and on top of it regulation d has a rule that there cannot be a resale of uh units within the first 12 months of someone acquiring them and that rule is just to keep what i just said from happening from happening we're not having someone buy some and resell now there are all sorts of things that could happen in the first year someone could die they could get divorced and we can work through that but a sale of the units is going to cause some trouble because it could violate our exemption so the company wants to put a stop to that and that's what this disclaimer is here it is and we even go farther the units will not be resold unless the units are subsequent subsequently registered with the securities act or um the person who wants to sell the units gets an opinion letter from another attorney that this will not violate our exemption now all that's fine but yesterday we went through article 11 in the operating agreement whitney and we talked about liquidity voluntary liquidity liquidity through an active law we talked about all the ways that units can be transferred that's one of the four questions an investor should ask is is there liquidity in case i need to get my money out and a well-drafted document has liquidity provisions and as long as you follow the liquidity provisions in the operating agreement this uh representation won't cause you any trouble and then the last one is i'm i am able to bear the economic risk in case uh the documents the investment comes completely worthless now why would anyone invest if they see that language but that's what we have to say you know when i was doing storage units one of the very first things in my wrist section was is you know if all 800 tenants move out today whitney we're not going to be able to make the mortgage payment and you're going to lose all your money i always tell that story because face to face with investors i like to say that because if an investor laughs at that meaning well not all 800 people are going to move out blah blah blah i think i've got an investor who's got some experience right if i say that to someone and their face tightens up and their body language goes like this well you know let's not take them as an investor let's not let's not take them they're not ready uh ready to do this then we go into other con other considerations which are still kind
f more like risk factors hey this company has no operating history the manager might but this company doesn't there's restrictions on liquidity the financial projections are only estimates we're not guaranteeing anything uh tax effects of distribution that are up to the individual investor no agency has made any determination on whether this is a good offering or the books are written well um conflicts of interest hey you know i'm gene george i've got 16 storage facilities and i'm running right now um there's conflicts i i can only devote my time so much to any one unit if there's a need for a member advance or a member loan and if i have any money i can give it to that unit but not this unit there's all sorts of conflicts and then if you're real estate broker uh we've written conflicts in the ppm that says as a broker we're representing other clients and representing this property i'm going to have conflicts and we need to explain all that and then the manager has retained legal counsel the legal counsel was just for the company i do not represent an investor generally i won't talk to an investor unless the sponsor's on the phone call with me my fee agreement is with the sponsor okay i won't review other people's documents for investors i think that's a conflict for me so we need to understand that uh the manager may receive compensation okay where's that that's in both the operating agreement and the ppm i love this one i understand that the offering materials supersede any other facts or assumptions well what's going to take three four five weeks to get this all ready to take to the market and you're doing your due diligence you're working with the lender uh all sorts of things are going and you're talking to potential investors who knows who knows what happened that you represented in june that isn't the same that you're representing now in the first of september who knows what you've said to who so this is the only document that counts for your protection and for the investors protection everything that's in writing in the ppm is you know like the like the blocks of the ten commandments man this is it okay don't bring any other information in if it's not in the ppm it never was said and for the sponsor it's very very important you know i put it in writing i said it i never promised to send you any money if you think i said i promised let's look at the offering documents which says we project we may okay totally different totally different words and then you say that you actually can sign this that's important if we're investing for an entity let's say an llc wants to invest here or family office how do you know that the person is signing the document can actually do that i understand that acceptance and execution constitute acceptance and execution of the company agreement remember this is where we're signing this is an exhibit and instead of doing the company agreement we're going to sign here and then we allow electronic signatures this is a big change in in the industry and i'm not going to go through this but many times our um our sponsors are using a back office company to help process the offering and we take this document and we give it to them and they electronically modify it and so then when people go to their website and sign they don't do anything manually just like using a portal right or docusign or something like that a lot of people have uh portals a lot of our our companies in fact if we'd had portals uh when i was making the decision to go to law school and stop syndicating i probably would not have done this um i you know one year i sent out 1676k ones i spent three months licking envelopes and putting stamps on and there were no portables there was no uh ims or redwood or whatever there are but there are now and so that makes a difference i think a portal is a little overkill on your first deal with 20 investors but you know whitney you do four or five deals you've got 150 investors now we're talking about some mechanics and you can staff it yourself which is what i did or you can go outside and have someone else staff it and that's pretty prevalent uh pretty prevalent today so then we have a question here one of the definitions of an accredited investor is that you're smart and one of the ways you demonstrate the fact that