Common use of Agreement to Subscribe Clause in Contracts

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 75,897 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 8,103 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 81,030 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon The Subscriber hereby subscribes for and agrees to purchase, /X/ as a Class A Partner, or / / as a Class B Partner, (i) the interest in the Company (the "First Closing Partnership Interest") set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (expressed in terms of a percentage representing the Post Recoupment Percentage Interest (as defined in the Partnership Agreement [as defined below] to be owned by the Subscriber subject to the terms and subject to the conditions of this the Partnership Agreement, the Subscriber hereby agrees to purchase from the Company), and the Company hereby agrees to issue and sell such Percentage Interests to the Subscriber, on the Initial terms set forth herein, for the purchase price (the "First Closing Date (Purchase Price") equal to the dollar amount set forth as defined below) 594,076 Private Placement Units in consideration such opposite the name of the payment of Subscriber on the Purchase Price. On signature page to this Admission Agreement; and (ii) the Initial Closing Date, interest in the Company shall, at its option, deliver to (the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option"Second Closing Partnership Interest"), if any, set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (also expressed in connection with terms of a percentage representing the IPO or on such earlier time and date as may Post Recoupment Percentage Interest to be mutually agreed owned by the Subscriber subject to the terms and conditions of the Partnership Agreement), and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall hereby agrees to issue and sell the Second Closing Partnership Interest to the Subscriber, and on the terms set forth herein, for the purchase price (the "Second Closing Purchase Price") equal to the dollar amount set forth as such opposite the name of the Subscriber shall purchase from on the Company, up signature page to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”)this Admission Agreement. The Subscriber acknowledges that the First Closing Partnership Interest shall pay be subject to dilution from the Over-allotment sale of the Second Closing Partnership Interest to the Subscriber, if any, and from sales of interests in the Company to other subscribers contemporaneously with the Second Closing (as defined in Section 1(c)). (b) The First Closing Partnership Interest and the Second Closing Partnership Interest are collectively referred to in this Agreement as the "Partnership Interest." The First Closing Purchase Price and the Second Closing Purchase Price shall be payable by wire transfer of immediately available funds to the following bank account of the Company: To: SunTrust Bank, Central Florida, N A. 200 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 407-000-0000 ABA# 063100000 For Benefit of: AHN Partners, L.P. 1000 Xxxxxxxxx Xxxxxxx Xxxxx X-00X Xxxxxxx, XX 00000-0000 Account No: 0215-252-137-195 (c) The closing of the purchase and the sale of the First Closing Partnership Interest (the "First Closing") and the closing of the purchase and the sale of the Second Closing Partnership Interest (the "Second Closing," and, together with the First Closing, the "Closings") shall take place at the offices of Blumxxxxxx & Xynnx, x Professional Corporation, at 488 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxunsel for the Company, or by at such other method place as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen agreed upon by the Company, maintained the Subscriber and each of the other persons (the "Other Subscribers") whose names are set forth on Schedule A-1 to the Partnership Agreement as persons who will become Class A Partners of the Company. The First Closing shall take place on April 16, 1996, or other date or other time, as may be agreed upon by Continental Stock Transfer & Trust the Company, acting the Subscriber and each of the Other Subscribers; PROVIDED. that with respect to the Subscriber, the First Closing shall be postponed until the fulfillment of the condition referred to in (d) of this Section 1. The Second Closing shall be held on January 6, 1997, or other date or other time, as trustee may be agreed upon by the Company, the Subscriber and each of the Other Subscribers. (“Continental”)d) Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Subscriber under this Agreement shall be subject in all respects to the receipt by the Subscriber of the consent of its board of directors to the transactions contemplated hereby. The Company will use its best efforts to obtain such consent from its board of directors on or prior to May 15, 1996. If the Subscriber does not receive such consent on or prior to the Over-allotment Closing Date. On end of business on May 15, 1996, then this Agreement and the Over-allotment Closing Date, upon the payment by the Subscriber obligations of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry formparties contained herein shall terminate and be of no further force and effect.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 [●] Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 [●] additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 [●] (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon The Subscriber hereby subscribes for and agrees to purchase, [X] as a Class A Partner, or [ ] as a Class B Partner, (i) the interest in the Company (the "First Closing Partnership Interest") set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (expressed in terms of a percentage representing the Post Recoupment Percentage Interest (as defined in the Partnership Agreement [as defined below] to be owned by the Subscriber subject to the terms and subject to the conditions of this the Partnership Agreement, the Subscriber hereby agrees to purchase from the Company), and the Company hereby agrees to issue and sell such Percentage Interests to the Subscriber, on the Initial terms set forth herein, for the purchase price (the "First Closing Date (Purchase Price") equal to the dollar amount set forth as defined below) 594,076 Private Placement Units in consideration such opposite the name of the payment of Subscriber on the Purchase Price. On signature page to this Admission Agreement; and (ii) the Initial Closing Date, interest in the Company shall, at its option, deliver to (the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option"Second Closing Partnership Interest"), if any, set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (also expressed in connection with terms of a percentage representing the IPO or on such earlier time and date as may Post Recoupment Percentage Interest to be mutually agreed owned by the Subscriber subject to the terms and conditions of the Partnership Agreement), and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall hereby agrees to issue and sell the Second Closing Partnership Interest to the Subscriber, and on the terms set forth herein, for the purchase price (the "Second Closing Purchase Price") equal to the dollar amount set forth as such opposite the name of the Subscriber shall purchase from on the Company, up signature page to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”)this Admission Agreement. The Subscriber acknowledges that the First Closing Partnership Interest shall pay be subject to dilution from the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber sale of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name Second Closing Partnership Interest to the Subscriber, or effect such delivery if any, and from sales of interests in bookthe Company to other subscribers contemporaneously with the Second Closing (as defined in Section 1(c)). (b) The First Closing Partnership Interest and the Second Closing Partnership Interest are collectively referred to in this Agreement as the "Partnership Interest." The First Closing Purchase Price shall be payable to the following account, which shall be a separate, segregated account (the "Escrow Account") maintained by Xxxxx & Company Incorporated in its capacity as escrow agent (the "Escrow Agent"): To: Chemical Bank ABA# 000000000 Account Name: XXXXX & COMPANY INCORPORATED A/C No.: 000-entry form.000-000

