exhibit4_1toamend2.htm


    EXHIBIT
4.1

    


    SUBSCRIPTION
AGREEMENT AND POWER OF ATTORNEY

    


    REDWOOD
MORTGAGE INVESTORS IX, LLC

    A
DELAWARE LIMITED LIABILITY COMPANY

    


    The
undersigned hereby applies to purchase units in REDWOOD MORTGAGE
INVESTORS IX, LLC (the “company”) in accordance with the terms and
conditions of the limited liability company operating agreement attached as
Exhibit A to the prospectus dated _______________.

    


    1.           Representations and
Warranties.  The undersigned represents and warrants to the
company and its managers as follows:

    


    (a)           I
have received the prospectus dated_____________, and I accept and agree to be
bound by the terms and conditions of the organizational documents of the
company.

    


    (b)           I
am aware that this subscription may be rejected in whole or in part by the
managers in their sole and absolute discretion; that my investment, if accepted,
is subject to certain risks described in part in “RISK FACTORS” set forth in the
prospectus; and that there will be no public market for units, and accordingly,
it may not be possible for me to readily liquidate my investment in the
company.

    


     (c)           I
understand that units may not be sold or otherwise disposed of without the prior
written consent of the managers, which consent may be granted or withheld in
their sole discretion, that any transfer is subject to numerous other
restrictions described in the prospectus and in the limited liability company
operating agreement, and that if I am a resident of California or if the
transfer occurs in California, any such transfer is also subject to the prior
written consent of the California Commissioner of Corporations.  I
have liquid assets sufficient to assure myself that such purchase will cause me
no undue financial difficulties and 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. 

    


    (d)           I
am of the age of majority (as established in the state in which I am domiciled)
if I am an individual, and in any event, I have full power, capacity, and
authority to enter into a contractual relationship with the
company.  If acting in a representative or fiduciary capacity for a
corporation, partnership or trust, or as a custodian or agent for any person or
entity, I have full power or authority to enter into this subscription agreement
in such capacity and on behalf of such corporation, partnership, trust, person
or entity.

    


    (e)           I
am buying the units solely for my own account, or for the account of a member or
members of my immediate family or in a fiduciary capacity for the account of
another person or entity and not as an agent for another.

    


    (f)           I
acknowledge and agree that counsel representing the company, the managers and
their affiliates does not represent me and shall not be deemed under the
applicable codes of professional responsibility to have represented or to be
representing me or any of the members in any respect.

    


    (g)           If
I am buying the units in a fiduciary capacity or as a custodian for the account
of another person or entity, I have been directed by that person or entity to
purchase the unit(s), and such person or entity is aware of my purchase of units
on their behalf, and consents thereto and is aware of the merits and risks
involved in the investment in the company.

    


    BY
MAKING THESE REPRESENTATIONS, THE SUBSCRIBER HAS NOT WAIVED ANY RIGHT OF ACTION
AVAILABLE UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS INCLUDING BUT NOT
LIMITED TO THE SECURITIES ACT OF 1933.

    


    2.           Power of
Attorney.  The undersigned hereby irrevocably constitutes and
appoints the managers, and each of them, either one acting alone, as his true
and lawful attorney-in-fact, with full power and authority for him, and in his
name, place and stead, to execute, acknowledge, publish and file:

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (a)           The
limited liability operating agreement and any amendments thereto or
cancellations thereof required under the laws of the State of
Delaware;

    


    (b)           Any
other 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 or incapacity of the
undersigned or, if the undersigned is a corporation, partnership, trust or
association, the dissolution or termination thereof.  The power of
attorney shall also survive the delivery of an assignment of units by a member;
provided, that where the assignee thereof has been approved by the managers 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
managers 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 managers within
thirty (30) days of its receipt by the company.  The managers also
reserve the right to revoke its acceptance within such thirty (30) day
period.  Upon acceptance, this subscription will become irrevocable,
and will obligate the undersigned to purchase the number of units specified
herein, for the purchase price of $1 per unit.  The managers 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 per unit,
payable in cash concurrently with delivery of this subscription
agreement.  I understand that my subscription funds will be held by
the managers until my funds are needed by the company to fund a mortgage
investment or for other proper company purposes, and only then will I actually
be admitted to the company.  In the interim, my subscription funds
will earn interest at passbook savings accounts rates.  Such interest
will be returned to me after I am admitted to the company.

