Exhibit 10.2
SUBSCRIPTION AGREEMENT
TurboChef Technologies, Inc.
00000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Gentlemen:
You have informed us that TurboChef Technologies, Inc. is a Delaware
corporation (the "Company" or "you") and is conducting a private offering of its
common stock to select "accredited investors". You have informed us that the
offering relates up to a maximum of 3,500,000 shares of the Company's common
stock, $.01 par value per share (the "Shares"), at a price of $2.90 per Share
(the "Offering"), and that you expect to require a minimum investment by each
person to whom Shares are sold in the Offering of approximately $50,000,
although you have reserved the right to make one or more exceptions. You have
informed us that the Company will use a portion of the proceeds from the
Offering to finance its proposed acquisition of Enersyst Development Center, LLC
("Enersyst") and the remainder for working capital and other general corporate
purposes.
In connection with the Offering, you have agreed to enter into a common
Registration Rights Agreement, which will be dated the date of the closing of
the Offering as described below (the date of closing being referred to as the
"Closing Date"), with each purchaser of Shares, in the form that accompanied
this Subscription Agreement, which shall cover all of the Shares that are sold
on the same terms and conditions for all such purchasers. Apart from the rights
set forth in that Registration Rights Agreement, and the rights or other terms
described in this Subscription Agreement, you have not established any other
rights or terms for the Offering, and we are not relying on any such other
matters.
You have delivered to us a copy of each of the Company's Annual Report on
Form 10-K for its fiscal year ended December 31, 2003 (the "Form 10-K") and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (the "Form
10-Q") (collectively the Form 10-K and Form 10-Q are referred to as the
"Disclosure Documents"). You have also informed us that each of the select
prospective investors to whom you are making offers has a significant
pre-existing relationship with the Company and thus has ready access to any
information about the Company and the Offering that they may desire in order to
consider an investment.
We desire to make an investment in the Company by purchasing some of the
Shares, and we are delivering this Subscription Agreement in order to confirm to
the Company our agreement with the terms for purchasing Shares and certain other
matters.
1. SUBSCRIPTION.
1.1 Subject to the terms and conditions hereof, we hereby tender
this Subscription Agreement (the "Subscription" or "Agreement") in order to
subscribe for the number of Shares set forth on the signature page below.
Subject to the terms and conditions
hereof, we will deliver to the Company, on or prior to the Closing Date, the
purchase price for the Shares for which we have subscribed. (For purposes of
this Agreement, payments made by us are referred to as the "Funds.")
1.2 This Agreement will be held by the Company for our benefit
pending satisfaction or waiver of the conditions to our obligation to close set
forth in Section 5 hereof and the Company's acceptance of our Subscription. We
understand that unless our Subscription is accepted, any Funds will be refunded
with any interest actually earned thereon after clearance of the instrument by
which they were paid. We acknowledge, however, that if the Funds are returned
without being held for more than 15 days after clearance of the check or other
instrument by which they were paid, no interest shall be paid to us on the
Funds. We acknowledge that the Company reserves the right to cancel, withdraw or
modify the Offering at any time prior to the acceptance by it of subscriptions
for Shares.
2. UNDERSTANDINGS, COVENANTS, AND AGREEMENTS OF INVESTOR. We
understand and agree that:
2.1 The Company shall have the right, in its absolute discretion,
to accept or reject this Subscription, in whole or in part.
2.2 This Subscription is and shall be irrevocable, except that we
shall have no obligations hereunder in the event the conditions to our
obligation to close are not satisfied or waived as provided herein or this
Subscription is for any reason rejected, other than the obligation set forth in
subsection (g) below, to treat this Confidential Subscription Booklet
confidentially.
2.3 The issuance of the Shares will not be registered under the
Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of
any state that, absent an exemption, would require registration, in reliance
upon exemptions from registration contained in the 1933 Act and such laws. The
Company's reliance upon such exemptions is based in part upon our
representations, warranties, covenants, and agreements contained in this
Agreement.
