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Exhibit 10.20 Subscription Agreement dated as of February 26, 1996
between The San Francisco Company and Putra Masagung
February 26, 1996
The San Francisco Company
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Board of Directors
Gentlemen:
This letter confirms my agreement to invest an additional $4.5
million in the Series D Preferred Stock of The San Francisco Company, on the
following schedule. I will invest $1.0 million on or before March 31, 1996, $1.5
million on or before June 30, 1996, $1.0 million on or before September 30,
1996, and $1.0 million on or before December 31, 1996.
This agreement is conditioned on the following terms. The
conversion rate for the Series D Preferred Stock will continue to be the
existing rate approximately $0.34 per share of Class A Common Stock (the
Conversion Rate) for all such investments. In the event that the Series D
Preferred Stock is converted into Class A Common Stock prior to the completion
of my investments, subsequent installments of my investment will be in Class A
Common Stock at a price per share equal to the approximately $0.34 per share
Conversion Rate. In addition, I will be issued options exercisable for a period
of seven years to purchase an additional $10.0 million in value of Class A
Common Shares, or shares convertible into Class A Common Shares, at a price per
share equal to the approximately $0.34 per share Conversion Rate.
Very truly yours,
Putra Masagung
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