    


    5.           THE
UNDERSIGNED AGREES TO INDEMNIFY AND HOLD REDWOOD MORTGAGE INVESTORS IX, LLC, A
DELAWARE LIMITED LIABILITY COMPANY, AND ITS MANAGERS AND OTHER 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.

    


    6.           Signature. The undersigned
represents that: (a) I have read the foregoing and that all the information
provided by me is accurate and complete; and (b) I will notify the managers
immediately of any material adverse change in any of the information set forth
herein which occurs prior to the acceptance of my subscription.

    


    Type
of Ownership: (check one)

    


    
      	 
      	
              [  ]

            	
              INDIVIDUAL

            	
              *

            	
              [  ]

            	
              IRA (Investor and
      Custodian must sign)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              [  ]

            	
              TRUST   (Trustee
      signature required)

            	
              *

            	
              [  ]

            	
              ROTH IRA (Investor and
      Custodian must sign)

            
	 
      	 
      	
              (Title page,
      Successor Trustee page and signature

            	 
      	 
      	 
      
	 
      	 
      	
              pages
      of the Trust Agreement MUST be enclosed)

            	
              *

            	
              [  ]

            	
              SEP/IRA (Investor and
      Custodian must sign)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              *

            	
              [  ]

            	
              JOINT
      TENANTS WITH RIGHTS

            	 
      	
              [  ]

            	
              PENSION PLAN (Trustee
      signature required)

            
	 
      	 
      	
              OF SURVIVORSHIP (All
      parties must sign)

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              *

            	
              [  ]

            	
              COMMUNITY
      PROPERTY

            	 
      	
              [  ]

            	
              PROFIT SHARING PLAN
      (Trustee signature required)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              *

            	
              [  ]

            	
              TENANTS IN COMMON (All
      parties must sign)

            	 
      	
              [  ]

            	
              401(k) (Trustee
      signature required)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              [  ]

            	
              TOD
      – Transfer On Death

            	 
      	
              [  ]

            	
              OTHER  (Please
      describe)

            
	 
      	 
      	
              (must
      be titled as an Individual or as

            	 
      	 
      	 
      
	 
      	 
      	
              Joint
      Tenants only – special form required)

            	 
      	 
      	 
      


    

    *  Two
or more signatures required.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
              1.

            	
              INVESTOR
      NAME

              AND
      ADDRESS

            	
              Complete
      this section for all accounts.  If
      asset is in a qualified plan Item 2 must also be
      completed.  All checks and correspondence will go to this
      address unless another address is listed in Items 2 or 5
      below.

            
	 
      	 
      	
              [  ]
      Mr.            [  ]
      Mrs.               [  ]
      Ms.              [  ]
      Dr.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Name
      as it will appear on the account (How title should be
  held)

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Additional
      Name(s) if held in joint tenancy, community property,
      tenants-in-common)

            


    

    


    
      	 
      	 
      	 
      
	 
      	 
      	
              Street
      Address

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              City

            	
              State

            	
              Zip
      Code

            


    

    


    


    
      	 
      	 
      	
              Home
      Phone Number

            	 
      	
              Social
      Security #/Taxpayer ID#

            
	 
      	 
      	 
      	 
      	
              A
      Social Security Number or Tax ID is

            
	 
      	 
      	
              Alternate
      Phone Number

            	 
      	
              required
      for all accounts.

            
	 
      
	
              2.

            	
              CUSTODIAN
      REGISTRATION

            	
               

              Name
      of Custodian:

            	 
      
	 
      	 
      	
              Please
      print here the exact name of Custodian

            
	 
      	 
      	 
      
	 
      	 
      	
              Address

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              City

            	
              State

            	
              Zip
      Code

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Taxpayer
      ID#

            	 
      	
              Client
      Account Number

            
	 
      	 
      	 
      
	 
      	 
      	
              SIGNATURE:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              (X)

            	
              (Custodian)

            	 
      
	 
      
	
              3.