2.4 Because the Shares have not been registered under the 1933 Act
or applicable state securities laws, the economic risks of investment in the
Shares must be borne by us, for the Shares may not be sold, transferred, pledged
or otherwise disposed of in the absence of an effective registration statement
covering the Shares under the 1933 Act and applicable state securities laws, or
unless an exemption from such registration is available. Any certificate
representing the Shares will contain a legend stating that they have not been
registered under the 1933 Act or any state securities laws, and referring to the
above restrictions on transferability and sale. A notation to such effect may
also be made on the stock ledger of the Company maintained by its transfer agent
or registrar, so that transfers of the Shares will not be effected on the
records of the Company without compliance with these restrictions.
2.5 While the Company will agree, as reflected in the Registration
Rights Agreement included in the Confidential Subscription Booklet, to register
the Shares under the 1933 Act and certain state securities laws for public sale
by us, we understand that there is no certainty that such registration will be
effected, notwithstanding the Company's reasonable best efforts to do so.
2.6 No federal or state agency has made any finding or
determination as to the fairness of this investment, or provided any
recommendation or endorsement of the Shares.
2.7 We acknowledge that the Offering is confidential, and we agree
that the Confidential Subscription Booklet and any other information provided to
us by the Company in connection with the Offering shall be kept in confidence by
us; PROVIDED, HOWEVER, that this obligation shall not apply to any such
information that (1) is part of the public knowledge or literature and readily
accessible at the date hereof; (2) becomes part of the public knowledge or
literature and readily accessible by publication (except as a result of a breach
of this provision); or (3) is received from a third party (except for a third
party who discloses such information in violation of any confidentiality
agreement he, she or it may have with the Company). Further, this obligation
does not prohibit our discussion of such information with our counsel,
accountant, or other financial advisor solely for the purpose of assisting our
analysis and assessment of such information and the Offering.
3. REPRESENTATIONS AND WARRANTIES OF INVESTOR. We hereby represent
and warrant as follows:
3.1 We have received and read, and we are familiar with the
Disclosure Documents, the Registration Rights Agreement and this Agreement, and
we confirm that all documents, records, and books pertaining to the investment
in the Company and requested from the Company by us have been made available or
delivered to us.
3.2 We have had an opportunity to ask questions of and receive
answers from the Company, or a person or persons acting on their behalf,
concerning the terms and conditions of this investment.
3.3 The Shares for which we are subscribing are being acquired
solely for our own account for investment and are not being purchased with a
view to or for the resale, distribution, subdivision, or fractionalization
thereof in violation of the registration requirements of the 1933 Act, and we
agree not to sell, hypothecate or otherwise dispose of the Shares unless the
Shares have been registered under the 1933 Act and applicable state securities
laws, or in the opinion of counsel acceptable to the Company, an exemption
therefrom is available. In order to induce the Company to accept our
Subscription and to issue and sell to us the Shares subscribed for, we agree
that the Company will have no obligation (in the absence of demonstration of
compliance with applicable federal and state securities laws) to recognize the
ownership, beneficial or otherwise, of such Shares by anyone but us.
3.4 We have received (and if requested by the Company, we have
completed and returned to the Company) the Offeree (Investor) Questionnaire
relating to our general ability to bear the risks of an investment in the
Company and our suitability as an investor in a private offering, and we hereby
affirm the correctness of our answers in such Questionnaire if it was requested
by the Company.
The foregoing representations and warranties are true and accurate
as of the date hereof, shall be true and accurate as of the date of acceptance
hereof by the Company, and shall
survive thereafter. If such representations and warranties shall not be true and
accurate in any respect prior to such acceptance, we shall give written notice
of such fact to the Company, specifying which representations and warranties are
not true and accurate and the reasons therefor. 4. REPRESENTATIONS AND
WARRANTIES OF THE COMPANY. The Company represents and warrants to us as of the
date hereof as follows:
4.1 CORPORATE EXISTENCE AND POWER. The Company (1) is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation; (2) has all requisite power and
authority to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently, or is proposed to
be, engaged; and (3) is duly qualified as a foreign corporation, licensed and in
good standing under the laws of each jurisdiction in which its ownership, lease
or operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified could not reasonably
be expected to have a material adverse effect on the Company. The Company has
the corporate power and authority to execute, deliver and perform its
obligations under this Agreement and the Registration Rights Agreement.