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 16,264 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 1,736 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 17,360 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 16,263 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 1,737 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 17,370 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 32,527 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 3,473 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 34,730 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

Agreement to Subscribe. 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon The Subscriber hereby subscribes for and agrees to purchase, [X] as a Class A Partner, or [_] as a Class B Partner, (i) the interest in the Company (the "First Closing Partnership Interest") set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (expressed in terms of a percentage representing the Post Recoupment Percentage Interest (as defined in the Partnership Agreement [as defined below] to be owned by the Subscriber subject to the terms and subject to the conditions of this the Partnership Agreement, the Subscriber hereby agrees to purchase from the Company), and the Company hereby agrees to issue and sell such Percentage Interests to the Subscriber, on the Initial terms set forth herein, for the purchase price (the "First Closing Date (Purchase Price") equal to the dollar amount set forth as defined below) 594,076 Private Placement Units in consideration such opposite the name of the payment of Subscriber on the Purchase Price. On signature page to this Admission Agreement; and (ii) the Initial Closing Date, interest in the Company shall, at its option, deliver to (the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option"Second Closing Partnership Interest"), if any, set forth opposite the name of the Subscriber on the signature page to this Admission Agreement (also expressed in connection with terms of a percentage representing the IPO or on such earlier time and date as may Post Recoupment Percentage Interest to be mutually agreed owned by the Subscriber subject to the terms and conditions of the Partnership Agreement), and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall hereby agrees to issue and sell the Second Closing Partnership Interest to the Subscriber, and on the terms set forth herein, for the purchase price (the "Second Closing Purchase Price") equal to the dollar amount set forth as such opposite the name of the Subscriber shall purchase from on the Company, up signature page to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”)this Admission Agreement. The Subscriber acknowledges that the First Closing Partnership Interest shall pay be subject to dilution from the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber sale of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name Second Closing Partnership Interest to the Subscriber, or effect such delivery if any, and from sales of interests in bookthe Company to other subscribers contemporaneously with the Second Closing (as defined in Section 1(c)). (b) The First Closing Partnership Interest and the Second Closing Partnership Interest are collectively referred to in this Agreement as the "Partnership Interest." The First Closing Purchase Price shall be payable to the following account, which shall be a separate, segregated account (the "Escrow Account") maintained by Xxxxx & Company Incorporated in its capacity as escrow agent (the "Escrow Agent"): To: Chemical Bank ABA# 000000000 Account Name: XXXXX & COMPANY INCORPORATED A/C No.: 000-entry form.000-000