            	
              INVESTMENT

            	
              Number
      of units to be purchased

            	 
      
	 
      	
              Minimum
      initial investment

            	 
      	 
      
	 
      	
              2,000
      units ($2,000);

            	
              Amount
      of payment enclosed

            	 
      
	 
      	
              minimum
      additional

            	 
      	 
      
	 
      	
              investment
      for existing

            	 
      	 
      
	 
      	
              member
      1,000 units ($1,000).  Partial unit

            	
              Please
      make check payable to
      “California
      Bank & Trust – Escrow Holder for Redwood Mortgage Investors IX,
      LLC” until
      the company receives subscriptions for the minimum

            
	 
      	
              purchases
      are acceptable.

            	
              of
      1,000,000 units ($1,000,000).  Thereafter, checks should be made
      payable to Redwood Mortgage Investors IX, LLC.

            
	 
      	 
      	 
      
	 
      	 
      	
              Check
      one:  [  ] Initial Investment

            	 
      	
              [  ]
      Additional Investment

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              A
      completed Subscription Agreement is required for each initial and
      additional investment

            


    

    


    
      	
              4.

            	
              DISTRIBUTIONS

            	
              Please
      check one of the following.  Please note that all custodial
      account distributions not reinvested pursuant to the distribution
      reinvestment plan will be directed to the custodian listed in Item
      2.

            


    

    


    
      	 
      	
              Check
      One:      [  ] I elect to
      participate in the distribution reinvestment plan of the
      company.

            
	 
      	 
      
	 
      	
              [  ]
      I elect to have cash distributions paid to
me.

            


    

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
              5.

            	
              ALTERNATE
      ADDRESS FOR DISTRIBUTIONS

            	
              If
      cash distributions are to be sent to an address other than that listed in
      Item 1, please enter the information here.  All other
      communications will be mailed to the investor’s registered address of
      record under Item 1.  In no event will the company or its
      affiliates be responsible for any adverse consequences of direct
      deposits.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Name

            	 
      	
              Client
      Account #

            
	 
      	 
      	 
      
	 
      	 
      	
              Address

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              City

            	
              State

            	
              Zip
      Code

            
	 
      	 
      
	 
      	
              DIRECT DEPOSIT
      (Electronic Funds Transfer)

            	
              Check
      one:                   Checking:   [  ]             Savings:   [  ]

            
	 
      	 
      	 
      
	 
      	
              (Must
      attach original voided check for
      checking account deposits, deposit slip for savings account
      deposits)

            


    

    


    
      	
              6.

            	
              SIGNATURES

            	
              Please
      read and initial each of the representations below:

            
	 
      	 
      	 
      	
              Joint

            
	 
      	
              Investor

            	 
      	
              Investor

            
	
              (a)I
      have received the Prospectus for the company, and I accept and agree to be
      bound by the terms and conditions of the Prospectus

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              (b)I have a net worth (exclusive of
      home, furnishings, auto) of $70,000 and an annual gross income of at least
      $70,000 or a net worth of $250,000 (exclusive of home, furnishings,
      auto).

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              (c)I
      am purchasing the units for my own account, and I acknowledge that there
      is no public market for the units.

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              (d)I
      am not an Unacceptable Investor, as such term is defined in the Prospectus
      under “Suitability Standards – Restrictions Imposed by the USA Patriot and
      Related Acts.”

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              (e)I
      am able to withstand the loss of my investment.

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
               (f)I have been informed by the
      participating broker-dealer firm specified herein, if any, of all
      pertinent facts relating to the lack of liquidity or marketability of this
      investment. 

            	  
      	  
      	  
      
	 
      	 
      	 
      	 
      
	
               You
      do not waive any right you may have under the Securities Act of 1933, the
      Securities Exchange Act of 1934 or any state securities law by executing
      the Subscription Agreement.  A sale of units may not be
      completed until you have been in receipt of the final Prospectus (at least
      5 days). 

