EXHIBIT 4(c)
SUBSCRIPTION AGREEMENT
INSTRUCTIONS FOR GIFT SHARE DONEES
One of our officers has offered to give you _______ shares of our common
stock. You will not be expected or permitted to give our officer any money,
property or other valuable consideration in connection with this gift. In order
to receive the shares you must execute either a paper or an electronic copy
of the Gift Acceptance Certificate set forth below.
IF SHARES WILL BE ISSUED TO MORE THAN ONE MEMBER OF YOUR FAMILY, A
SEPARATE GIFT ACCEPTANCE CERTIFICATE MUST BE COMPLETED FOR EACH FAMILY
MEMBER.
GIFT ACCEPTANCE CERTIFICATES FOR GIFTS TO MINOR CHILDREN MUST BE
EXECUTED BY A PARENT OR LEGAL GUARDIAN ACTING AS CUSTODIAN FOR THE CHILD.
Paper Execution: If you want to execute a paper copy of the Gift Acceptance
Certificate you must:
* Make a photocopy of the Gift Acceptance Certificate and complete all
required information;
* Sign the Gift Acceptance Certificate in the space indicated; and
* Mail the executed Gift Acceptance Certificate to:
Broad Street Investment VIII, Inc.
c/o Frontier Bank, Corporate Trust Group
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Electronic Execution: If you would rather execute an electronic version
of the Gift Acceptance Certificate you must:
o Log-on to the electronic Gift Acceptance Certificate on our Internet
website at: xxx.xxxxxxxxxxxxxxxx.xxx/xxxxxxxxxx/xxxx.xxxx
o Follow the on-line instructions and complete all required information;
and
o Electronically sign the Gift Acceptance Certificate in the space
indicated.
BROAD STREET INVESTMENT VIII, INC.
GIFT ACCEPTANCE CERTIFICATE
Broad Street Investment VIII, Inc.
Frontier Bank
Corporate Trust Group
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Gentlemen,
1. ________________________, an officer of Broad Street Investment VIII, Inc.
(the "Company"), has advised me in writing of his or her intent to transfer
______ shares of the Company's common stock to me as a gift. I understand
that I will not be asked to transfer any money, property or other valuable
consideration to the above-named officer of the Company or to any other person
in connection with the transfer of shares. I also understand that I must
execute a copy of this Gift Acceptance Certificate as a condition to the
transfer of the shares to my name.
2. I have received and reviewed a copy of the Company's prospectus dated
________________, 2002. I understand that:
(a) The Company is a "blank check company," as defined in Securities and
Exchange Commission Rule 419, and the gifting distribution is
subject to the requirements of Rule 419.
(b) The Company's officers will give a total of 310,000 shares of our
common stock to individuals and organizations selected by them (the
"Donees"). Each donee will receive between 2,500 and 200 shares
and will be subject to the resale restrictions described in the
prospectus.
(c) The Company will deposit all certificates for the shares in escrow
with Frontier Bank. The stock certificates deposited in
the Rule 419 escrow will be registered in my name and held in trust
for my benefit until the Company negotiates a business combination
and complies with the disclosure, reconfirmation and closing
requirements of Rule 419.
(d) I will be required to retain ownership of at least 100 shares
until the earlier of six months after the completion of a business
combination or the listing of the combined companies' stock on
Nasdaq.
(e) THE COMPANY'S Shares are EXTREMELY speculative AND ITS BUSINESS PLAN
involves a VERY high degree of risk.
3. I understand that if the Company fails to negotiate a business combination
within 18 months from the date of the prospectus, the board of directors will
promptly liquidate the Company. In such an event, I will only receive a
distribution equal to my pro rata share of the Company's remaining assets,
if any.
4. I understand that if the Company negotiates a business combination, I will be
sent an updated prospectus that provides a detailed description of the proposed
transaction and the other information required by Rule 419. The updated
prospectus will be sent to me within 5 business days after the effective date of
the post-effective amendment to the Company's registration statement. I will
then be given not less than 20 days nor more than 45 days to decide whether I
want to:
(a)Approve the proposed transaction and remain a stockholder of the
Company, or
(b)Reject the proposed transaction and instruct the escrow agent to return my
shares to the officer identified above.
5. If I elect to remain a stockholder of the Company, I will execute a written
reconfirmation certificate and send the executed reconfirmation certificate to
the escrow agent within the reconfirmation period specified in the updated
prospectus. If the escrow agent does not receive an executed reconfirmation
certificate from me within the time period specified in the updated prospectus,
the escrow agent will return my shares to the officer identified above.
6. Even if I elect to remain a stockholder of the Company, my decision will be
subject to the reconfirmation threshold specified in the Company's updated
prospectus. I understand that if a sufficient number of other donees do not
also execute reconfirmation certificates within the period specified in
the updated prospectus, the escrow agent will return all gifted shares to the
Company's officers.
7. If I elect to remain a stockholder of the Company and the reconfirmation
threshold specified in the Company's updated prospectus is met, the escrow agent
will mail my stock certificates to me within 5 business days after the escrow
agent receives a notice from the Company that a business combination has been
completed and all other conditions to the release of my stock certificates have
been satisfied. I understand that when the escrow agent delivers my shares, I
will receive two stock certificates: one for 100 shares and a second for ______
shares. I understand that the certificate for 100 shares will be imprinted with
a restrictive legend that describes the applicable limitations on transfer.
