1
Exhibit 10.3
SUBSCRIPTION AGREEMENT
Dated: November 28, 2000
AMN Holdings, Inc.
00000 Xx Xxxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Gentlemen:
1. The undersigned hereby subscribes for 13,538.5 shares of
Common Stock, par value of One Cent ($.01) a share, of AMN Holdings, Inc., a
Delaware corporation (the "Corporation"). Payment therefor will be made in cash
for an aggregate consideration of $4,440,000.
2. The shares subscribed for hereunder (the "Shares"), when
issued, shall be fully paid and non-assessable and the certificates therefor
shall so state.
3. The undersigned hereby:
3.1 represents and warrants that the undersigned has
such knowledge and experience in financial and business matters that the
undersigned is capable of utilizing the information that is available to the
undersigned concerning the Corporation to evaluate the risks of investment in
the Corporation;
3.2 acknowledges that the undersigned has been
advised that the Shares have not been registered under the Securities Act of
1933, as amended (the "Act") and, accordingly, that the undersigned may not be
able to sell or otherwise dispose of the Shares when the undersigned wishes to
do so;
2
2
3.3 represents and warrants that the Shares are being
purchased by the undersigned for the undersigned's own sole benefit and account
for investment and not with a view to, or for resale in connection with, a
public offering or distribution thereof;
3.4 agrees that the Shares will not be resold (a)
without registration thereof under the Act (unless an exemption from such
registration is available) or (b) in violation of any law;
3.5 consents that the certificate or certificates
representing the Shares may be impressed with a legend indicating that the
Shares are not registered under the Act and reciting that transfer thereof is
restricted; and
3.6 consents that stop transfer instructions in
respect of the Shares may be issued to any transfer agent, transfer clerk or
other agent at any time acting for the Corporation.
Very truly yours,
BANCAMERICA CAPITAL INVESTORS SBIC I,
L.P.
By: /s/ BancAmerica Capital Investors SBIC I, L.P.
----------------------------------------------
Name:
Title:
Accepted: As of November 28, 2000
AMN HOLDINGS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