you're smart is that you use a registered investment advisor to um make your decisions for you you might be the person who's typically this is an older person who's subject to a trust and all their money comes out of the trust and the trust is being governed by the trustee and a professional advisor and so if you're going to use a professional advisor as an investor we want to know who that is we want to um and and the sponsor is not a registered investment advisor this is a this is a career this is a bonded this is a licensed person and we want to know who that is because they're the one who's making the decision for the investor and making the determination that this is suitable so we have that information and then it says after you execute this subscription agreement and send us the money the company will make a decision if they want to accept you now we're gathering information we need information on who wants to purchase pretty self-explanatory but this is the one that causes everyone so much problem how are we going to hold title i will tell you right now whitney if you're the sponsor this is not your responsibility you have you can't know how the person should hold title you know about them but you don't know anything about what their estate planning is you don't know anything like that and i get many many many calls how should this client take title and my answer is they should call their cpa their attorney or their trust attorney do not give them advice on how they should take title and you need this right you need this correctly so that the cpa can deal with the the k1s the tax returns and the k1s correctly now there are a million ways you can take title okay but here's here's a way that if you're doing this electronically you can check a box and that helps and then underneath this it says that there are several states i think there's seven states that have um community property laws so i'm in one right now um california if i sit with you whitney and i want to write a check fill out a subscription agreement to buy units in this fund you have to be alerted to the fact that when i write this check and i tell you i want to take title myself you may have a problem with my wife down the line because did she approve me going into the company checking account and writing 150 000 check out a savings or whatever and putting the title in my name so when your investor is from one of these states and the choice is they want to take title individually you need to ask them if they're married now i could have been divorced in the past and i could have my own separate property from that other marriage now i'm married but i couldn't take my money that's mine and take title as an individual as a soul and separate property that's fine but you need to protect yourself this is what i say to everyone if you're going to have an investor from one of these states that's going to take title individually ask them if they're married and if they're married provide them with a community property waiver and basically at all it says is the spouse who's not signing and not wanting title and their name says you know i know what's happening here i understand i'm not making any claim and then you sign it okay now a year from later something goes wrong the spouse speaks up and says hey i want my money back this never should have happened you're you're covered because this is going to cause the company problems i'm not worried about the husband and wife arguing i'm worried about some attorney calling us and saying we want 150 000 back from the bank account because you never should have taken that investment okay it's a lot more complicated than that when you have um when you have unions out there that aren't actually married and who's investing whose money so it's something that you have to you have to identify and ask questions in fact just as an aside one of the things that they're thinking about in the accredited investor definition is uh expanding the definition of accredited investors to a household where otherwise you would say these people are married but maybe for some reason they aren't okay but they're investing together if their net worth or their income meets the definition the 200 or 300 they can invest as accredited investors even though they don't have the piece of paper that says they're uh says they're married i don't know if that's going to happen that makes some sense to me and it would clear up some problems that we have uh that sponsors have so it kind of brings in that that that couple or that person that they're not married but they are in the household it's going to bring them into the agreement or at least the person that's signing is agreeing that they're part of the household that would be my recommendation yeah that would be my recommendation in fact i have a couple sponsors who who are married and same-sex marriages and we go through this we go through this all the time they brought their own money to the relationship whose money is being invested is it money that was earned after uh the marriage or before the marriage and and the two groups i'm talking about are in texas which is community property state so we've got that problem that we have to talk about and then if it's going to be an entity i have this checklist of things hey if you say you're going to invest in a partnership a family partnership well i need to i need to see the document that gives you the authority to sign and invest the money for the partnership once again to protect the company i don't want someone coming six months later and say we didn't approve this investment and i learned that a long time ago when i'm selling real estate i sat down in an office with the person he signed the listing agreement i brought a full price offer in for this office building and we found out that he hadn't had the authority to sign the listening agreement and to agree to pay me a commission totally different if you're selling houses you sit in the kitchen table the husband and wife chances are they have the authority but in the world of llcs and corporations and everything i would always advise uh someone to check where's the authority coming from and yes you have to ask them okay that shouldn't insult them they've been asked before ask them and so i go through a list of things that i'd like uh the investor to um provide and then then we sign that that's all the subscription now we're in the offering questionnaire and i'm gathering information okay where do you live well that's important for their tax returns that's important for the state notices that we send out do you have a house or an apartment in any other state