            
	 
      	 
      	 
      
	 
      	 
      	
              IN
      WITNESS WHEREOF, the undersigned has executed below this
      ________day

            
	 
      	 
      	 
      
	 
      	 
      	
              of
      _______________,  20_____, at                                                      (City)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Investor’s
      primary residence is in

            	
              (State)

            	 
      
	 
      	 
      	 
      
	 
      	
              (X)

            	 
      
	 
      	 
      	
              (Investor
      Signature and Title)

            
	 
      	 
      	 
      
	 
      	
              (X)

            	 
      
	 
      	 
      	
              (Investor
      Signature and Title)

            


    

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              7.

            	
              BROKER-DEALER
      INFORMATION

              (To
      be completed by selling broker-dealer)

            	
              The
      undersigned broker-dealer hereby certifies that (i) a copy of the
      prospectus, as amended and/or supplemented to date, has been delivered to
      the above investor the requisite number of days prior to the date the
      Subscription Agreement was delivered to the company; and (ii) that
      the appropriate suitability determination as set forth in the prospectus
      has been made and that the appropriate records are being
      maintained.

            
	 
      	 
      	 
      
	 
      	
              (X)

            	 
      
	 
      	 
      	
              Broker-Dealer
      Authorized Signature (Required on all Applications)

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Broker-Dealer
      Name:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Street
      Address:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              City,
      State, Zip Code:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Registered
      Representative

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Name
      (Last, First):

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Street
      Address:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              City,
      State, Zip Code

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Phone
      No.:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	
              The
      registered representative, by signing below, certifies that he has
      reasonable grounds to believe, on the basis of information obtained from
      the investor concerning his investment objectives, other investments,
      financial situation and needs and any other information known by the
      selling broker-dealer, that investment in the units is suitable for the
      investor and that suitability records are being maintained; and that he
      has informed the investor of all pertinent facts relating to the liquidity
      and marketability of the units.

            
	 
      	 
      	 
      
	 
      	 
      	
              Registered
      Representative’s Signature:

            
	 
      	 
      	 
      
	 
      	
              (X)

            	 
      
	 
      	 
      	 
      


    

    


    


    


    
      	
               

              [  ]  Registered
      Investment Advisor (RIA) and Wrap Fee Representation.  Please
      check the box if this investment is made through an RIA charging no
      commission on this sale or otherwise is made pursuant to a wrap fee or
      other asset fee arrangement with the member listed below and as a result
      no commission shall be paid to the participating RIA or
      broker-dealer.

               

              (If
      an owner or principal or any member of the RIA firm is a FINRA licensed
      registered representative affiliated with a broker-dealer, the transaction
      should be conducted through that broker-dealer for administrative
      purposes, not through the RIA.)

               

            


    

    


    


    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    REGISTERED
INVESTMENT ADVISOR INFORMATION

    


    (The
following section is for use with investments made through an RIA charging no
commission or otherwise made pursuant to a wrap fee or other asset fee
arrangement with the Investor listed above)

    


    Broker-Dealer
Affiliated?                                                      [  ]YES                        [  ]NO       Broker-Dealer
Name  ____________________________________

    


    Are you a
registered investment advisor ("RIA") under applicable state or federal
law?  [  ]YES[  ]NO

    


    The
advisor certifies (i) that if the advisor is affiliated with an FINRA firm, that
all fees received by him in connection with this transaction will be run through
the books and records of the FINRA member firm in compliance with Notice to
Members 96-33 and Rules 3030 and 3040 of the NASD Conduct Rules;  (ii)
that if the member has elected to pay client fees from earnings, the advisor
hereby represents and warrants that he is a registered investment advisor under
applicable federal and/or state securities laws; (iii) that, if applicable, the
advisor understands and acknowledges that neither  the company or the
managers shall have any liability to him with respect to any client fees paid
from members' earnings under the authorization agreement and that the managers
and the company in no way guarantee that there will be sufficient cash for
distribution to members and, thus in the case of a signed authorization
agreement, sufficient cash for the member to pay the client fees from earnings;
and (iv) that, in any dispute between the advisor and the investor regarding
payment of client fees, the company and the managers will respect the wishes of
the member and that the managers and the company will have no liability to the
advisor as a result thereof.

