EXHIBIT 13
SUBSCRIPTION AGREEMENT
AND INVESTOR REPRESENTATIONS
I. Subscription
I, Xxxx X. Xxxxxx, hereby subscribe upon the terms set out herein, for
5,000 shares of the common stock, $.001 par value (the "Shares"), of The Xxxxxx
Portfolio, Inc., an Oregon corporation (the "Fund"). I agree to pay for the
Shares at a rate of $10 per Share, for an aggregate purchase price of $50,000,
as and when requested by the Board of Directors of the Fund.
II. Investor Representations
A. I represent that I have such knowledge and experience in financial and
business matters that I am capable of evaluating the merits and risks of an
investment in the Shares. I recognize that the purchase of the Shares is a
long-term investment and that the transfer and sale of the Shares is restricted
by the terms of this Subscription Agreement and by applicable laws and
regulations.
B. I represent that I am acquiring the Shares for my own account as the
sole record and beneficial holder thereof, and there is no agreement,
understanding or arrangement to subdivide, sell, assign, transfer, pledge or
otherwise dispose of all or any part of my interest in the Shares to any other
person or entity, except that I may transfer the Shares to an individual
retirement account (the "XXX") that satisfies the following requirements: (i)
The XXX will be self-directed solely by me; and (ii) I will be the sole
beneficiary of the XXX. By its acceptance of this subscription, the Fund
consents to the transfer of the Shares to
my XXX. I agree that the XXX will be bound by all provisions of this agreement,
including, but not limited to, the restrictions upon further transfer.
C. I represent that I am acquiring the Shares for investment purposes and
without a view to distribution thereof. I agree that all certificates, if any,
evidencing ownership of the Shares will bear substantially the following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933. The securities
have been acquired without a view to distribution and may
not be offered, sold, transferred, pledged or hypothecated
in the absence of an effective registration statement for
the securities under the Act and under any applicable state
securities laws, or an opinion of counsel to the Fund that
registration is not required as to such sale or offer. The
Fund's transfer agent has been ordered to effectuate
transfers of this certificate only in accordance with the
above instruction.
D. I understand and agree that the Fund's transfer agent will be instructed
not to transfer the Shares (except to the XXX) without an opinion of counsel to
the Fund that such transfer does not violate any applicable securities laws.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Subscription Agreement and Investor Representations as of June 29, 1992.
XXXX X. XXXXXX
-----------------------------------------
Xxxx X. Xxxxxx
2
ACCEPTANCE BY THE FUND:
The above Subscription Agreement is accepted by the Fund as of June 29,
1992 and called for payment in accordance with its terms.
THE XXXXXX PORTFOLIO, INC.
By XXX X. XXXXXX
--------------------------------------
Xxx X. Xxxxxx, President
3
SUBSCRIPTION AGREEMENT
AND INVESTOR REPRESENTATIONS
I. Subscription
I, Xxx X. Xxxxxx, hereby subscribe upon the terms set out herein, for 5,000
shares of the common stock, $.001 par value (the "Shares"), of The Xxxxxx
Portfolio, Inc., an Oregon corporation (the "Fund"). I agree to pay for the
Shares at a rate of $10 per Share, for an aggregate purchase price of $50,000,
as and when requested by the Board of Directors of the Fund.
II. Investor Representations
A. I represent that I have such knowledge and experience in financial and
business matters that I am capable of evaluating the merits and risks of an
investment in the Shares. I recognize that the purchase of the Shares is a
long-term investment and that the transfer and sale of the Shares is restricted
by the terms of this Subscription Agreement and by applicable laws and
regulations.
B. I represent that I am acquiring the Shares for my own account as the
sole record and beneficial holder thereof, and there is no agreement,
understanding or arrangement to subdivide, sell, assign, transfer, pledge or
otherwise dispose of all or any part of my interest in the Shares to any other
person or entity, except that I may transfer the Shares to an individual
retirement account (the "XXX") that satisfies the following requirements: (i)
The XXX will be self-directed solely by me; and (ii) I will be the sole
beneficiary of the XXX. By its acceptance of this subscription, the Fund
consents to the transfer of the Shares to
my XXX. I agree that the XXX will be bound by all provisions of this agreement,
including, but not limited to, the restrictions upon further transfer.
C. I represent that I am acquiring the Shares for investment purposes and
without a view to distribution thereof. I agree that all certificates, if any,
evidencing ownership of the Shares will bear substantially the following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933. The securities
have been acquired without a view to distribution and may
not be offered, sold, transferred, pledged or hypothecated
in the absence of an effective registration statement for
the securities under the Act and under any applicable state
securities laws, or an opinion of counsel to the Fund that
registration is not required as to such sale or offer. The
Fund's transfer agent has been ordered to effectuate
transfers of this certificate only in accordance with the
above instruction.
D. I understand and agree that the Fund's transfer agent will be instructed
not to transfer the Shares (except to the XXX) without an opinion of counsel to
the Fund that such transfer does not violate any applicable securities laws.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Subscription Agreement and Investor Representations as of June 29, 1992.
By XXX X. XXXXXX
--------------------------------------
Xxx X. Xxxxxx
2
ACCEPTANCE BY THE FUND:
The above Subscription Agreement is accepted by the Fund as of June 29,
1992 and called for payment in accordance with its terms.
THE XXXXXX PORTFOLIO, INC.
By XXX X. XXXXXX
--------------------------------------
Xxx X. Xxxxxx, President
3
