Exhibit 4.1


FORM OF SUBSCRIPTION AGREEMENT


 


CMR
Mortgage Fund II


 


	
   

  	
   

  	
  Name:
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  	
  ,
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Leave Date Blank)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  CMR Investor No.
  

  	
   

  	
   

  



 


THE MEMBERSHIP INTEREST
UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”).  SUCH
INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED TO ANY PERSON AT ANY TIME IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH UNITS UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE MANAGER OF THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED.  IN ADDITION, IN NO
EVENT MAY UNITS BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
TO ANY PERSON WHO IS NOT A RESIDENT OF CALIFORNIA FOR A PERIOD OF NINE MONTHS
FROM THE DATE OF THE LAST SALE THEREOF BY THE COMPANY.


IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN OR TO
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED BY THE
COMMISSIONER’S RULES.


SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY


CMR MORTGAGE FUND II, LLC


The undersigned hereby
applies to become a member in CMR Mortgage Fund II, LLC, a California limited
liability company having its principal place of business at 62 First Street, 4th
Floor, San Francisco, California  94105
(the “Company”), and subscribes to purchase the number of Units herein
indicated in accordance with the terms and conditions of the Company’s Offering
Circular dated December 15, 2006 as supplemented from time to time (the “Offering
Circular”), and the Operating Agreement attached thereto as Exhibit A (the “Operating
Agreement”).


1.             REPRESENTATIONS AND
WARRANTIES.  The undersigned represents
and warrants as follows:


(a)           I have received,
read and fully understood the current Offering Circular for the offer and sale
of Units by the Company, and in making this investment I am relying only on the
information provided in the Offering Circular. 
I have not relied on any statements or representations inconsistent with
those contained in the Offering Circular.


(b)           I understand that
the Units are being offered and sold without registration under the Securities
Act of 1933, as amended in reliance upon the exemption from such registration
requirements for intrastate offerings.  I
acknowledge and understand that the availability of this


 


 

















 


exemption
depends in part upon the accuracy of the representations and warranties
contained herein, which I hereby make with the intent that they may be relied
upon by the Manager.  I understand that
the Company has obtained a permit from the California Department of
Corporations to offer and sell the Units in California but has not registered
or qualified the Units for offer or sale under the securities laws of any other
state.  This Subscription Agreement is
made pursuant to, and is subject to, the terms and conditions of the
qualification approved by the California Commissioner of Corporations for the
Company.


(c)           My principal residence is in the
State of California or I am a non-U.S. citizen residing in a foreign
nation.  Except as hereafter provided, if
I am acting as the trustee of a trust or on behalf of any other business
entity, both the principal office and the principal place of business of such
trust or other entity are located in the State of California or in a foreign
nation.  If I am acting as the trustee or
custodian of a Keogh plan, Individual Retirement Account or other retirement plan
and I am not a resident of California, then all of the following requirements
are satisfied:  (i) all participants or
beneficiaries of such retirement plan have their principal residence in
California; (ii) all investment decisions regarding such plan are made by such
resident participants and/or beneficiaries; and (iii) I perform only
ministerial functions with respect to the investment of plan assets, with no
independent authority or discretion to make investment decisions.


(d)           I understand that Units may not be
sold or otherwise disposed of without the prior written consent of the Manager,
which consent may be granted or withheld in its sole discretion, and that any
such transfer is also subject to the prior written consent of the California
Commissioner of Corporations and to numerous other restrictions described in
the Offering Circular and in the Operating Agreement.  I have liquid assets sufficient to assure
myself (i) that investment in these Units will not cause me undue financial
difficulties and (ii) that I can provide for my current needs and possible
personal contingencies or, if I am the trustee of a retirement trust, that the
limited liquidity of the Units will not cause difficulty in meeting the trust’s
obligations to make distributions to plan participants in a timely manner.


(e)           I understand that an investment in
the Units involves certain risks.


(f)            I am 18 years of age or older.


(g)           By virtue of my own investment acumen
and experience or financial advice from my independent advisors (other than a
person receiving commissions by reason of my purchase of Units), I am capable
of evaluating the risks and merits of an investment in the Units.


(h)           I am purchasing the Units solely for
my own account, and not with a view to or for a sale in connection with any
distribution of the Units.