    


    Please
check applicable box.

    [  ]  Yes, client fees
paid.                                                      If
client fees are to be paid, the AUTHORIZATION TO MAKE PAYMENTS OF CLIENT FEES
must be completed and signed by the member and the advisor.

    


    [  ]  No client fees paid from earnings or
distributions

    


    
      	
              REDWOOD
      MORTGAGE INVESTORS IX, LLC

            
	
              AUTHORIZATION
      TO MAKE PAYMENTS OF CLIENT FEES

            
	
              FOR
      MEMBERS WHO UTILIZE THE SERVICES OF REGISTERED INVESTMENT
      ADVISORS

            


    

    


    By
signing this authorization  the undersigned hereby authorizes and
directs the company to pay to the person or entity set forth below as the payee
an estimated annual amount equal to _____% (not more than 2% annually) of the
undersigned’s capital account (“client fees”). All client fees payable will be
calculated on a monthly basis based upon the capital account balance of the
member at the end of the month, and such client fees shall be paid to the
advisor on a monthly basis.  The capital accounts of the members who
elect to pay client fees through the company will be less than the capital
accounts of members who do not pay client fees or who do not pay client fees
through the company.

    


    The
undersigned acknowledges and agrees that neither the company nor the managers
shall have any liability for disbursements made pursuant to this
authorization.  The undersigned acknowledges that all periodic cash
distributions by the company are non-cumulative.  Further, the
undersigned acknowledges that the managers are in no way guaranteeing that there
will be sufficient cash flow for periodic cash distributions or that such
distributions will be sufficient to make the payments authorized by this
agreement.  In the event of insufficient earnings, the company and the
managers shall have no liability to the undersigned or the payee.  The
undersigned further acknowledges and agrees that the company is authorized to
comply with this request unless and until this authorization is expressly
revoked in writing and terminated by the undersigned member.

    


    
      	
              PAYEE (ADVISOR) 1

            	 
      	
              MEMBER

            
	 
      	 
      	 
      
	
              Name
      of Payee - Please Print

            	 
      	
              Name
      of Member - Please Print

            
	 
      	 
      	 
      
	
              Authorized
      Signature of Payee

            	 
      	
              Signature
      of Member

            
	 
      	 
      	 
      
	
              Firm
      Name

            	 
      	
              Signature
      of Joint Owner (if applicable)

            


    

    


    

      

    

     

      1If the
advisor is affiliated with a FINRA broker-dealer firm, all fees received by him
in connection with this transaction will be run through the books and records of
the FINRA member in compliance with Notice to Members 96-33 and Rules 3030 and
3040 of the NASD Conduct Rules

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    
      	
              (Office
      Use Only)

            
	 
      
	
              8.

            	
              ACCEPTANCE

            	
              This
      subscription accepted

            
	 
      	
              This
      subscription will not

            	 
      
	 
      	
              be
      an effective agreement

            	
              REDWOOD
      MORTGAGE INVESTORS IX, LLC,

            
	 
      	
              until
      it or a facsimile is

            	
              A
      Delaware Limited Liability Company

            
	 
      	
              signed
      by a manager of

            	
              900
      Veterans Blvd., Suite 500

            
	 
      	
              Redwood
      Mortgage

            	
              Redwood
      City CA  94063

            
	 
      	
              Investors
      IX, LLC, a

            	
              (650)
      365-5341

            
	 
      	
              Delaware
      Limited Liability Company

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    
      	 
      	
              Investor
      #:

            	 
      	
              Date
      Entered:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Check
      Amount:

            	
              $

            	
              Check
      Date:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Check
      Number:

            	 
      	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    SPECIAL
NOTICE FOR CALIFORNIA RESIDENTS ONLY

    COMMISSIONER’S RULE
260.141.11

    260.141.11 RESTRICTION ON
TRANSFER

    


    
      	
              (a)

            	
              The
      issuer of any security upon which a restriction on transfer has been
      imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 shall
      cause a copy of this section to be delivered to each issuee or transferee
      of such security.

