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EXHIBIT 2.4
Subscription Agreement
Page 33 of 36
Exhibit Index is located at page 4.
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SPECIMEN ONLY - NOT FOR PURCHASES
EXCELSIOR PRIVATE EQUITY FUND II, INC.
SUBSCRIPTION AGREEMENT
Excelsior Private Equity
Fund II, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned, by signing this Subscription Agreement, and subject to
the terms and conditions hereof and the provisions of the Prospectus of
Excelsior Private Equity Fund II, Inc. (the "Company") (the "Prospectus"),
hereby subscribes for shares of common stock (the "Shares") of the Company in
the aggregate investment amount set forth on the reverse side hereof (the
undersigned's "Investment Amount"), and herewith encloses payment in an amount
equal to such Investment Amount. The undersigned understands that such funds
will be held by United States Trust Company of New York as Escrow Agent, and
will be returned promptly, together with any interest earned thereon, to the
undersigned, in the event that at least 100,000 Shares are not subscribed for
and the payments therefor are not made by July 31, 1997 or such other subsequent
date not later than December 31, 1997 as the Managing Investment Adviser and the
Company may determine.
1. Acceptance of Subscription. It is understood and agreed that the
Company shall have the right, in its sole discretion, to accept or reject this
subscription, in whole or in part. Subscriptions need not be accepted in the
order received, and Shares may be allocated in the event of oversubscription.
2. Right to Refund. The undersigned shall have the right to receive a
refund of their investment for a period of five business days from the date
payment for the investment is submitted by the undersigned. Such request may
be made in any fashion but, if made other than in an originally signed and
written communication, must be confirmed with such a communication within 15
business days after the date payment is submitted.
3. Representation and Warranties of the Undersigned. The undersigned
hereby represents and warrants to the Company and UST Financial Services Corp.,
and each officer, director, controlling person, and agent of the Company and
UST Financial Services Corp., that:
(a) the undersigned meets the investor suitability standards
set forth in the Prospectus under "Investor Suitability
Standards;"
(b) if an investment in the Company is being made by a
corporation, partnership, trust, or estate, he/she has
all right and authority, in his/her capacity as an
officer, general partner, trustee, executor, or other
representative of such corporation, partnership, trust,
or estate, as the case may be, to make such decision to
invest in the Shares and to execute and deliver this
Subscription Agreement on behalf of such corporation,
partnership, trust, or estate, as the case may be, and
this Subscription Agreement is a valid and binding
agreement of such corporation, partnership, trust, or
estate, enforceable in accordance with its terms;
(c) the undersigned has reached the age of majority in
higher state of residence;
(d) the undersigned hereby acknowledges that the undersigned
has received and carefully reviewed the Prospectus, as
amended and/or supplemented; and
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(d) if the undersigned is subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), in
making this investment he/she is aware of and has taken
into consideration the prudence, diversification, and
other fiduciary requirements of ERISA and has concluded
that this investment is in compliance with such
requirements.
4. Indemnification. The undersigned hereby agrees to indemnify and
hold harmless the Company and UST Financial Services Corp., each officer,
director, controlling person, and agent of the Company and UST Financial
Services Corp., from and against any and all loss, claim, damage, liability, or
expense, and any action in respect thereof, joint or several, to which any such
person may become subject, due to or arising out of the falsity or inaccuracy of
any representation, warranty or any other information provided herein, together
with all reasonable costs and expenses (including attorneys' fees) incurred by
any such person in connection with any action, suit, proceeding, demand,
assessment, or judgment incident to any of the matters so indemnified against.
5. Survival. All representations and warranties contained in this
Subscription Agreement and the indemnification provisions contained in Section
4 hereof shall survive (i) the acceptance of the subscription, (ii) changes in
the transactions, documents, and instruments described in the Prospectus that
are not material, and (iii) the death or disability of the undersigned.
6. Governing Law. This Subscription Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
Under penalties of perjury, the undersigned certifies that the information
provided on the reverse of this form is true, correct and complete.
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EXCELSIOR PRIVATE EQUITY FUND II, INC.