2.             POWER OF
ATTORNEY.  The undersigned hereby
irrevocably constitutes and appoints the Manager as his, her or its true and
lawful attorney-in-fact, with full power of substitution and with full power
and authority for him, her or it and in his, her or its name, place and stead,
to execute, acknowledge, publish and file:


(a)           The Operating
Agreement, the Articles of Organization of the Company and any amendments
thereto or cancellations thereof required under the laws of the State of
California;


 


 


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(b)           Any other
certificates, instruments and documents as may be required by, or may be
appropriate under, the laws of any state or other jurisdiction in which the
Company is doing or intends to do business; and


(c)           Any documents which
may be required to effect the continuation of the Company, the admission of an
additional or substituted Member, or the dissolution and termination of the
Company.


The power of attorney
granted above is a special power of attorney coupled with an interest, is
irrevocable, and shall survive the death of a Member or the delivery of an
assignment of Units by a Member; provided, that where the assignee thereof has
been approved by the Manager for admission to the Company as a substituted
Member, such power of attorney shall survive the delivery of such assignment
for the sole purpose of enabling the Manager to execute, acknowledge, file and
record any instrument necessary to effect such substitution.


3.             ACCEPTANCE.  This Subscription Agreement will be accepted
or rejected by the Manager within thirty (30) days of its receipt by the
Company.  Upon acceptance, this
subscription will become irrevocable, and will obligate the undersigned to
purchase the number of Units indicated below, for the purchase price of $1,000
per Unit.  The Manager will return a
countersigned copy of this Subscription Agreement to accepted subscribers,
which copy (together with my canceled check) will be evidence of my purchase of
Units.


4.             PAYMENT OF SUBSCRIPTION PRICE.  The full purchase price for units is $1,000
per Unit and is payable in cash concurrently with delivery of this Subscription
Agreement.  I understand that my
subscription funds will not earn interest for my account and will be held by
the Manager which may earn interest for the account of the Company in a
segregated subscription account at a financial institution selected by the
Manager, until my funds are needed by the Company to fund a mortgage loan, and
only then will I actually be admitted to the Company.  In the interim, my subscription funds will
not earn interest in the subscription account.


5.             ACKNOWLEDGMENT.  I understand the meaning and legal
consequences of the representations and warranties I have made herein, and that
the Manager is relying on such representations and warranties in making a
determination whether to accept or reject this subscription.


 


PLEASE
READ THE FOLLOWING PARAGRAPHS CAREFULLY AND

INITIAL WHERE INDICATED AFTER HAVING DONE SO


The undersigned agrees to indemnify and hold CMR
Mortgage Fund II, LLC and its Manager, Members and their respective affiliates,
agents and employees harmless from and against any and all claims, demands,
liabilities, and damages (including, without limitation, all attorneys’ fees
which shall be paid as incurred) which any of them may incur, in any manner or
to any person, by reason of the falsity, incompleteness or misrepresentation of
any information furnished by the undersigned herein or in any document submitted
herewith.  The effect of the foregoing is that the undersigned will be financially
responsible for all losses, damages, expenses and liabilities incurred by the
Company, its Manager and their related parties as a result of a breach of any
of the representations and warranties made by the undersigned.


 


 


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THE UNDERSIGNED HAS READ CAREFULLY AND UNDERSTANDS
THE FOREGOING INDEMNIFICATION PROVISION AND ITS EFFECT.


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (INITIAL)

  	
   

  	
  (INITIAL)

  



 


 


 


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6.             INVESTOR
INFORMATION.


	
  As custodian for

  	
   

  	
   

  
	
   

  	
   

  	
  (If Applicable)

  
	
   

  	
   

  	
   

  
	
  As trustee of 

  	
   

  	
   

  
	
   

  	
   

  	
  (If Applicable)

  



 


	
   

  	
   

  	
  Investor or Beneficial Owner:
  

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  of Trust (if any): 

  	
   

  	
   

  



 


	
   

  	
   

  	
  Address:
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Telephone 

  	
  (Home)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Work)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (FAX)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social Security or Taxpayer I.D. No.: 

  	
   

  	
   

  	
   

  	
   

  



 


Please indicate
which of the following is accurate:


(a)           My net worth is as follows (check
which is applicable)