8. I understand that this Gift Acceptance Certificate does not impose any
legal obligations on me, but constitutes a valid unilateral contract that is a
legally binding obligation of the officer identified above. I understand that
the gift evidenced hereby is subject to all of the conditions set forth herein,
and no others.
9. Subject to all of the foregoing, I hereby accept the above named officer's
gift of _____ shares of the Company's common stock. I have executed this Gift
Acceptance Certificate on the date set forth below and forwarded the
executed Gift Acceptance Certificate to the escrow agent.
Executed in the City of _________________, State of ________________
this ___ day of ___________, 2002
_______________________________
(Signature of Donee)
GENERAL REGISTRATION INFORMATION
Please register my shares as follows
____________________________________________
(Name of Registered Owner)
____________________________________________
(Social Security or Federal Tax I.D. Number)
____________________________________________
(Street Address)
____________________________________________
(City, State, Zip Code)
____________________________________________
(Telephone, including area code)
____________________________________________
(e-mail address)
ADDITIONAL REGISTRATION INFORMATION
FOR STOCK GIFTS TO MINOR CHILDREN
Please register the shares under the Uniform Gifts to Minors Act as follows:
_________________________________, as custodian for
_________________________________
under the Uniform Gifts to Minors Act of the State of
_________________________________.
**********
SUBSCRIPTION AGREEMENT
(NON-DONEE)
Document is copied.
Broad Street Investment VIII, Inc.
000 Xxxxx Xxxxxx, xxxxx 000
Xxxxxxxxxxx, XX 00000
Gentlemen:
The undersigned irrevocably subscribe(s) for and agree(s) to purchase shares
of common stock, no par value per share ("Common Stock"), of Broad Street
Investment VIII, Inc. ("Company"), to be registered in the name(s) of the
undersigned at the address appearing below. Delivered concurrently herewith is
payment in full of $________ for ________ shares of the Common Stock
subscribed for, at the price of $__.__ per share (checks made payable to
"Broad Street Investment VIII, Inc.").
The undersigned agree(s) that the Company has the right to reject this
subscription for any reason and that, in the event of rejection, all funds
delivered herewith will be promptly returned, without interest or deduction,
unless the Company receives interest on such bank account, in which case
interest will be paid in the amount received from the bank.
(I) WITHHOLDING CERTIFICATION
Each of the undersigned certifies under penalty of perjury that:
(1) The Social Security Number or other Federal Tax I.D. Number entered below
is correct.
(2) The undersigned is not subject to backup withholding because:
(a) The IRS has not informed the undersigned that he/she/it is subject to
backup withholding.
(b) The IRS has notified the undersigned that he/she/it is no longer
subject to backup withholding.
NOTE: If this statement is not true and you are subject to backup withholding,
strike out section
(II). REGISTRATION OF SECURITIES
Common Stock is to be registered as indicated below.
(Please type or print.)
-------------------- ----------------------- ----------------------------
Name(s) Social Security or Federal Tax ID Number(s)
---------------------------------------------- ----------------------------
Street Address Telephone Number
-------------------- --------------------- -------------------
City, State, Zip Code
34 100 OWNERSHIP:
[ ] Individual [ ] Marital Property
[ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common
[ ] Corporation [ ] Partnership
[ ] Trust [ ] IRA/Qualified Plan
[ ] Other
If Common Stock is to be registered jointly, all owners must sign. For
IRAs/Qualified Plans, the trustee must sign. Any registration in the names of
two or more co-owners will, unless otherwise specified, be as joint tenants
with rights of survivorship and not as tenants in common. Each subscriber
certifies that he/she/it has full capacity to enter into this Agreement. This
subscription is subject to acceptance by the Company and will not be accepted
unless accompanied by payment in full.
SUBSCRIBER SIGNATURES
INDIVIDUALS
(All proposed record holders must sign.)
Dated: _________________________
_____________________________ __________________________
(Signature) (Signature)
_____________________________ __________________________
(Print or Type Name) (Print or Type Name)
CORPORATIONS, PARTNERSHIPS, TRUSTS AND IRAS/QUALIFIED PLANS
(Certificate of Signatory must be completed.)
Dated: _________________________
-----------------------------------
(Print or Type Name of Entity)
___________________________________
By:
(Signature of Authorized Representative)
CERTIFICATE OF SIGNATORY
I, _____________________, (Print or Type Name of Authorized Representative)
am the __________________________________________ (Print or Type Title or
Position) of ____________________________________ ("Entity"). (Print or Type
Name of Subscribing Entity) I certify that I am fully authorized and empowered
by the Entity to execute this Subscription Agreement and to purchase Common
Stock, and that this Subscription Agreement has been duly executed by me on
behalf of the Entity and constitutes a valid and binding obligation of the
Entity in accordance with its terms.
________________________________________
(Signature of Authorized Representative)
SALES AGENT
Name of Selected Placement Agent: _______________________________
Name of Registered Representative: _______________________________
ACCEPTANCE
Subscription
[ ] accepted [ ] rejected as of ______________________, 2002.
BROAD STREET INVESTMENT VIII, INC.
By: ____________________________________
(Signature of Authorized Officer)