4.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Company of this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby (1) have been
duly authorized by all necessary corporate action of the Company, including all
actions, consents and approvals, if any, required by the Company's Board of
Directors and/or stockholders; (2) do not contravene the terms of the Company's
Certificate of Incorporation or By-laws; (3) do not violate, conflict with or
result in any breach, default or contravention of (or with due notice or lapse
of time or both would result in any breach, default or contravention of), or the
creation of any lien under, any contractual obligation of the Company or any
requirement of law applicable to the Company; and (4) do not violate any
judgment, injunction, writ, award, decree or order of any nature (collectively,
"Orders") of any governmental authority against, or binding upon, the Company.
The Board of Directors of the Company approved this Agreement, the Registration
Rights Agreement and the transactions contemplated hereby and thereby at a
meeting of the Board of Directors duly convened on May 6, 2004.
4.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval,
consent, waiver, compliance, exemption, authorization or other action by, or
notice to, or filing with, any governmental authority or any other person, and
no lapse of a waiting period under a requirement of law, is necessary or
required in connection with the execution, delivery or performance (including,
without limitation, the sale, issuance and delivery of the Shares) by, or
enforcement against, the Company of this Agreement and the Registration Rights
Agreement or the transactions contemplated hereby and thereby, other than those
that have already been duly obtained.
4.4 BINDING EFFECT. When accepted by the Company, this Agreement
and the Registration Rights Agreement will be duly executed and delivered by the
Company, and will constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
4.5 LITIGATION. Except as disclosed in the Disclosure Documents,
there are no actions, suits, proceedings, claims, complaints, disputes,
arbitrations or investigations (collectively, "Claims") pending or, to the
knowledge of the Company, threatened, at law, in equity, in arbitration or
before any governmental authority against the Company nor is the Company aware
that there is any basis for any of the foregoing that could reasonably be
expected to have a material adverse effect on the condition of the Company. No
Order has been issued by any court or other governmental authority against the
Company purporting to enjoin or restrain the execution, delivery or performance
of this Agreement or the Registration Rights Agreement.
4.6 COMPLIANCE WITH LAWS; PERMITS. The Company is in compliance in
all material respects with all requirements of applicable law. To the knowledge
of the Company, there is no requirement of law that could reasonably be expected
to prohibit or restrict the Company from, or otherwise materially adversely
affect the Company in, conducting its business in any jurisdiction in which it
now conducts its business. The Company has all material licenses, permits and
approvals of any governmental authority (collectively "Permits") that are
necessary for the conduct of the business of the Company; such Permits are in
full force and effect; and no violations are or have been recorded in respect of
any Permit.
4.7 CAPITALIZATION.
(a) As of the date hereof, without giving effect to the
transactions contemplated by this Agreement, the authorized capital stock of the
Company consists of (a) 50,000,000 shares of Common Stock, of which 26,215,957
shares are issued and outstanding and (b) 5,000,000 shares of preferred stock,
par value $1.00 per share, 2,132,650 of which are designated as Series D
Preferred Stock, all of which are issued and outstanding and are convertible
into 42,653,000 shares of Common Stock. As of the date of this Agreement, the
aggregate number of shares of Common Stock that may be issued upon exercise of
currently outstanding options to purchase shares of Common Stock under the
Company's stock incentive plans is 8,746,378, and the aggregate number of shares
of Common Stock that may be issued upon exercise of currently outstanding
warrants is 1,673,769. Other than options granted under the Company's stock
incentive plans, the warrants referred to above, the conversion, preemptive and
other rights of the Series D Preferred Stock, the shares of Common Stock and
options to be issued in connection with the proposed Enersyst acquisition and
the Shares to be issued in this Offering, there are no outstanding warrants,
conversion privileges, subscription or purchase rights or other rights currently
outstanding to purchase or otherwise acquire (a) any authorized but unissued,
unauthorized or treasury shares of the Company's capital stock, (b) any security
or obligation which is convertible into or exchangeable for shares of Common
Stock or other capital stock of the Company (a "Stock Equivalent") or (iii) any
other securities of the Company and there are no commitments, contracts,
agreements, arrangements or understandings by the Company to issue any shares of
the Company's capital stock or any Stock Equivalents or other securities of the
Company. The Shares are duly authorized, and when issued and sold to us after
payment therefor, will be validly issued, fully paid and non-assessable, will be
issued in compliance with the registration and qualification requirements of all
applicable federal, state and foreign securities laws and will be free and clear
of all liens. All of the issued and
outstanding shares of Common Stock are duly authorized, validly issued, fully
paid and non-assessable, and were issued in compliance with the registration and
qualification requirements of all applicable federal, state and foreign
securities laws.