	
   

  	
  o

  	
   

  	
  (i)            I have a net worth (exclusive of
  home, furnishings and automobiles) of $250,000 plus an annual gross income of
  $65,000; or

  
	
   

  	
  o

  	
   

  	
  (ii)           I have a net worth (exclusive of my
  home, furnishings and automobiles) of $500,000; or

  
	
   

  	
  o

  	
   

  	
  (iii)          I am a trustee or other fiduciary of
  a fiduciary account such as a pension or profit-sharing plan, Individual
  Retirement Account, or 401(k) plan (an “ERISA Plan”), and the suitability
  standards of (i) or (ii) above are met either by the ERISA Plan itself
  or by the plan participant who directly or indirectly supplies the
  funds for investment by such ERISA Plan.

  
	
   

  	
  o

  	
   

  	
  (iv)          I am investing on behalf of a
  fiduciary account other than an ERISA Plan (such as a family trust or a
  custodial account for the benefit of a minor), and the suitability standards
  of (i) or (ii) above are met by either: (i) all beneficiaries of the
  account; or (ii) the trustee or custodian if that person is the donor
  of the funds for investment; or (iii) the donor of the funds for
  investment if the only beneficiaries of the fiduciary account are the donor’s
  ancestors, descendants or spouse.

  



 


(b)           The amount of my investment in Units
as set forth in this Agreement (check whichever is applicable):


	
   

  	
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  (i)            does not exceed ten percent (10%)
  of my net worth (exclusive of my home, furnishings and automobile); or

  
	
   

  	
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  (ii)           if I am a trustee or fiduciary of
  an ERISA Plan, the amount of the investment in Units does not exceed ten
  percent (10%) of the net worth of such ERISA Plan itself or of the plan
  participant who directly or indirectly supplies the funds for investment to
  such ERISA Plan.

  
	
   

  	
  o

  	
   

  	
  (iii)          If I am investing on behalf of a
  fiduciary account other than an ERISA Plan (such as a family trust or a
  custodial account for the benefit of a minor), the amount of the investment
  in Units does not exceed ten percent (10%) of the net worth of any of the
  following: (i) all beneficiaries of the account; (ii) the trustee or
  custodian if that person is the donor of the funds for investment; or (iii)
  the donor of the funds for investment if the only beneficiaries of the
  fiduciary account are the donor’s ancestors, descendants or spouse.

  



 


 


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Total Purchase Price ($1,000 per
Unit; $5,000 minimum; $2,000 IRA minimum): $ _____________


Number of Units to be Purchased ($$$ divided by 1,000):            _____________


[May be fractional.   $35,124.41
would be 35.12441 shares]


Monthly Income to be*:     COMPOUNDED
________  or DISTRIBUTED _______   *  
(An election to receive cash distributions may later be changed to an
election to compound only if there is then in effect a permit issued by the
California Commissioner of Corporations qualifying the offering.  In addition, the Manager reserves the right
to make cash distributions to previously compounding investors as described in
the Offering Circular.)


 


Make check payable to “CMR Mortgage Fund II, LLC” and
return with this Subscription Agreement to 62 First Street, Fourth Floor — San
Francisco, CA  94105


IN WITNESS WHEREOF, the
undersigned hereby agrees to become a Member in CMR Mortgage Fund II, LLC upon
the terms and conditions set forth in the Operating Agreement.  


 


Dated:                                    , 2006


 


	
   

  	
   

  	
   

  
	
  Signature
  of Investor or Beneficial Owner

  	
   

  	
  Signature
  of Trustee, if any

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Investor Spouse

  (if named in section 6)

  	
   

  	
   

  



 


[IF IRA OR ERISA PLAN, THEN BOTH TRUSTEE AND BENEFICIAL
OWNER(S) MUST SIGN.]


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Custodian, if applicable

  	
   

  	
   

  



 


As Custodian for
___________________ Under the California Uniform Transfers to Minors Act


 


 


ACCEPTANCE


The foregoing Subscription Agreement is hereby accepted by CMR Mortgage
Fund II, LLC.


 


 


	
  Dated: _________, 2006

  	
  CMR MORTGAGE FUND II, LLC,

  a California limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  California Mortgage and Realty Inc., Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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