EXHIBIT 10.20
SUBSCRIPTION DOCUMENT B [POOL 2 - CURRENT MEMBERS]
DAKOTA GROWERS PASTA COMPANY
A NORTH DAKOTA COOPERATIVE ASSOCIATION
SUBSCRIPTION AGREEMENT
NAME AND ADDRESS OF SUBSCRIBER NUMBER OF SHARES OF EQUITY STOCK THE
SUBSCRIBER DESIRES TO PURCHASE IN POOL 2:
PLEASE COMPLETE AND MAIL OR DAKOTA GROWERS PASTA COMPANY
DELIVER WITH PAYMENT TO: XXX XXXXX XXXXXX, X.X. XXX 00
XXXXXXXXXX, XX 00000-0000
In the event that all shares of Equity Stock offered in Pool 1 are not sold,
the undersigned hereby subscribes for and agrees to purchase that number of
Equity Shares of Dakota Growers Pasta Company (the "Company") listed above, at a
price of $7.50 per Share.
The undersigned understands that the full number of Equity Shares requested
will be available only if the shares available for purchase in Pool 2 of the
Company's stock offering are sufficient to satisfy the requests of all
subscribers. In the event that the number of Equity Shares requested by
subscribers in Pool 2 exceeds the number of Equity Shares available in Pool 2,
then the Company will allocate the Pool 2 shares on a pro rata basis based on
the number of shares of Equity Stock requested by each subscribing member.
Please review the "Plan of Distribution" section of the Prospectus dated
November , 1998 for a full description of the distribution process.
With the return of this completed Subscription Agreement, the undersigned
must make full payment for the number of Equity Shares desired to be purchased
in Pool 2. This completed Subscription Agreement and the accompanying payment
must be received by the Company at its corporate offices on or before 5:00 P.M.,
January 6, 1999. Subscription Agreements and accompanying payments that are
received by the Company after that date, but which are postmarked on or before
January 6, 1999, will be deemed to be timely received.
The undersigned hereby reaffirms all of the representations and declarations
as set forth in the undersigned's executed Subscription Document A (Pool 1)
submitted to the Company.
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BY EXECUTING THIS SUBSCRIPTION AGREEMENT, AND UPON ITS FULL OR PARTIAL
ACCEPTANCE BY THE COMPANY, THE UNDERSIGNED ALSO AGREES TO CONTINUE TO BE BOUND
IN ALL RESPECTS BY THE UNDERSIGNED'S PREVIOUSLY EXECUTED GROWERS AGREEMENT. SAID
GROWERS AGREEMENT IS INCORPORATED BY REFERENCE INTO THIS SUBSCRIPTION AGREEMENT
AND MADE A PART HEREOF.
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PAYMENT DUE NOW
Number of Equity Shares Requested in Pool 2
$ Amount of Payment Enclosed
Make check payable to Dakota Growers Pasta Company Escrow Account
The payment will be held in escrow with Xxxxxx Bank, N.A. until the Company
has completed the Pool 2 allocation of shares. In the event that no shares are
issued to the undersigned, the full amount of the payment to the Company
hereunder will be refunded, without interest, to the subscriber.
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The subscription has been signed by the undersigned at
____________________________, ___________________________ on ____________, 199 .
(City/Town) (State) (Month and Day)
INSTRUCTIONS: If the member consists of co-owners or joint owners, each
should sign. If the prospective member is a corporation, limited liability
company, or other legal entity, an officer should sign and give his title. If
the member is a partnership, the authorized partner should sign and give his
title.
(signature) (title)
(signature) (title)
ACCEPTANCE. The Company hereby accepts the subscription for ______ Equity
Shares as of this __ day of ____________, 1999.
DAKOTA GROWERS PASTA COMPANY
By
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Its
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2