(b) The Company has no subsidiaries, other than Enersyst
upon closing of the proposed acquisition.
4.8 NO DEFAULT OR BREACH; CONTRACTUAL OBLIGATIONS. Except as
disclosed in the Disclosure Documents, all of the contractual obligations filed
as exhibits or described in the Disclosure Documents or which are otherwise
material to the condition of the Company (collectively, the "Material
Contractual Obligations") are valid, subsisting, in full force and effect and
binding upon the Company, and, to the knowledge of the Company, the other
parties thereto, and the Company has paid in full or accrued all amounts due
thereunder and has satisfied in full or provided for all of its liabilities and
obligations thereunder. Except as disclosed in the Disclosure Documents, the
Company has not received notice of a default or is not in default under or with
respect to, any Material Contractual Obligation nor, to the Company's knowledge,
does any condition exist that with notice or lapse of time or both would
constitute a default thereunder. Except as disclosed in the Disclosure
Documents, to the Company's knowledge no other party to any such Material
Contractual Obligation is in default thereunder, nor does any condition exist
that with notice or lapse of time or both would constitute a default by such
other party thereunder.
4.9 TITLE TO PROPERTIES AND ASSETS. Except as disclosed in the
Disclosure Documents, the Company holds interests as lessee under leases in full
force and effect in, all real property used in connection with its business or
otherwise owned or leased by it. The Company owns and has good, valid, and
marketable title to all of the material properties and assets used in its
business and reflected as owned on the financial statements included in the
Disclosure Documents (collectively, the "Assets"), in each case free and clear
of all liens, except for liens specifically described on the notes to such
financial statements.
4.10 REPORTS; FINANCIAL STATEMENTS.
(a) As of the respective dates of their filing with the
Securities and Exchange Commission (the "Commission"), all reports, registration
statements and other filings, together with any amendments thereto, filed by the
Company with the Commission since January 1, 2003 (the "SEC Reports"), complied
in all material respects with the applicable requirements of the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations of the Commission promulgated thereunder. The SEC Reports
did not at the time they were filed with the Commission contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(b) The audited financial statements of the Company
(balance sheet and statements of operations, cash flow and stockholders' equity,
together with the notes thereto) for the fiscal year ended December 31, 2003
which contains the unqualified report of Ernst & Young LLP (the "Audited
Financial Statements") and the unaudited consolidated financial
statements of the Company (balance sheet and statements of operations) for the
fiscal quarter ended March 31, 2004 (the "Unaudited Financial Statements" and,
together with the Audited Financial Statements, the "Financial Statements") set
forth in the SEC Reports are complete and correct in all material respects and
have been prepared in accordance with GAAP applied on a consistent basis
throughout the periods indicated and with each other, except that the Unaudited
Financial Statements do not contain footnotes or normal year-end adjustments.
The Financial Statements fairly present in material respects the financial
condition, operating results and cash flows of the Company as of the respective
dates and for the respective periods indicated in accordance with GAAP, except
that the Unaudited Financial Statements do not contain footnotes or normal
year-end adjustments.
