SUBSCRIPTION AGREEMENT
Exhibit 2.(p)(i)
WHEREAS, there has been organized under the laws of the State of Delaware, a statutory trust known as the Alpine Global Premier Properties Fund (the “Fund”).
WHEREAS, the Fund has been organized for the purposes of engaging in any lawful act or activity for which statutory trusts may be organized under the Delaware Statutory Trust Act.
WHEREAS, the Fund is authorized to issue an unlimited number of shares of beneficial interest, no par value per share (the “Common Shares”).
WHEREAS, a group consisting of Alpine Xxxxx Capital Investors, LLC (“Alpine”), Xxxxxx X. Xxxxxx for himself and a non-profit entity controlled by him, Xxxxxxx X. Xxxxxx for himself and a non-profit entity controlled by him and Xxxxxxxxx X. Xxxxxx (collectively, the “Alpine Subscriber Group”) desires to subscribe for and agrees to purchase the number of Common Shares set forth opposite their names at an initial subscription price of $19.10 per Common Share for the dollar amounts set opposite their names below.
WHEREAS, Alpine is purchasing its Shares for the purpose of bonusing 200 shares to each of certain of its employees at the closing of the Fund’s initial public offering.
WHEREAS, each of the parties named below desires to hereby appoint Alpine as its true and lawful representative and attorney-in-fact, in its name, place and stead to vote such Common Shares with respect to those matters requiring shareholder approval prior to and including the closing of the initial public offering of the Common Shares.
NOW, THEREFORE, as of the date hereof, each of the undersigned hereby subscribes for and agrees to purchase the number of shares of Common Shares opposite his or her name at an initial subscription price of $19.10 per share and agrees to pay the dollar amount set opposite his or her name therefor.
|
Name of Investor |
|
Number of Common Shares |
|
Dollar Amount |
|
||
|
Alpine Xxxxx Capital Investors, LLC |
|
|
3,664.92 |
|
$ |
70,000.00 |
|
|
Xxxxxxx Foundation |
|
|
26,178.01 |
|
$ |
500,000.00 |
|
|
Xxxxxxxxx X. Xxxxxx |
|
|
52,356.02 |
|
$ |
1,000,000.00 |
|
|
Xxxxxx X. Xxxxxx |
|
|
26,178.01 |
|
$ |
500,000.00 |
|
|
Xxxxxxx X. Xxxxxx |
|
|
52,356.02 |
|
$ |
1,000,000.00 |
|
|
The Essel Foundation, Inc. |
|
|
52,356.02 |
|
$ |
1,000,000.00 |
|
|
Total |
|
|
213,089.00 |
|
$ |
4,070.000.00 |
|
The subscription hereunder share be payable at such time or times as the Board of Trustees of the Fund may determine, and the shares of stock subscribed for hereunder shall be issued at the time payment is received therefore.
Dated as of the 16th day of March, 2007.
|
ALPINE XXXXX CAPITAL INVESTORS, LLC |
|||||
|
|
|
||||
|
|
|
||||
|
|
By: |
/s/ Xxxxxx X. Xxxxxx |
|
||
|
|
|
Name: |
Xxxxxx X. Xxxxxx |
||
|
|
|
|
Managing Member of Alpine Xxxxx XX, LLC, the General Partner of Alpine Xxxxx, XX, as the Sole Member of Alpine Xxxxx Capital Investors, LLC |
||
Each of the parties named below as members of the Alpine Subscriber Group hereby appoints Alpine as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, acknowledge, swear to and vote any instrument or document of any kind necessary or desirable to accomplish the business, purpose and objectives of the Fund or required by any applicable federal, state or local law.
This power of attorney is irrevocable, and shall survive and shall not be affected by the subsequent death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the undersigned; provided, however, that this power of attorney will automatically terminate immediately following the closing of the initial public offering of the Common Shares.
|
XXXXXXX FOUNDATION |
XXXXXXX X. XXXXXX |
|||
|
/s/ Xxxxxx X. Xxxxxx |
|
/s/ Xxxxxxx X. Xxxxxx |
|
|
|
By: |
Xxxxxx X. Xxxxxx |
By: Xxxxxxx X. Xxxxxx |
||
|
Title: |
Vice President |
|
|
|
|
XXXXXXXXX X. XXXXXX |
THE XXXXX FOUNDATION, INC. |
||||
|
/s/ Xxxxxxxxx X. Xxxxxx |
|
/s/ Xxxxxxx X. Xxxxxx |
|
||
|
By: |
Xxxxxxxxx X. Xxxxxx |
By: |
Xxxxxxx X. Xxxxxx |
||
|
|
|
|
Title: |
Director |
|
|
XXXXXX X. XXXXXX |
||
|
/s/ Xxxxxx X. Xxxxxx |
|
|
|
By: |
Xxxxxx X. Xxxxxx |
|
Accepted as of
March 16, 2007
ALPINE GLOBAL PREMIER PROPERTIES FUND
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
Name: |
Xxxxxxx X. Xxxxx |
||
|
Title: |
Vice President and Treasurer |
||
