EXHIBIT 2(p)
FORM OF SUBSCRIPTION AGREEMENT
EXHIBIT 2(p)
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is made the ___ day of _____, 2003 by and
between THE PEOPLE'S AVENGER FUND BUSINESS TRUST, a Nevada business trust (the
"Trust"), and ____________________________________________ [Name of Investor]
(the "Subscriber").
WHEREAS, the Trust is seeking an infusion of capital and is desirous of
potential investors; and
WHEREAS, the Subscriber is desirous of investing in the Trust pursuant to
the terms of that certain offering (the "Offering") detailed in that certain
Prospectus dated and constituting part of that certain Registration Statement on
Form N-2 as declared effective by the United States Securities and Exchange
Commission (the "SEC") on ___________, 2003 (the "Registration Statement");
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound hereby, do promise and
agree as follows:
1. Securities. The undersigned Subscriber hereby subscribes for and
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agrees to purchase shares of the Trust's Investor Shares, par value $0.001 per
share (the "Investor Shares") more fully described in the Prospectus which is
incorporated herein by reference. All capitalized terms or terms within
quotations used herein that are not otherwise defined shall have the meaning
given to them in the Prospectus. The Subscriber hereby encloses a check
representing payment of $________________ made payable to "The People's Avenger
Fund Escrow Account." The Subscriber hereby confirms that he has reviewed a
copy of the Prospectus.
2. Representations and Warranties. In order to induce the Trust to
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accept this Subscription Agreement, the Subscriber represents and warrants to,
and covenants and agrees with the Trust as follows:
(a) The Subscriber understands and agrees that unless properly
revoked before closing of a sale of the Investor Shares to the Subscriber, this
subscription will be irrevocable and will survive the Subscriber's death,
disability or insolvency, except that the Subscriber will have no obligations in
the event that this Agreement is rejected in its entirety by the Trust.
(b) The Subscriber understands and agrees that (i) this
Subscription Agreement and the payment tendered in accordance herewith, may be
accepted or rejected in whole or in part in the sole and absolute discretion of
the Trust, (ii) the unaccepted remainder of the payment to be refunded to the
Subscriber in the event that the Trust does not accept the entire payment, and
(iii) if the Trust accepts this Agreement in whole or part and the Subscriber
tenders the payment to the Trust, then the Subscriber will become a shareholder
of the Trust.
(c) The Subscriber has full power and authority to execute and
deliver this Agreement, and such Agreement has been duly executed and delivered
by or on behalf of the Subscriber and constitutes a legal, valid and binding
obligation of the Subscriber enforceable in accordance with its respective
terms, except to the extent such enforceability may be limited by the laws of
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally or by general principles of equity.
(d) Neither the execution, delivery nor performance by the
Subscriber of this Agreement violates or conflicts with, creates (with or
without the giving of notice or the lapse of time, or both) a default under or a
lien or encumbrance upon any of the Subscriber's assets or properties pursuant
to or requires the consent, approval or order of any government or governmental
agency or other person or entity under (i) any note, indenture, lease, license
or other material agreement to which the Subscriber is a party or by which it or
any of its assets or properties is bound, or (ii) any statute, law, rule,
regulation or court decree binding upon or applicable to the Subscriber or its
assets or properties. If the Subscriber is not a natural person, the execution
and delivery by the Subscriber of this Agreement have been duly authorized by
all necessary corporate or other action on behalf of the Subscriber and such
investment will not constitute a breach or violation of, or default under, the
charter or bylaws or equivalent governing documents of the Subscriber.
(e) The Subscriber, if an individual, is at least 21 years of age,
and has full legal capacity to enter into and perform his obligations under the
Agreement. The Subscriber, if signing this Subscription Agreement on behalf of
an entity, has been duly authorized by such entity to do so.
(f) The foregoing representations and warranties are true and
accurate as of the date hereof and will be true and accurate as of the date of
delivery of this Agreement to the Trust and will survive such delivery. If at
any time prior to issuance of the Investor Shares to the Subscriber, any
representation and warranty of the Subscriber is no longer true, the Subscriber
promptly will give written notice to the Trust specifying which representations
and warranties are not true and the reason therefore, whereupon the Subscriber's
subscription may be rejected or, if previously accepted, such acceptance may be
rescinded.
3. Execution in Counterparts. This Agreement may be executed in two or
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more counterparts, each of which shall constitute an original and all of which,
taken together, will constitute the same agreement.
4. Notice and Payment. Any notice required to be given under this
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Agreement shall be in writing and delivered personally to the other designated
party at the above stated address or mailed by certified, registered or Express
mail, return receipt requested or by delivery. Either party may change the
address to which notice or payment is to be sent by written notice to the other
under any provision of this paragraph.
5. Jurisdiction/Disputes. This Agreement shall be governed in
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accordance with the laws of the State of Oregon. All disputes under this
Agreement shall be resolved by litigation in the courts of the State of Oregon
including the federal courts therein and the parties all consent to the
jurisdiction of such courts, agree to accept service of process by mail, and
hereby waive any jurisdictional or venue defenses otherwise available to it.