4.11 NO MATERIAL ADVERSE CHANGE; ORDINARY COURSE OF BUSINESS.
Except as set forth in the Disclosure Documents and for this Offering and the
proposed acquisition of Enersyst Development Center, LLC, since March 31, 2004,
(1) there has not been any material adverse change in the condition of the
Company, (2) the Company has not participated in any transaction material to the
condition of the Company which his outside the ordinary course of business, (3)
the Company has not created or assumed any lien on a material asset of the
Company, and (5) there has not occurred a material change in the Company's
accounting principles or practice except as required by reason of a change in
GAAP.
4.12 PRIVATE OFFERING. No form of general solicitation or general
advertising was used by the Company or its representatives in connection with
the offer or sale of the Shares. Assuming the accuracy of the representations
and warranties of the Purchasers set forth in Section 3, no registration of the
Shares, pursuant to the provisions of the Securities Act or any state securities
or "blue sky" laws, will be required by the offer, sale or issuance of the
Purchased Securities. The Company agrees that neither it, nor anyone acting on
its behalf, shall offer to sell the Shares or any other securities of the
Company so as to require the registration of the Shares pursuant to the
provisions of the Securities Act or any state securities or "blue sky" laws,
unless such Shares or other securities are so registered.
4.13 EMPLOYMENT BENEFIT PLANS. The Disclosure Documents disclose
or describe each Company employee benefit plan that is required to be disclosed
or described in such Disclosure Documents pursuant to the Exchange Act and the
Securities Act. The Company has no liability under any Plans other than as so
disclosed.
4.14 INTELLECTUAL PROPERTY. Except as disclosed in the Disclosure
Documents, the Company is the owner of all, or has a license under all of, the
material copyrights, patents, trades, trademarks, internet assets, software and
other proprietary rights (collectively, "Intellectual Property") that are used
in connection with its business as presently conducted, free and clear of all
liens. Except as disclosed in the Disclosure Documents, none of the Intellectual
Property owned by the Company as disclosed in the Disclosure Documents is
subject to any outstanding Order, and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand is pending or, to the
knowledge of the Company, threatened, which challenges the validity,
enforceability, use or ownership of the Intellectual Property.
4.15 TRADE RELATIONS. Except as disclosed in the Disclosure
Documents, there exists no actual or, to the knowledge of the Company,
threatened termination, cancellation or
limitation of, or any adverse change in, the business relationship of the
Company with any customer or supplier or any group of customers or suppliers
whose purchases or inventories provided to the Company's business are
individually or in the aggregate material to the condition of the Company.
4.16 BROKER'S, FINDER'S OR SIMILAR FEES. There are no brokerage
commissions, finder's fees or similar fees or commissions payable by the Company
in connection with the transactions contemplated hereby based on any agreement,
arrangement or understanding with the Company or any action taken by any such
Person.
5. CONDITIONS TO INVESTOR OBLIGATION TO CLOSE. Our obligation to purchase
the Shares indicated on the signature page hereof and to pay the purchase price
therefor shall be subject to the satisfaction as determined by, or waiver by, us
of the following conditions on or before the Closing Date.
5.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in Section 4 hereof shall be true and
correct in all material respects at and on the Closing Date as if made at and on
such date.
5.2 COMPLIANCE WITH THIS AGREEMENT. The Company shall have
performed and complied in all material respects with all of its agreements set
forth herein that are required to be performed by the Company.
5.3 OFFICER'S CERTIFICATE. We shall have received a certificate
from the Company, in form and substance reasonably satisfactory to us, dated the
Closing Date, and signed by the Chief Executive Officer and Chief Financial
Officer of the Company, certifying as to the matters set forth in Section 5.1
and 5.2.
5.4 SECRETARY'S CERTIFICATE. The Purchasers shall have received a
certificate from the Company, in form and substance satisfactory to the
Purchasers, dated the Closing Date and signed by the Secretary of the Company,
certifying (a) that the Company is in good standing with the Secretary of State
of the State of Delaware, (b) that the attached copies of the Certificate of
Incorporation, the By-laws, resolutions of the Board of Directors approving this
Agreement and the Registration Rights Agreement, and the transactions
contemplated hereby and thereby, are all true, complete and correct and remain
unamended and in full force and effect, and (c) as to the incumbency and
specimen signature of each officer of the Company executing this Agreement, the
Registration Rights Agreement, and any other document delivered in connection
herewith on behalf of the Company.