SUBSCRIPTION AGREEMENT
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INVESTMENT AMOUNT: Purchase Price of $1.000 per Share: minimum subscription
$ Shares is $25,000 (25 Shares)
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Make check payable to U.S. Trust of New York, Escrow Agent for EXCELSIOR PRIVATE EQUITY FUND II, INC., 000 Xxxx 00xx Xxxxxx, X.X.
XX 00000. Checks should be delivered to the Selling Agent together with this Subscription Agreement.
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INDIVIDUAL ACCOUNTS: Complete sections 1, 4, 5 and sign below. CUSTODIAL ACCOUNTS: Complete sections 2, 3, 4, 5 and sign below.
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MANNER IN WHICH TITLE IS TO BE HELD (CHECK ONE)
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(1) INDIVIDUAL ACCOUNTS (2) CUSTODIAL ACCOUNTS
[ ] A. Individual Owner [ ] E. Tenants in common (all [ ] I. XXX [ ] L. Trust (date est.____)
[ ] B. Joint tenants with parties must sign) [ ] X. Xxxxx Plan [ ] M. Pension
right of [ ] F. Tenants by the entirety [ ] K. Uniform Gifts to Minors [ ] N. Profit Sharing
survivorship (both parties must sign) Act
[ ] C. Community property [ ] G. Corporate owner
(both parties [ ] H. Partnership owner State of ___________________
must sign)
[ ] D. Separate property
CUSTODIAN(S) OR TRUSTEE(S) MUST SIGN
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(3) TRUSTEE OR Name of Custodian (Trustee) Account #
CUSTODIAN
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Street or P.O. Box
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City State Zip Phone
( )
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Trustee or Custodian Tax ID Number
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(4) INVESTOR(S) Investor Name Co-Investor Name
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Xxxxxx xx X.X. Xxx
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Xxxx Xxxxx Zip Phone
( )
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Legal State of Residency (if different from above) U.S. Citizen
[ ] Yes [ ] No
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Social Security or Tax ID Number for IRS Reporting
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(5) DISTRIBUTION Name of Custodian (Trustee) Account #
ADDRESS IF
DIFFERENT FROM ------------------------------------------------------------------------------------------------------------
ADDRESS ABOVE Street or P.O. Box
(Distributions for
Custodial Accounts ------------------------------------------------------------------------------------------------------------
Will be Sent to The City State Zip Phone
Custodian) ( )
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Trustee or Custodian Tax ID Number
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I certify, under penalties of perjury, that (1) the tax identification number shown on this application is correct and (2) I am NOT
currently under IRS notification that part of my dividend and interest income is to be withheld as a result of my failure to report
all dividend and interest income on my income tax return - i.e. backup withholding.
(Strike the word "NOT" above if you received IRS notification.)
SIGNATURE(S): Please read the reverse before signing; names must be signed exactly as registered above; each investor is required
to sign his/her/us own Subscription Agreement unless signed by a trustee or custodian.
Investor's Signature Date
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Co-Investor's Signature Date
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Trustee or Custodian's Signature Date
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THE SELLING AGENT MUST SIGN BELOW TO COMPLETE THE ORDER
I had reasonable grounds to believe, on the basis of information obtained from the subscriber concerning his/her age, investment
objectives, other investments, financial situations and needs, and any other information known by me, including said subscriber's
recognizable capacity to understand the important aspects and risks of the investment, that (i) the subscriber is or will be in a
financial position appropriate to enable him/her to realize to a significant extent the benefits described in the Prospectus;
(ii) the subscriber has a fair market net worth sufficient to sustain the risks inherent in and investment in the Company,
including loss of investment and lack of liquidity; and (iii) the Company is otherwise suitable for the subscriber. I further
certify that I have informed the subscriber of all pertinent facts relating to the liquidity and marketability of the Shares during
the term of the Company. I also warrant that I am exempt from licensing or duly licensed, as appropriate, and may lawfully sell the
Shares in the state designated as the subscriber's residence.
Name Address
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City State Zip Phone
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[Licensed Firm Name] (Firm's Headquarters Mailing Address)
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[City] State Zip Phone
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Signature
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