that's kind of important once again for tax returns where do you pay your income taxes here i'm trying to identify your residents right because if you were doing an offering that's only approved in texas you'd want to make sure that the person is in texas right so we've got three questions for that what's your age i can't tell you how many clients of mine don't want to ask their investor what their age is i think that's extremely important because if you're if your holding period is six seven eight years and you're asking gene drawbridge to invest and gene might invest with his ira don't you need to know if gene is in a period where number one seven or eight years is too long and number two gene are you taking mandatory distributions and if all your money from your ira is going into this fund where are you going to get your money for your mandatory distribution don't come to the company and ask for your money we can't help you so i think it's i think that's an important question and then we go through uh once again are you accredited here's the definition of accredited um [Music] net worth income and if in fact you have another definition of accredited which we listed earlier on you can write that in there uh what are the positions that you've held in the last 10 years now is this intrusive okay so it's intrusive let's figure out if the person's suitable for your investment before it gets too late and you have a lot of investors who invest over and over and over with you so you don't have to be you know this subscription agreement can be modified if you're dealing with nothing but uh past investors because you know all this stuff okay and then do you how do you know how do you know true bridge how do you know trowbridge apartment managers how do you know all these people uh do you or don't you i don't know i i i i uh this offering's on crowd street and i uh bought it from crowd street okay write that down that's okay it's a 506 c offering you can do that but if it's 506b i want to know okay and then we want to know if you're experienced in investing very important i think for the sponsor to know if this is the first time anyone's ever invested in in an llc that's not liquid okay so we need to talk about it um i might have mentioned this somewhere uh in some offerings if the minimum investment is large enough i'll put in there a question that after you've done your minimum investment i have some clients of the minimum investments 500 000. after you've invested your 500 000 how much money do you have how much liquidity do you have four dollars okay don't take that person you know so i think that those are some other questions and this subscription agreement can be modified for the specific offering and here's some more questions about where the state securities notices where do you file your income tax or your annual reports if you're an entity where was the entity formed that's all important and then we and then we sign it and then we go right back up to the beginning it says what do you do with this okay complete the the booklet complete the offering questionnaire now do what you're supposed to do and uh somewhere in here it should tell you where to where to send it you're supposed to send a check you're supposed to do that and or there's a separate instruction letter that's a cover letter that goes with it and that's what i have in this particular document where are you going to send it and where are you going to send the check so that's the end of our march through the three documents just quickly the ppm the disclosure document told the story the operating agreement gives you the rules and the subscription agreement basically says hey i've read all this stuff i'm qualified i'm suitable i want to invest will you accept my offer in this case it's 150 000 minimum and the sponsor can say yes or no um it isn't on this document because it's a standalone document that i have um let me do one thing just for just for a i guess i i don't i don't have it here okay so um there's a document that's the receipt it's called acknowledgement and receipt and that's a standalone document that you would send to uh the investor when they get when you accept them you break in pounds everyone becomes a member you send them this receipt that tells how many units they bought uh how they're taking title and then you sign that and that's the the receipt they get sometimes clients my clients like to send them um a completed subscription book but they've already received the subscription book the clients have already seen all the documents they're just executing this and making an offer so you really you really don't need to send them that but some people like to like to do a nice fancy uh final set of documents but it's kind of up to them like in a book all right in a fancy way the an operator would send them all the all the documents or today you know it's it's it's a link to a dropbox or a link to something where all their documents are and if you're using portal the portal will upload the documents and tell the investor where they can find all the documents right i wanted to ask you about i mean and you talked about it right there but that receipt page and anything else that say the investor signs and the operator has to sign just you know is there any kind of sp
cific order that should take place as far as who signs what when and you know and just getting that receipt back to the investor and their funds yeah there's only one signature the signature on the subscription agreement accompanies the wiring of the cache until let's say you're in a wire you're going to require wiring until the money is wired into your account and until you receive the subscription agreement executed you don't have anything so that would be the two things that should happen pretty much simultaneously sometimes it takes a while for the money to get there as you know because it comes out of an ira account or a 401k but until everything those two things are received you really don't have the complete subscription and so at that time i would think i would tell the people you know we're going to accept you i've got your money we explained where your money's going to sit until we break impounds and at that time i'll send you a receipt uh memorializing your purchase because the the syndicator has and we say it in the ppm up front the syndicator can cancel this offering at any time send you your money back okay prior to breaking impounds just call the deal off and then after you break impounds it's a little harder this indicator has the right to say well we raised five we bought the first property but because of this