EXHIBIT 99.1
EXCHANGE AND SUBSCRIPTION AGREEMENT
The Xxxxxxx Group, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
The undersigned ("Subscriber") hereby (1) agrees to exchange the number
of shares of the common stock (the "Common Stock") of The Xxxxxxx Group, Inc.
(the "Company") shown above Subscriber's name on the signature page hereof for
an equal number of shares of the Company's Series A Convertible Preferred Stock
(the "Preferred Stock") and (2) subscribes and agrees to purchase the number of
shares of Preferred Stock above Subscriber's name on the signature page hereof.
The undersigned shall pay the purchase price by check or money order payable to
"THE XXXXXXX GROUP, INC." or by debit to a brokerage account with the
broker-dealer that solicited the Subscriber's purchase in an amount equal to the
product of the number of shares set forth on the signature page hereof
multiplied by the $10.00 per share purchase price.
Subscriber hereby agrees, represents and warrants as follows with the
intent that the same may be relied upon by the Company:
(1) Subscriber has received the Prospectus dated ____________, 1997
(including any amendments or supplements thereto, the "Prospectus") relating to
the offering by the Company of up to 326,840 shares of the Preferred Stock (the
"Offering").
(2) Subscriber understands that no federal or state agency has made any
finding or determination regarding the fairness of the Offering, the accuracy or
adequacy of the Prospectus, or any recommendation or endorsement concerning any
investment in the Preferred Stock.
(3) If Subscriber is an individual, Subscriber is a bona fide resident
of the state set forth in the Subscriber's address on the signature page hereof.
If Subscriber is an entity, Subscriber's state of organization is the state set
forth in the Subscriber's address on the signature page hereof and Subscriber's
principal office is located in such state. The information regarding Subscriber
set forth on the signature hereof is correct and complete in all respects.
(4) Subscriber acknowledges and agrees that this Agreement merely
constitutes an offer to purchase the Preferred Stock, and that the Preferred
Stock will not be issued by the Company and Subscriber shall have no additional
rights as a shareholder in the Company until this Agreement is accepted by the
Company.
(5) The certificate to be issued on behalf of the Subscriber will be
registered as indicated below.
(6) Subscription funds will not be placed in escrow and, accordingly,
will be available for immediate use by the Company.
Subscriber agrees that the Company may accept or reject this
Subscription Agreement, in whole or in part, in its sole discretion. Subscriber
acknowledges that this Subscription Agreement is irrevocable, binding and
legally enforceable until the Termination Date of the Offering as set forth in
the Prospectus, and Subscriber shall not be entitled to cancel, terminate or
revoke this Agreement prior to such Termination Date. Subscriber understands
that the Company reserves the right at any time to terminate the Offering by
rejecting or canceling all Agreements and returning all subscription funds, with
interest, if any, to subscribers.
Subscribers agrees not to transfer or assign this Subscription
Agreement or any of Subscriber's interest herein. This Subscription Agreement
shall be binding upon Subscriber and Subscriber's heirs, successors and assigns
and shall inure to the benefit of the Company and its successors and assigns.
Number of Shares of Common Stock to be exchanged (up to 25% of total
beneficially owned): ____________
Number of Shares Subscribed: Name of Subscriber:
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Total Subscription Price: Please PRINT or Type exact name(s) in which undersigned
(at $10.00 per share) desires shares to be registered
$----------------------------
Date:------------------------ -------------------------------------------------------
Signature*
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Area Code and Telephone Number Signature*
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Social Security or Federal Taxpayer Please indicate form of ownership the undersigned
Identification Number desires for the shares (individual, joint tenants with
right of survivorship, tenants in common,
trust, corporation, partnership, custodian, etc.)
The undersigned wishes to pay for the Preferred Stock
as follows:
[ ] Enclosed is a check made payable to THE XXXXXXX GROUP, INC. (ENCLOSED)
[ ] Debit to brokerage account. If this option is selected, provide the
following information:
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Broker Name Street Address (P.O. Box Not Acceptable)
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Brokerage Firm City/State/Zip Code
----------------------------------------------------------- [ ] Certificate to be issed in Street Name
Account No.
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SUBSTITUTE W-9
Under the penalties of perjury, I certify that: (1) the Social Security Number
or Taxpayer Identification Number given above is correct; and (2) I am not
subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT #2 ABOVE IF YOU
HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX
RETURNS.
Date:____________________________ ____________________________________________
Signature
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*If a corporation, please sign in full corporate name by president or
other authorized officer. When signing as authorized officer, attorney, trustee,
administrator or guardian, please give your full title as such. In case of joint
tenant, each joint owner must sign.
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TO BE COMPLETED BY THE COMPANY
Accepted as of ___________, 19__, as to
________ shares.
THE XXXXXXX GROUP, INC.
By:______________________________ Title: __________________________________
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