            


    

    


    
      	
              (b)

            	
              It
      is unlawful for the holder of any such security to consummate a sale or
      transfer of such security, or any interest therein, without the prior
      written consent of the Commissioner (until this condition is removed
      pursuant to Section 260.141.12 of these rules),
    except:

            


    

    


    
      	
              (1)

            	
              to
      the issuer;

            


    

    


    
      	
              (2)

            	
              pursuant
      to the order or process of any
court;

            


    

    


    
      	
              (3)

            	
              to
      any person described in Subdivision (i) of Section 25102 of the
      Code or Section 260.105.14 of these
rules;

            


    

    


    
      	
              (4)

            	
              to
      the transferor’s ancestors, descendants or spouse or any custodian or
      trustee for the account of the transferor or the transferor’s ancestors,
      descendants or spouse; or to a transferee by a trustee or custodian for
      the account of the transferee or the transferee’s ancestors, descendants
      or spouse;

            


    

    


    
      	
              (5)

            	
              to
      the holders of securities of the same class of the same
      issuer;

            


    

    


    
      	
              (6)

            	
              by
      way of gift or donation inter vivos or on
death;

            


    

    


    
      	
              (7)

            	
              by
      or through a broker-dealer licensed under the Code (either acting as such
      or as a finder) to a resident of a foreign state, territory or country who
      is neither domiciled in this state to the knowledge of the broker-dealer,
      nor actually present in this state if the sale of such securities is not
      in violation of any securities law of the foreign state, territory or
      country concerned;

            


    

    


    
      	
              (8)

            	
              to
      a broker-dealer licensed under the Code in a principal transaction, or as
      an underwriter or member of an underwriting syndicate or
      group;

            


    

    


    
      	
              (9)

            	
              if
      the interest sold or transferred is a pledge or other lien given by the
      purchaser to the seller upon a sale of the security for which the
      Commissioner’s written consent is obtained or under this rule is not
      required;

            


    

    


    
      	
              (10)

            	
              by
      way of a sale qualified under Sections 25111, 25112, or 25113, or
      25121 of the Code, of the securities to be transferred, provided that no
      order under Section 25140 or Subdivision (a) of
      Section 25143 is in effect with respect to such
      qualification;

            


    

    


    
      	
              (11)

            	
              by
      a corporation to a wholly owned subsidiary of such corporation, or by a
      wholly owned subsidiary of a corporation to such
    corporation;

            


    

    


    
      	
              (12)

            	
              by
      way of an exchange qualified under Section 25111, 25112, or 25113 of
      the Code, provided that no order under Section 25140 or Subdivision
      (a) of Section 25148 is in effect with respect to such
      qualification;

            


    

    


    
      	
              (13)

            	
              between
      residents of foreign states, territories or countries who are neither
      domiciled nor actually present in this
state;

            


    

    


    
      	
              (14)

            	
              to
      the State Controller pursuant to the Unclaimed Property Law or to the
      administrator of the unclaimed property law of another state;
      or

            


    

    


    
      	
              (15)

            	
              by
      the State Controller pursuant to the Unclaimed Property Law or to the
      administrator of the unclaimed property law of another state, if, in
      either such case, such person (i) discloses to potential purchasers
      at the sale that transfer of the securities is restricted under this rule,
      (ii) delivers to each purchaser a copy of this rule, and
      (iii) advises the Commissioner of the name of each
      purchaser;

            


    

    


    
      	
              (16)

            	
              by
      a trustee to a successor trustee when such transfer does not involve a
      change in the beneficial ownership of the securities, provided that any
      such transfer is on the condition that any certificate evidencing the
      security issued to such transferee shall contain the legend required by
      this section.