6. Agreement Binding on Successors. The provisions of this Agreement
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shall be binding upon and shall inure to the benefit of the parties hereto,
their heirs, administrators, successors and assigns.
7. Assignability. Neither party may assign this Agreement or the
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rights and obligations hereunder to any third party without the prior express
written approval of the other party which shall not be unreasonably withheld.
8. Waiver. No waiver by either party of any default shall be deemed as
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a waiver of prior or subsequent default of the same of other provisions of this
Agreement.
9. Severability. If any term, clause or provision hereof is held
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invalid or unenforceable by a court of competent jurisdiction, such invalidity
shall not affect the validity or operation of any other term, clause or
provision and such invalid term, clause or provision shall be deemed to be
severed from this Agreement.
10. Integration. This Agreement constitutes the entire understanding
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of the parties, and revokes and supersedes all prior agreements between the
parties and is intended as a final expression of their understanding. This
Agreement shall not be modified or amended except in writing signed by the
parties hereto and specifically referring to this Agreement. This Agreement
shall take precedence over any other documents which may conflict with this
Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have each caused to be affixed hereto its or his/her hand and seal the
day indicated.
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[Name of Subscriber]
THE PEOPLE'S AVENGER FUND BUSINESS TRUST
By
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Xxxx X. Xxxxxxxxx, President
TYPE OF OWNERSHIP
(Check One)
------------- Individual (one signature required)
------------- Joint Tenants with Right of Survivorship (both parties must
sign)
------------- Tenants in Common (both parties must sign)
------------- Community Property (one signature required if interest held in
one name, i.e., managing spouse, two signatures required if
interest held in both names).
------------- Trust/Foundation
------------- Corporation for Profit or Non-Profit
------------- Partnership
Please print here the exact name (registration) investor desires for the
Investor Shares.
_______________________________________________________________
NAME OF REFERRING PARTY: Provide the name of the person(s) or entity
who initially informed you of The People's
Avenger Fund.
Name(s):
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Address:
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Phone:
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SIGNATURE PAGE
FOR INDIVIDUAL INVESTOR
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Signature
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Social Security Number
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Print or Type Name
Residence Address/Phone/Fax/Email
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Mailing Address:
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Executed at _____________________________, this _____ day of
_________________, 2003.
THE STATE OF *
*
COUNTY OF *
On this ___day of _______________, 2003, before me, the undersigned, a
Notary Public of said State, duly commissioned and sworn, personally appeared
_________________________________, known to me to be the person or person(s)
whose name is (or whose names are) subscribed to the within instrument, and
acknowledged that he (or she or they) executed the same for the purposes and
consideration therein expressed, AND WHO ALSO UPON OATH SWORE THAT THE
STATEMENTS THEREIN CONTAINED ARE TRUE AND CORRECT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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Notary Public for the State of
Printed Name:
My Commission Expires:
SIGNATURE PAGE
FOR CORPORATE OR PARTNERSHIP INVESTOR
[ ] For Profit [ ] Non-Profit
Name of Corporation or Partnership (Please Print or Type)
By
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Signature of Authorized Agent
Title:
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Taxpayer Identification Number:
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Address of Principal Offices/Phone/Fax/Email:
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Mailing Address, if Different:
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Attention:
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Executed at _____________________________, this _____ day
of _________________, 2003.
THE STATE OF *
*
COUNTY OF *
On this ___day of _______________, 2003, before me, the undersigned, a
Notary Public of said State, duly commissioned and sworn, personally appeared
_________________________________, known to me to be the person or person(s)
whose name is (or whose names are) subscribed to the within instrument, and
acknowledged that he (or she or they) executed the same for the purposes and
consideration therein expressed, AND WHO ALSO UPON OATH SWORE THAT THE
STATEMENTS THEREIN CONTAINED ARE TRUE AND CORRECT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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Notary Public for the State of
Printed Name:
My Commission Expires:
SIGNATURE PAGE
FOR TRUST/FOUNDATION INVESTOR
Name of Trust (Please Print or Type)
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Name of Trustee (Please Print or Type)
By
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Trustee's Signature
Date Trust was Formed:
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Taxpayer Identification Number:
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Trustee's Address/Phone/Fax/Email:
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Attention:
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Executed at _____________________________, this _____ day of
_________________, 2003.
THE STATE OF *
*
COUNTY OF *
On this ___day of _______________, 2003, before me, the undersigned, a
Notary Public of said State, duly commissioned and sworn, personally appeared
_________________________________, known to me to be the person or person(s)
whose name is (or whose names are) subscribed to the within instrument, and
acknowledged that he (or she or they) executed the same for the purposes and
consideration therein expressed, AND WHO ALSO UPON OATH SWORE THAT THE
STATEMENTS THEREIN CONTAINED ARE TRUE AND CORRECT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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Notary Public for the State of
Printed Name:
My Commission Expires:
