EXHIBIT 10.26
NAME OF SUBSCRIBER:__________________
To: URBAN COOL NETWORK, INC.
Security Capital Trading, Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
URBAN COOL NETWORK, INC.
SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
SECTION 1.
1.1 Subscription. The undersigned, intending to be legally bound,
hereby irrevocably subscribes for and agrees to purchase the amount of units
("Units") of Urban Cool Network, Inc., a Delaware corporation (the "Company"),
indicated on page 12 hereof, on the terms and conditions described herein and in
the Confidential Private Offering Memorandum, dated July 16, 1999 as amended by
Amendment No. 1 to the Confidential Private Offering Memorandum dated September
24, 1999 and as further amended by Amendment No. 2 to the Memorandum dated
September 28, 1999 (such memorandum, together with all amendments thereof and
supplements and exhibits thereto, the "Memorandum"), copies of which have been
received by the undersigned. Each Unit consists of (i) a promissory note of the
Company in the principal amount of $10,000, (ii) 1,000 shares of the Company's
Common Stock and (iii) one warrant exercisable for 5,000 shares of Common Stock
(the "Warrant Shares") at $2.00 per share beginning six months after the Closing
(as defined herein) until five years from the Closing. Security Capital Trading,
Inc. (the "Placement Agent") has been retained by the Company as exclusive
placement agent for the offer and sale of one hundred (100) Units on a "best
efforts" basis. The minimum number of Units which may be purchased is 2 Units.
Partial Units may be accepted at the discretion of the Placement Agent. Unless
otherwise indicated all terms shall have the same meanings and definitions as
set forth in the Memorandum.
1.2 Purchase of Units.
The undersigned understands and acknowledges that the purchase price
to be remitted to the Company in exchange for the Units, if any, shall be ten
thousand dollars ($10,000) per Unit. Payment for the Units shall be made by
check or wire transfer in
accordance with the instructions of the Placement Agent, together with an
executed copy of this Agreement and any other required documents.
SECTION 2.
2.1 Acceptance or Rejection.
(a) The undersigned understands and agrees that the Company reserves
the right to reject this subscription for the Units in whole or part in any
order, if, in its reasonable judgment, it deems such action in the best interest
of the Company, at any time prior to the Closing, notwithstanding prior receipt
by the undersigned of notice of acceptance of the undersigned's subscription.
(b) The undersigned understands and agrees that subscriptions may be
revoked provided that written notice of revocation is sent by certified or
registered mail, return receipt requested, and is received by the Placement
Agent at least two business days prior to the Closing.
(c) In the event of rejection of this subscription, or in the event
the sale of the Units subscribed for by the undersigned is not consummated by
the Company for any reason (in which event this Subscription Agreement shall be
deemed to be rejected), this Subscription Agreement and any other agreement
entered into between the undersigned and the Company relating to this
subscription shall thereafter have no force or effect and the Company shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest thereon or
deduction therefrom, in exchange for the Units.
2.2 Closing
The closing (the "Closing") of the purchase and sale of Units,
following the acceptance by the Company of the undersigned's subscription, as
evidenced by the Company's execution of this Subscription Agreement, shall take
place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the
Placement Agent, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other place as
determined by the Placement Agent, on such date as is mutually agreed to by the
Company and the Placement Agent. The Company expects to hold the first Closing
after subscriptions for at least 20 Units have been received and accepted by the
Company. Subsequent Closings, if any, will be held at the offices of Xxxxxx,
Xxxxxxxxxx & Xxxxxxxxx LLP at such times as are agreed by the Company and
Placement Agent. At the Closing of the purchase and sale of the Units subscribed
to by the undersigned, the Company shall prepare for delivery to the undersigned
the certificate(s) for the securities to be issued and sold to the undersigned,
duly registered in the undersigned's name against payment in full by the
undersigned of the aggregate purchase price of the Units.
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SECTION 3.
3.1 Investor Representations and Warranties.
The undersigned hereby acknowledges, represents and warrants to, and
agrees with, the Company and its affiliates as follows:
(a) The undersigned is acquiring the Units for his own account as
principal, not as a nominee or agent, for investment purposes only, and not with
a view to, or for, resale, distribution or fractionalization thereof in whole or
in part and no other person has a direct or indirect beneficial interest in such
Units or any of the components of the Units. Further, the undersigned does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Units for which the undersigned is subscribing or any
of the components of the Units.
(b) The undersigned has full power and authority to enter into this
Agreement, the execution and delivery of this Agreement has been duly
authorized, if applicable, and this Agreement constitutes a valid and legally
binding obligation of the undersigned.
(c) The undersigned acknowledges his understanding that the offering
and sale of the Units is intended to be exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") by virtue of Section
4(2) of the Securities Act and the provisions of Regulation D promulgated
thereunder ("Regulation D"). In furtherance thereof, the undersigned represents
and warrants to and agrees with the Company and its affiliates as follows:
(i) The undersigned realizes that the basis for the
exemption may not be present if, notwithstanding such
representations, the undersigned has in mind merely acquiring Units
for a fixed or determinable period in the future, or for a market
rise, or for sale if the market does not rise. The undersigned does
not have any such intention.
(ii) The undersigned has the financial ability to bear the
economic risk of his investment, has adequate means for providing
for his current needs and personal contingencies and has no need for
liquidity with respect to his investment in the Company;
(iii) _________________________ (insert name of Purchaser
Representative: if none, so state) has acted as the undersigned's
Purchaser Representative for purposes of the private placement
exemption under the Securities Act. If the undersigned has appointed
a Purchaser Representative (which term is used herein with the same
meaning as given in Rule 501(h) of Regulation D), the undersigned
has been advised by his Purchaser
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Representative as to the merits and risks of an investment in the
Company in general and the suitability of an investment in the Units
for the undersigned in particular; and
(iv) The undersigned (together with his Purchaser
Representative(s), if any) has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of the prospective investment in the Units. If
other than an individual, the undersigned also represents it has not
been organized for the purpose of acquiring the Units.
(d) The information in the Accredited Investor Questionnaire
completed and executed by the undersigned is substantially in the form of the
Accredited Investor Questionnaire included as an exhibit to the Memorandum (the
"Accredited Investor Questionnaire") and is accurate and true in all respects
and the undersigned is an "accredited investor," as that term is defined in Rule
501 of Regulation D.
(e) The undersigned and his Purchaser Representative, if any:
(i) Have been furnished with the Memorandum, including all
exhibits thereto and any documents which may have been made
available upon request for a reasonable period of time prior to the
date hereof and the undersigned or his Purchaser Representative(s)
have carefully read the Memorandum and understand and have evaluated
the risks set forth under "Risk Factors" and the considerations
described in the Memorandum and have relied solely (except as
indicated in subsections (ii) and (iii) below) on the information
contained in the Memorandum (including all exhibits thereto);
(ii) Have been provided an opportunity for a reasonable
period of time prior to the date hereof to obtain additional
information concerning the offering of the Units, the Company and
all other information to the extent the Company possesses such
information or can acquire it without unreasonable effort or
expense;
(iii) Have been given the opportunity for a reasonable period
of time prior to the date hereof to ask questions of, and receive
answers from, the Company or its representatives concerning the
terms and conditions of the offering of the Units and other matters
pertaining to this investment, and have been given the opportunity
for a reasonable period of time prior to the date hereof to obtain
such additional information necessary to verify the accuracy of the
information contained in the Memorandum or that which was otherwise
provided in order for him to evaluate the merits and risks of
purchase of the Units to the extent the Company possesses such
information or can acquire it without unreasonable effort or
expense;
(iv) Have not been furnished with any oral representation or
oral information in connection with the offering of the Units which
is not contained
4
in the Memorandum; and
(v) Have determined that the Units are a suitable investment
for the undersigned and that at this time the undersigned could bear
a complete loss of such investment.
(f) The undersigned is not relying on the Company, or its affiliates
with respect to economic considerations involved in this investment. The
undersigned has relied on the advice of, or has consulted with only those
persons, if any, named as Purchaser Representative(s) herein and in the
Accredited Investor Questionnaire. Each Purchaser Representative is capable of
evaluating the merits and risks of an investment in the Units on the terms and
conditions set forth in the Memorandum and each Purchaser Representative has
disclosed to the undersigned in writing (a copy of which is annexed to this
Agreement) the specific details of any and all past, present or future
relationships, actual or contemplated, between himself and the Company or any
affiliate or subsidiary thereof.
(g) The undersigned represents, warrants and agrees that he will not
sell or otherwise transfer the Units or the components of the Units without
registration under the Securities Act or an exemption therefrom and fully
understands and agrees that he must bear the economic risk of his purchase
because, among other reasons, the Units, the Notes, the Warrants and the shares
of Common Stock underlying the Warrants have not been registered under the
Securities Act or under the securities laws of any state and, therefore, cannot
be resold, pledged, assigned or otherwise disposed of unless they are
subsequently registered under the Securities Act and under the applicable
securities laws of such states or an exemption from such registration is
available. In particular, the undersigned is aware that the Units and the
components of the Units are "restricted securities," as such term is defined in
Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be
sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The
undersigned also understands that, except as otherwise provided herein and in
the certificates for the Warrants and the shares of Common Stock underlying the
Warrants, the Company is under no obligation to register the Units or any of the
components of the Units on his behalf or to assist him in complying with any
exemption from registration under the Securities Act or applicable state
securities laws. The undersigned further understands that sales or transfers of
the Units and the components of the Units are further restricted by state
securities laws and the provisions of this Agreement.
(h) No representations or warranties have been made to the
undersigned by the Company, or any officer, employee, agent, affiliate or
subsidiary of the Company, other than the representations of the Company
contained herein and in the Memorandum, and in subscribing for Units the
undersigned is not relying upon any representations other than those contained
herein or in the Memorandum.
(i) Any information which the undersigned has heretofore furnished
to the Company with respect to his financial position and business experience is
correct and complete as of the date of this Agreement and if there should be any
material change in such information he will immediately furnish such revised or
corrected information to the Company.
5
(j) The undersigned understands and agrees that the certificates for
the Common Stock and Warrants shall bear the following legend until (i) such
securities shall have been registered under the Securities Act and effectively
been disposed of in accordance with a registration statement that has been
declared effective; or (ii) in the opinion of counsel for the Company such
securities may be sold without registration under the Securities Act as well as
any applicable "Blue Sky" or state securities laws:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED,
SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i)
PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH
HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE
SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF
FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE
CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE
CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL
APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW."
(k) The undersigned understands that an investment in the Units is a
speculative investment which involves a high degree of risk and the potential
loss of his entire investment.
(l) The undersigned's overall commitment to investments which are
not readily marketable is not disproportionate to the undersigned's net worth,
and an investment in the Units will not cause such overall commitment to become
excessive.
(m) Notwithstanding Section 4 below, if the undersigned purchases
any Units, the undersigned hereby agrees that for a period commencing on the
date hereof and ending thirteen (13) months following the effective date of the
registration statement (the "Registration Statement") relating to the Company's
public offering of securities, the undersigned will not without the prior
written consent of the Placement Agent, directly or indirectly, issue, offer to
sell, grant an option for the sale of, transfer, assign, hypothecate, pledge,
distribute or otherwise dispose of or encumber (either pursuant to Rule 144 of
the regulations under the Securities Act or otherwise) the Common Stock, or any
securities that may be issued in exchange therefor, registered in the name of or
beneficially owned by the undersigned. Notwithstanding the foregoing, the
Placement Agent has agreed to consent to the sale of the securities underlying
the Units after a period of six (6) months from the effective date of the
Registration Statement relating to the Company's public offering of securities
provided that the Placement Agent has not agreed with The Nasdaq Stock Market,
Inc. or other national securities exchange to withhold such consent. In
addition, the undersigned agrees that for a period of twenty-four (24) months
following the effective date of the Registration Statement, any sales of the
Common Stock, or any securities that may be issued in exchange
6
therefor, shall be made through the Placement Agent. The undersigned further
consents to the placing of legends and stop-transfer orders with the transfer
agent of the Company's securities with respect to any of the Common Stock
registered in the name of the undersigned or beneficially owned by the
undersigned.
(n) The foregoing representations, warranties and agreements shall
survive the Closing.
SECTION 4.
4.1 Piggyback Registration.
If, at any time commencing on the Final Closing and expiring five
(5) years thereafter, the Company proposes to register any of its securities
under the Securities Act (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to
Form S-8 or successor forms) it will give written notice by registered or
certified mail, at least thirty (30) days prior to the filing of each such
registration statement, to the Placement Agent and to the holder(s) (the
"Holders") of the shares of Common Stock and Warrant Shares of its intention to
do so. Upon the written request of any Holder of Common Stock or Warrant Shares
given within ten (10) days after receipt of any such notice of his desire to
include any Common Stock and/or Warrant Shares in such proposed registration
statement, the Company shall afford such Holder(s) of the shares of Common Stock
and Warrant Shares including the opportunity to have any such Common Stock and
Warrant Shares registered under such registration statement.
By execution hereof, the undersigned hereby waives the notice
requirements under Section 4.1 with respect to a registration filed in
connection with an initial public offering of the Company's securities and the
Holder hereby elects to have the Common Stock and the Warrant Shares included in
such registration statement.
Notwithstanding the provisions of this Section 4.1, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 4.1 (irrespective of whether a written request for
inclusion of any such securities shall have been made) to elect not to file any
such proposed registration statement, or to withdraw the same after the filing
but prior to the effective date thereof.
4.2 Demand Registration.
At any time during the five-year period on the Final Closing, if the
Company is subject to the reporting requirements of Section 13 or Section 15(g)
under the Exchange Act of 1934, as amended (the "Exchange Act"), the Holders of
Warrant Shares and Common Stock representing a "Majority" (as hereinafter
defined) of such securities shall have the right (which right is in addition to
the registration rights under Section 4.1 hereof), exercisable by written notice
to the Company, to have the Company prepare and file with the Securities and
Exchange Commission (the "Commission"), on one occasion, a registration
statement and such other documents, including a prospectus, as may be necessary
in the opinion of both counsel for the
7
Company and counsel for the Underwriter, if any, and the Holders, in order to
comply with the provisions of the Securities Act, so as to permit a public
offering and sale of their respective Common Stock and Warrant Shares for
twenty-four (24) consecutive months by such Holders and any other Holders of the
Common Stock and/or Warrant Shares who notify the Company within ten (10) days
after receiving notice form the Company of such request. By execution hereof,
the undersigned hereby waives the notice requirements under Section 4.1 with
respect to a registration statement filed in connection with an initial public
offering of the Company's securities and the Holder hereby elects to have the
Common Stock and the Warrant Shares included in such registration statement.
4.3 Covenants of the Company With Respect to Registration.
In connection with any registration under Sections 4.1 or 4.2
hereof, the Company covenants and agrees as follows:
(a) The Company shall use its best efforts to cause any registration
statement to be declared effective at the earliest possible time, and shall
furnish each Holder desiring to sell Common Stock and/or Warrant Shares such
number of prospectuses as shall reasonably be requested.
(b) The Company shall pay all costs (excluding transfer taxes, if
any, fees and expenses of Holder(s)' counsel and any underwriting or selling
commissions), fees and expenses in connection with all registration statements
filed pursuant to Sections 4.1 or 4.2 hereof including, without limitation, the
Company's legal and accounting fees, printing expenses and blue sky fees and
expenses.
(c) The Company will take all necessary action which may be required
in qualifying or registering the Common Stock and Warrant Shares included in the
registration statement for offering and sale under the securities or blue sky
laws of such states as are requested by the Placement Agent or Holder(s),
provided that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Common Stock
and Warrant Shares to be sold pursuant to any registration statement and each
person, if any, who controls such Holders within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), against any and all loss, claim, damage, expense
or liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them may
become subject under the Securities Act, the Exchange Act or any other statute,
common law or otherwise, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained (x) in such registration
statement (as from time to time amended and supplemented); (y) in any
post-effective amendment or amendments or (z) in any application or other
document or written communication (in this Section 4 collectively called an
"application") executed by the Company or based upon written information
furnished by the Company filed in any jurisdiction in order to qualify the
Common Stock and Warrant Shares
8
under the securities laws thereof or filed with the Securities and Exchange
Commission, any state securities commission or agency, the National Association
of Securities Dealers, Inc., The Nasdaq Stock Market or any securities exchange
or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading, unless such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by the undersigned
expressly for use in such registration statement, any amendment or supplement
thereto or any application, as the case may be. If any action is brought against
the undersigned or any controlling person of the undersigned in respect of which
indemnity may be sought against the Company pursuant to this Section 4, the
undersigned or such controlling person shall within thirty (30) days after the
receipt thereby of a summons or complaint notify the Company in writing of the
institution of such action and the Company shall assume the defense of such
action, including the employment and payment of reasonable fees and expenses of
counsel (reasonably satisfactory to the undersigned or such controlling person)
but the failure to give such notice shall not affect such indemnified person's
right to indemnification hereunder except to the extent that the Company's
defense of such action was materially adversely affected thereby. The
undersigned or such controlling person shall have the right to employ its or
their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of the undersigned or such controlling person unless (i)
the employment of such counsel shall have been authorized in writing by the
Company in connection with the defense of such action; (ii) the Company shall
not have employed counsel to have charge of the defense of such action or (iii)
such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which are different from or additional to
those available to the Company (in which case the Company shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events the fees and expenses of not more than one
additional firm of attorneys for the undersigned and/or such controlling person
shall be borne by the Company. Except as expressly provided above, in the event
that the Company shall not previously have assumed the defense of any such
action or claim, the Company shall not thereafter be liable to the undersigned
or such controlling person in investigating, preparing or defending any such
action or claim. The Company agrees promptly to notify the undersigned of the
commencement of any litigation or proceedings against the Company or any of its
officers, directors or controlling persons in connection with the offering and
sale of the Common Stock and/or Warrant Shares or in connection with such
registration statement.
(e) The Holder(s) of the Common Stock and Warrant Shares to be sold
pursuant to a registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act, against all loss,
claim, damage or expense or liability (including all expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Securities Act, the Exchange Act or
otherwise, arising from written information furnished by or on behalf of such
Holders, or their successors or assigns, for specific inclusion in such
registration statement.
(f) The Company shall furnish to each Holder participating in the
offering
9
and to each underwriter, if any, and the Placement Agent, a signed counterpart,
addressed to such Holder or underwriter, if any, and the Placement Agent, of (i)
an opinion of counsel to the Company, dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under the underwriting
agreement), and (ii) a "cold comfort" letter dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent public auditors who have issued a report on
the Company's financial statements included in such registration statement, in
each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of
such accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities.
SECTION 5.
5.1 Indemnity. The undersigned agrees to indemnify and hold harmless
the Company, its officers and directors, employees and its affiliates and each
other person, if any, who controls any thereof, against any loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any false representation or warranty or breach or failure
by the undersigned to comply with any covenant or agreement made by the
undersigned herein or in any other document furnished by the undersigned to any
of the foregoing in connection with this transaction.
5.2 Modification. Neither this Agreement nor any provisions hereof
shall be modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is
sought.
5.3 Notices. Any notice, demand or other communication which any
party hereto may be required, or may elect, to give to anyone interested
hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a
United States mail letter box, registered or certified mail, return receipt
requested, addressed to such address as may be given herein, or (b) delivered
personally at such address.
5.4 Counterparts. This Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the same
counterpart.
5.5 Binding Effect. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives and
assigns. If the undersigned is more than one person, the obligation of the
undersigned shall be joint and several and the agreements,
10
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his heirs, executors,
administrators and successors.
5.6 Entire Agreement. This Agreement and the documents referenced
herein contain the entire agreement of the parties and there are no
representations, covenants or other agreements except as stated or referred to
herein and therein.
5.7 Assignability. This Agreement is not transferable or assignable
by the undersigned.
5.8 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles.
5.9 Pronouns. The use herein of the masculine pronouns "him" or
"his" or similar terms shall be deemed to include the feminine and neuter
genders as well and the use herein of the singular pronoun shall be deemed to
include the plural as well.
11
ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
IN WITNESS WHEREOF, the undersigned has executed this Agreement on the _______
day of _________,1999.
______________________ X $10,000 Per Unit = $_______________________
Units Subscribed for Purchase Price
Manner in which Title is to be held (Please Check One):
1. [ ] Individual 7. [ ] Trust/Estate/Pension or
Profit Sharing Plan
Date Opened:_______________
2. [ ] Joint Tenants with Right 8. [ ] As a Custodian for
of Survivorship ___________________________
Under the Uniform Gift to
Minors Act of the State of
___________________________
3. [ ] Community Property 9. [ ] Married with Separate
Property
4. [ ] Tenants in Common 10. [ ] Xxxxx
5. [ ] Corporation/Partnership/ 11. [ ] Tenants by the Entirety
Limited Liability Company
6. [ ] XXX
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IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGES 13 AND 15
SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGES 14 AND 16
12
EXECUTION BY NATURAL PERSONS
-------------------------------------------------------------------------------
Exact Name in Which Title is to be Held
------------------------------ ---------------------------------
Name (Please Print) Name of Additional Purchaser
------------------------------ ---------------------------------
Residence: Number and Street Address of Additional Purchaser
------------------------------ ---------------------------------
City, State and Zip Code City, State and Zip Code
------------------------------ ---------------------------------
Social Security Number Social Security Number
------------------------------ ---------------------------------
(Signature) (Signature of Additional Purchaser)
ACCEPTED this day of , 1999 on behalf of the Company.
------ ---------------
BY:
----------------------------------
Name:
Title:
13
EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY
(Corporation, Partnership, Trust, Etc.)
-------------------------------------------------------------------------------
Name of Entity (Please Print)
Date of Incorporation or Organization:
----------------------------------------
State of Principal Offices:
---------------------------------------------------
Federal Taxpayer Identification Number:
---------------------------------------
BY:
---------------------------------
TITLE:
------------------------------
[seal]
Attest:
--------------------------- ------------------------------------
(If Entity is a Corporation)
------------------------------------
Address
------------------------------------
Taxpayer Identification Number
ACCEPTED this day of , 1999 on behalf of the Company.
---- -----------
BY:
--------------------------------
Name:
Title:
14
ACKNOWLEDGMENT FOR INDIVIDUAL
STATE OF _____________________)
) ss.:
COUNTY OF_____________________)
The foregoing instrument was acknowledged before me this ______ day
of _______________, 1999, by __________________.
(SEAL) _______________________________________
Notary Public
My Commission expires: Residing at:
_____________________________ _______________________________________
15
ACKNOWLEDGMENT FOR CORPORATION OR OTHER ENTITY
STATE OF _________________)
) ss.:
COUNTY OF ________________)
The foregoing instrument was acknowledged before me this _______ day of
__________, 1999, by _______________________, a _______________________of
_____________________, a ________________________.
(SEAL) __________________________________
Notary Public
My Commission expires: Residing at:
__________________________ __________________________________
16
