AGREEMENT TO SUBSCRIBE; PAYMENT Clause Samples

AGREEMENT TO SUBSCRIBE; PAYMENT. Each Investor, severally and not jointly, hereby offers to subscribe for the number of shares of Common Stock set forth next to such Investor's name on Schedule 1 hereto (the "Shares"). The Shares will be sold to each Investor at a price of $23.00 per share, for a total purchase price (the "Purchase Price") set forth next to such Investor's name on Schedule 1 hereto. The Company and each Investor understand that the closing of the purchase and sale of the Shares as to each Investor is scheduled to occur at 2:00 p.m., Dallas time, on April 4, 2000, or on such other date as the parties agree, but in no event later than 5:00 p.m., Dallas time, on April 17, 2000 (the "Closing Date"). Payment of the Purchase Price of each Investor shall be made by wire transfer of immediately available funds to the account (the "Escrow Account") at Chase Bank of Texas, National Association (the "Escrow Agent") established pursuant to the terms of the Escrow Agreement, dated on or about April 4, 2000, by and between the Company and the Escrow Agent. Funds deposited to the Escrow Account may be released to the Company from the Escrow Account when such account accrues funds of at least $40 million. Regardless of the amount deposited by Investors into the Escrow Account, the Company agrees not to withdraw funds from the Escrow Account until each of Jeff ▇▇▇▇▇▇, ▇▇m ▇▇▇▇▇▇▇▇, ▇▇n ▇▇▇▇▇▇ ▇▇▇ Chad ▇▇▇▇▇ ▇▇▇e executed employment agreements with the Company. After such release of funds, payment of the Purchase Price may be made to the Company by wire transfer of immediately available funds to an account determined by the Company and any Investor paying its Purchase Price at such time. In the event that the Escrow Account does not accrue funds of at least $40 million as of 5:00 p.m., Dallas time, on April 17, 2000, the Purchase Price for the Shares previously remitted by Investors, together with interest thereon at a rate of eight percent (8%) annually, shall be refunded to the Investors no later than April 25, 2000. The Investors acknowledge that the offer and sale of the Shares hereunder is being made pursuant to a private placement of up to 5,000,000 Shares (the "Placement"). The Company represents that each Investor party hereto that is paying a Purchase Price of less than $25 million shall participate in the Placement under terms and conditions as favorable as the terms and conditions of each other Investor participating in the Placement that is paying a Purchase Price of more than ...