EXHIBIT 1.3.3
BANNER HOLDING CORP.
SUBSCRIPTION AGREEMENT
Banner Holding Corp.
000 X. X.X. Xxxxxxx Xxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. X'Xxxxx
Dear Xx. X'Xxxxx:
1. APPLICATION. The undersigned, intending to be legally bound, hereby
subscribes for __________________________________________________ (_________)
shares (the "Shares") of Common Stock, $0.01 par value per share (the "Stock"),
of Banner Holding Corp., a Florida corporation (the "Company"), at a purchase
price of twenty five cents ($0.25) per Share. The undersigned acknowledges that
this subscription may be accepted or rejected in whole or in part by the Company
in its sole discretion and that this subscription is and shall be irrevocable
unless the Company rejects it.
2. REPRESENTATIONS AND WARRANTIES. The undersigned represents and warrants
as follows:
(a) The undersigned has relied solely on the information contained
in that certain Prospectus dated _________________, 1999 which the undersigned
has carefully reviewed. No oral representations have been made or oral
information furnished to the undersigned in connection with this subscription
which were in any way inconsistent with the Prospectus. The undersigned and its
advisors have had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Shares.
(b) The undersigned has been supplied with or has sufficient access
to all information, including financial statements and other financial
information of the Company, and has been afforded an opportunity to ask
questions of and receive answers from officers of the Company concerning
information to which a reasonable investor would attach significance in making
investment decisions.
(c) The undersigned has such knowledge and experience in financial,
tax and business matters so as to enable it to utilize the information made
available to it in connection with the offering of the Shares to evaluate the
merits and risks of an in vestment in the Shares and to make an informed
investment decision with respect thereto.
(d) The undersigned is not relying on the Company with respect to
the tax and other economic considerations of an investment in the Shares, and
the undersigned has relied on the advice of, or has consulted with, only the
undersigned's own advisors.
(e) The undersigned has full right and power to perform pursuant to
this Subscription Agreement and make an investment in the Company and, if the
undersigned is an entity, is authorized and otherwise duly qualified to purchase
and hold the Shares and to enter into this Agreement.
(f) The undersigned maintains its domicile, and is not merely a
transient or temporary resident, at the residence address shown on the signature
page hereto.
(g) The representations, warranties and agreements contained herein
and in the related Investor Qualification Questionnaire are true and correct as
of the date hereof and may be relied upon by the Company, and the undersigned
will notify the Company immediately of any adverse change in any such
representations and warranties which may occur prior to the acceptance of the
subscription and will promptly send the Company written confirmation thereof.
The representations, warranties and agreements of the undersigned contained
herein shall survive the execution and delivery of this Agreement and the
purchase of the Shares.
3. INVESTOR STATUS. The undersigned further represents and warrants as
indicated below by the undersigned's initials:
(a) INDIVIDUAL INVESTORS: (Initial one or more of the following four
statements):
____________ (i) I certify that I AM an accredited investor because I have had
individual income (exclusive of any income earned by my spouse) of more than
$200,000 in 1997 and 1998 and I reasonably expect to have an individual income
in excess of $200,000 in 1999.
____________ (ii) I certify that I AM an accredited investor because I have had
joint income with my spouse in excess of $300,000 in 1997 and 1998 and I
reasonably expect to have joint income with my spouse in excess of $300,000 in
1999.
____________ (iii) I certify that I AM an accredited investor because I have an
individual net worth, or my spouse and I have a joint net worth, in excess of
$1,000,000.
____________ (iv) I certify that I am NOT an accredited investor.
(b) PARTNERSHIPS, CORPORATIONS, TRUSTS AND OTHER ENTITIES: (Initial
one of the following three statements):
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(i) the undersigned hereby certifies that IT IS an accredited
investor because it is:
__________________ (A) an employee benefit plan whose total assets exceed
$5,000,000;
__________________ (B) an employee benefit plan whose investment decisions are
made by a plan fiduciary which is either a bank, savings and loan association or
an insurance company (as defined in Section 3(a) of the Securities Act) or an
investment adviser registered as such under the Investment Advisers Act of 1940;
__________________ (C) a self-directed employee benefit plan, including an
Individual Retirement Account, with investment decisions made solely by persons
that are accredited investors;
__________________ (D) an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, not formed for the specific purpose
of acquiring the Shares, with total assets in excess of $5,000,000;
__________________ (E) any corporation, partnership or Massachusetts or similar
business trust, not formed for the specific purpose of acquiring the Shares,
with total assets in excess of $5,000,000; or
__________________ (F) a trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a person who has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares.
_____________ (ii) the undersigned hereby certifies that IT IS an accredited
investor because it is an entity in which each of the equity owners qualifies as
an accredited investor under items a(i), (ii) or (iii) or item b(i) above.
____________ (iii) the undersigned hereby certifies that it is not an accredited
investor.
4. INDEMNIFICATION. The undersigned agrees to indemnify and hold the
Company and its agents, representatives and employees harmless from and against
all liability, damage, loss, cost and expense (including reasonable attorneys'
fees) which they may incur by reason of the failure of the undersigned to
fulfill any of the terms or conditions of this Agreement, or by reason of any
inaccuracy or omission in the information furnished by the undersigned herein
or any breach of the representations and warranties made by the undersigned
herein or in any document provided by the undersigned to the Company.
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5. MISCELLANEOUS.
(a) This Agreement has been duly and validly authorized, executed
and delivered by the undersigned and constitutes the valid, binding and
enforceable agreement of the undersigned. If this Agreement is being completed
on behalf of an entity it has been completed and executed by an authorized
party.
(b) The Prospectus, this Agreement and any documents referred to
herein constitute the entire agreement between the parties hereto with respect
to the subject matter hereof and together supersede all prior discussions or
agreements in respect hereof.
(c) Within five (5) days after receipt of a written request from the
Company, the undersigned agrees to provide such information, to execute and
deliver such documents and to take, or forbear from taking, such actions or
provide such further assurances as reasonably may be necessary to correct any
errors in documentation or to comply with any and all laws to which the Company
is subject or to effect the terms of the Prospectus.
(d) The Company shall be notified immediately of any change in any
of the information contained above occurring prior to the undersigned's purchase
of the Shares or at any time thereafter for so long as the undersigned is a
holder of the Shares.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this ___ day of ____________, 1999.
________________________________________
(Signature of subscriber)
PRINT NAME:_____________________________
COMPANY NAME (IF APPLICABLE):
________________________________________
TITLE OF SIGNER (IF APPLICABLE):
________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL
SECURITY NO.:_________________________
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RESIDENCE OR BUSINESS ADDRESS:
________________________________________
Street
________________________________________
City State Zip
MAILING ADDRESS (If different from business
address):
________________________________________
Street
________________________________________
City State Zip
ACCEPTED AND AGREED TO:
BANNER HOLDING CORP.
By:___________________________
Name:______________________
Title:_____________________
Date: _______________, 1999
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