virus thing i don't want to buy any more properties right now so i'm going to send everyone a pro rat a share of their money back and we'll just own one property fine so you can do that any any issues with an investor say wiring their funds before they get the signed receipt uh you know or sign documents from the operator i don't think that's a problem because what is that is just the deposit right it's just the deposit and the deposit goes back the securities laws deal with something called irrevocably committed okay when the money is irrevocably committed to the offering you're an investor okay so when is the money irrevocably committed when it's spent we say when you break impounds it's irrevocably committed and in addition when it's spent it's spent now i have this issue in hawaii um where we have to sign and i got to talk about that uh send these state notices in um hawaii says when the money goes in your bank account we're going to start the 15 day clock well and i argue with hawaii i said no you know the money could sit in there for 30 days before we break impounds no that's not acceptable to us our rules is that you have their money okay so we need to know what's all that about the minute i get a subscription from someone well backwards the minute i have complete documents whitney and i send it to you here's your documents go forward we're going to file the form d the form d has to be filed within 15 days of the first money you accept that's irrevocably committed so we file it right away so we don't have a problem with that and then as you get investors and you get their money that's irrevocably committed you have 15 days to send your notice to the various states where the investor lives so we typically consider money irrevocably committed on a specific offering when you break impounds in your clothes we go to you we have an excel spreadsheet we give you you fill it out i want the name of the investor the state and how much they've invested and then we look at the list if you've got investors in nevada we send a letter to nevada you've got investors in oklahoma we send a letter to oklahoma it's all filed online our operation manager does all that we send the letter a copy of the form d and a deposit uh because they always charge you for that and that has to be done 15 days after you take their money so that if someone complains and they go to the state and they go to the secretary of state and say hey i'm in texas and i invested in whitney sewell's deal but whitney's in virginia texas needs to know how to get all the whitney so the state notice alerts texas to how they can get a hold of whitney so that's the back that's the back office stuff we do okay and one other question i wanted to ask you know is there any way to and maybe we talked about this briefly yesterday but it's difficult because the documents are so property specific deal specific you know they're structured different ways all these things that we have to take into account even different states and things um you know but you know like using a portal i know we've experienced issues like you know you got to put the document in and there's lots of things to make that electronic stuff work correctly and it would be helpful if there was like some kind of like standard portion of it and then a portion that was that we could alter per deal you know is something like that possible i suppose there is but the the question would be would it be standard and would it already be in the portal and you just go in the portal and modify it uh that answer i don't think has happened yet it's going to come from the attorney right and go into the portal now i have a couple clients whose staff work on the subscription agreement and their subscription agreement i mean use the term anal okay it's very anal about you know down to if you send us a check in an ach way that's where the your distributions are going the distribution have to go back to exactly where the money came from and we need to dull this and we're going to charge you 50 if you do an ira account and all this that's pretty much pre-loaded they use ims it's pretty much pre-loaded in the ims world but it changes all the time so it doesn't help we have to get it standard and they want the subscription agreement first they're always on the subscription agreement let's get it uploaded and let's get it ready to go i will tell you that i think that there are some website out websites out there that say they will give you a ppm some websites say they'll give you a ppm and what it turns out to be it turns out to be a slide deck and it's very very standardized and it really doesn't tell you much about the deal right i don't know i would still want it created by an attorney or like yourself uh there's no doubt about it uh a lot of those places you know a lot of those places still have you go to go to an attorney to get the operating agreement yeah so where it is but what i think the future is going to change i think all this is going to change i think mechanically i mean so example i have a guy who a client who's done i've done 119 offerings with him okay you can't tell me some of those things aren't standardized right right so so it's pretty easy in fact i i helped him recruit an in-house attorney who does everything all i have to do is review it for the broker-dealer community in the sec and say okay this is fine but it's taken us about five years to get there yeah all right whitney all right gene well i'm grateful for your time i know as a listener i appreciate you hanging in there i know we went a lot longer today but i think it's so worthwhile i'm thankful that gene could just take time and go through this document because like i said whether you're the operator or whether you're the limited partner you need to understand so much about this document and thanks again gene for your time tell the listeners again how they can get in touch with you and i just want to say too gene is a very very loyal a sponsor of the show and i'm just grateful for him and and uh you know sponsoring the show as well and it's just a great fit uh because he is such a name in this industry and has done such an amazing job but gene tell the listeners how they can get in touch with you thanks for those kind words uh the website is trowbridgelawgroup.com and my email address is jean g-e-n-e at trowbridgelawgroup.com just send me an email i use my emails like i do a telephone if it's something that i think deserves a call i'll give you a call back thanks whitney thank you for listening to the real estate syndication show brought to you by 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