            


    

    


    
      	
              (c)

            	
              The
      certificates representing all such securities subject to such a
      restriction on transfer, whether upon initial issuance or upon any
      transfer thereof, shall bear on their face a legend, prominently stamped
      or printed thereon in capital letters of not less than 10-point size,
      reading as follows:

            


    

    


    “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 IN THE COMMISSIONER’S RULES.”

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Instructions
for completing Subscription Agreement

    Redwood
Mortgage Investors IX, LLC

    


    Please
follow these instructions and complete each section carefully, as failure to do
may result in rejection of your Subscription Agreement.

    


    Type
of Ownership

    


    Check the
appropriate box to indicate what type of investment you are
making.  Note under each classification any additional signatures or
documents that may be required.  If the investment type you are making
is not listed, enter it in the section titled OTHER.

    


    Item
1. Investor Name and Address

    


    Enter the
full name of the Investor.  For Trust Accounts and non-custodial
qualified plans enter the name of the Trustee(s) on the first line and the Trust
or plan name on the second line.  On Custodial Accounts this section
needs to be completed for the Benefit Plan Investor; Custodial information is
entered in Item 2.

    


    Enter the
Investor’s mailing address, phone and Social Security Number or Tax ID
Number.  If the investment is made in more than one name, only one Tax
ID Number will be used and should be that of the first person
listed.

    


    Item
2. Custodian Registration

    


    Custodian
should complete this section, entering all pertinent information and signing
accordingly.

    


    Item
3. Investment

    


    Enter the
number of units purchased and the dollar amount of the investment.

    


    Mark
whether the investment is an initial or additional investment.

    


    Item
4. Distributions

    


    Check the
appropriate box to indicate whether the investor elects to participate in the
distribution reinvestment plan of the company or to have earnings distributed
monthly.

    


    Each
member who elects to have distributions reinvested agrees to notify the company
and the broker-dealer named in the Subscription Agreement in writing if at any
time he or she fails to meet the applicable suitability standards or he or she
is unable to make any other representations and warranties as set forth in the
prospectus or Subscription Agreement.

    


    Item
5. Special Address for Distributions

    


    If
distributions are to be sent to an address other than that provided in Item 1,
provide the name, address and account number.

    


    If
distributions are to be made to a checking or savings account via electronic
funds transfer, check the appropriate box and attach an original voided check
for checking accounts or an original deposit slip for savings
accounts.

    


    Your
request for EFT deposit may be rejected if it is not accompanied by the proper
bank document as indicated above.

    


    Item
6. Signatures

    


    Initial
each representation separately.  If investment is held jointly or
severally all investors must initial the representations.

    


    Enter the
date, city and state the Subscription Agreement was signed.  If
investment is held jointly or severally all investors must sign the Subscription
Agreement.

    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Item
7. Broker-Dealer Information

    


    All
pertinent broker-dealer and registered representative information must be
completed.

    


    Subscription
Agreement must have both the Registered Representative and broker-dealer
signatures present on the Subscription Agreement.  Please note that if
the Registered Representative is authorized to sign on the behalf of the
broker-dealer they may sign in both areas.

    


    The
Subscription Agreement may be rejected if this section is not fully completed
and both sections are not signed.

    


    Only an
original, completed copy of the Subscription Agreement can be
accepted.  Photocopied or otherwise duplicated Subscription Agreements
can not be accepted by the company

    


    Item
8. Acceptance

    


    Item 8 is
for Redwood Mortgage Investors office use only

    


    Forward
the completed and signed original Subscription Agreement along with your payment
to the following address.  Wiring instructions are
available.  Please contact Investor Services for current wiring
instructions.

    


    


    
      	
              Mailing
      Address

              Redwood
      Mortgage Investors IX, LLC

              P.O.
      Box 5096

              Redwood
      City, CA 94063

            	 
      	
              Overnight
      Address

              Redwood
      Mortgage Investors IX, LLC

              900
      Veterans Blvd, Suite 500

              Redwood
      City, CA 94063

            


    

    


    


    If
you have any questions or require additional assistance in completing the
Subscription Agreement, please contact Investor Services at (800) 659-6593,
option 1

    


    


    



    
      
         


      

      
        10