5.5 PURCHASED SHARES. The Company shall have delivered to us
certificates in definitive form representing the number of Shares set forth on
the signature page hereof, registered in our name.
5.6 REGISTRATION RIGHTS AGREEMENT. The Company shall have duly
executed and delivered the Registration Rights Agreement.
5.7 OPINION OF COUNSEL. We shall have received an opinion of
Xxxxxxxxxx Xxxxxxxx LLP, dated the Closing Date relating to the transactions
contemplated by or referred to herein, reasonably satisfactory to us.
5.8 ENERSYST ACQUISITION. On or before the Closing Date the
Company shall have completed the proposed acquisition of Enersyst.
6. INDEMNIFICATION. We acknowledge that we understand the meaning and
legal consequences of the representations and warranties contained in Section 3
hereof, and we hereby agree to indemnify and hold harmless the Company and each
officer, director and controlling person thereof from and against any and all
loss, damage or liability due to or arising out of any untrue or inaccurate
representation or warranty contained in Section 3 of this Agreement.
7. NO WAIVER. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by us, we do not hereby or in any
other manner waive any rights granted to us under federal or state securities
laws for which no waiver is permitted under such laws.
8. TRANSFERABILITY. We agree not to transfer or assign this Agreement, or
any of our interest herein, and further agree that the assignment and
transferability of the Shares acquired pursuant hereto shall be made only in
accordance with this Agreement and the terms set forth in the Registration
Rights Agreement.
9. REVOCATION. We understand that we may not cancel, terminate or revoke
this Agreement or any agreement made hereunder.
10. ACCEPTANCE OF REGISTRATION RIGHTS AGREEMENT. By our execution of this
Subscription Agreement, (a) we hereby acknowledge our acceptance of and
agreement to the terms and conditions of the Registration Rights Agreement as
set forth in the form included in the Confidential Subscription Booklet of which
this Agreement is a part, and we agree to be bound thereby when and if our
Subscription is accepted by the Company, and (b) if we shall neglect to execute
the Registration Rights Agreement in accordance with the instructions therefor,
we hereby appoint and constitute any executive officer of the Company as our
true and lawful attorney-in-fact, with power to act for us and on our behalf, to
execute and deliver the Registration Rights Agreement in our names and as our
acts and deed with respect to all the Shares purchased by us pursuant to this
Subscription Agreement. The power of attorney granted hereby is coupled with an
interest and shall be irrevocable during the term of this Agreement, as the same
is specified in Section 7 hereof.
11. GENERAL MATTERS.
11.1 The Closing Date for purposes of this Agreement shall be the
date on which the Company accepts this Subscription, if it does so, as indicated
in Section 1 hereof, which date shall also be the Closing Date used in the
executed Registration Rights Agreement.
11.2 Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, we expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Georgia.
11.3 This Agreement, along with the Registration Rights Agreement
when executed as contemplated hereby, constitutes the entire agreement between
us with respect to the subject matter hereof and may be amended or modified only
by a writing executed by the party to be bound thereby.
11.4 All pronouns and any variations thereof used herein shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.
[signatures on following page]
IN WITNESS WHEREOF, I have executed this Subscription Agreement as an
instrument under seal, as of the _____ day of May, 2004.
_______________________________________
By:____________________________________
Name:__________________________________
Number of Shares subscribed for:
_______________________________________
Total Price of Shares subscribed for
($_____ per Share):
$______________________________________
Address:
_______________________________________
_______________________________________
_______________________________________
* * * * * * * * * * * * *
[FOR COMPANY USE ONLY]
Accepted as to _______________ Shares
TURBOCHEF TECHNOLOGIES, INC.
By: (CLOSING DATE)
--------------------------------------- -------------------------------
Xxxxx X. Xxxxx Date
President and Chief Executive Officer
