Exhibit 10.3
SUBSCRIPTION AGREEMENT
Sandalwood Lodging Investment Corporation
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Up to 11,752,688 Shares -- $20.00 per Share
Minimum Purchase -- 500 Shares ($10,000)
150 Shares ($3,000) for IRAs
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PLEASE READ CAREFULLY this Subscription Agreement and the Notices (on the back
of the Agreement) before completing this document. TO SUBSCRIBE FOR SHARES,
complete and sign, where appropriate, and deliver this Subscription Agreement,
along with your check, to U.S. Bank National Association, Escrow Agent. YOUR
CHECK SHOULD BE MADE PAYABLE TO:
U.S. Bank National Association Escrow Agent
ALL ITEMS ON THIS SUBSCRIPTION AGREEMENT MUST BE COMPLETED IN ORDER FOR
YOUR SUBSCRIPTION TO BE PROCESSED.
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Overnight Packages Regular Mail Packages
Attn: [Name] Attn: [Name]
[Address] [Address]
For Telephone Inquiries:
Emerald Bay Capital Management, LLC
[Telephone]
1. INVESTMENT
This subscription is in the amount of $___________ for the purchase of
___________ Shares of Sandalwood Lodging Investment Corporation ($20.00 per
Share). The minimum initial subscription is 500 Shares ($10,000); 150 Shares
($3,000) for IRAs (except in states with higher minimum purchase requirements).
|_| ADDITIONAL PURCHASE
|_| REINVESTMENT PLAN - Investor elects to participate in Plan (See prospectus
for details.)
2. SUBSCRIBER INFORMATION
Name (1st)___________________ |_| M |_| F Date of Birth (MM/DD/YY)__________
Name (2nd)___________________ |_| M |_| F Date of Birth (MM/DD/YY)__________
Address_________________________________________________________________________
City___________________________________ State___________ Zip Code_______________
Custodian Account No._____________________ Daytime Phone # (___)________________
|_| U.S. Citizen |_| Resident Alien |_| Foreign Resident Country_____________
|_| Check if Subscriber is a U.S. citizen residing outside the U.S.
Income Tax Filing State____________________________________________
ALL SUBSCRIBERS: State of Residence of Subscriber/Plan Beneficiary (required)
Taxpayer Identification Number: For most individual taxpayers, it is their
Social Security number. Note: If the purchase is in more than one name, the
number should be that of the first person listed. For IRAs, Keoghs and pension
plans, enter both the Social Security number and the custodian taxpayer
identification number.
You must provide your social security number to avoid backup withholding. Under
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code, payers are
required to withhold 20% from all taxable interest, dividend and certain other
payments on accounts which do not reflect a certified social security number of
tax identification number. This is referred to as "backup" withholding. "Backup"
withholding is not an additional tax or penalty. Any amount withheld from your
account may be used as a credit against your federal income tax.
Taxpayer ID#_____ - ______ - ______ Social Security #_____ -_____ - ____
Taxpayer ID#_____ - ______ - ______ Social Security #_____ -_____ - ____
3. INVESTOR MAILING ADDRESS
For the Subscriber of an XXX, Xxxxx, or pension plan to receive informational
mailings, please complete if different from address in Section 2.
Name____________________________________________________________________________
Address_________________________________________________________________________
City ____________________________ State _______________ Zip Code___________
Daytime Phone___________________________________________________________________
4. DIRECT DEPOSIT ADDRESS
Investors requesting direct deposit of distribution checks to another financial
institution or mutual fund, please complete below. In no event will the Company
or its Affiliates be responsible for any adverse consequences of direct deposit.
Company_________________________________________________________________________
Address_________________________________________________________________________
City ____________________________ State _______________ Zip Code___________
Account No.________________________ Phone #______________________________
5. FORM OF OWNERSHIP
(Select only one)
|_| INDIVIDUAL-one signature required
|_| HUSBAND AND WIFE, AS COMMUNITY PROPERTY- two signatures required
|_| TENANTS IN COMMON-two signatures required
|_| TENANTS BY THE ENTIRETY-two signatures required
|_| S-CORPORATION
|_| C-CORPORATION
|_| XXX-custodian signature required
|_| XXXX XXX-custodian signature required
|_| SEP-custodian signature required
|_| TAXABLE TRUST
|_| TAX-EXEMPT TRUST
|_| JOINT TENANTS WITH RIGHT OF SURVIVORSHIP-all parties must sign
|_| A MARRIED PERSON/SEPARATE PROPERTY-one signature required
|_| XXXXX (H.R.10)-trustee signature required
|_| CUSTODIAN-custodian signature required
|_| PARTNERSHIP
|_| NON-PROFIT ORGANIZATION
|_| PENSION PLAN-trustee signature(s) required
|_| PROFIT SHARING PLAN-trustee signature(s) required
|_| CUSTODIAN UGMA-STATE of _________ -custodian signature required
|_| CUSTODIAN UTMA-STATE of _________ -custodian signature required
|_| ESTATE-Personal Representative signature required
|_| REVOCABLE GRANTOR TRUST-grantor signature required
|_| IRREVOCABLE TRUST-trustee signature required
6. SUBSCRIBER REPRESENTATIONS
The Subscriber(s) hereby represent as follows (Subscriber(s) must initial each
representation):
Initials ___ Subscriber(s) is purchasing the Shares for his or her own account.
Initials ___ Subscriber(s) has received a copy of the Prospectus.
7. SUBSCRIBER SIGNATURES
If the Subscriber(s) is executing the Subscriber Signature Page, the Subscriber
(i) understands that, BY EXECUTING THIS AGREEMENT A SUBSCRIBER DOES NOT WAIVE
ANY RIGHTS HE/SHE MAY HAVE UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 OR UNDER ANY STATE SECURITIES LAW and (ii) under the
penalties of perjury, certifies that the information provided in Section 2 is
true, correct and complete and that he/she is not subject to back-up withholding
under the provisions of Section 3406 (a)(1)(C) of the Internal Revenue Code:
X
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Signature of 1st Subscriber Date
X
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Signature of 2nd Subscriber Date
SIGNATURE PAGE
FOR TRUST INVESTORS
________________________________________________
Name of Trust (Please print or type)
________________________________________________
Name of Trustee (Please print or type)
________________________________________________
Date Trust was formed
By______________________________________________
Trustee's Signature
Taxpayer Identification Number:_________________
Trustee's Address: ___________________________
___________________________
___________________________
Attention:_________________
SIGNATURE PAGE
FOR CORPORATE INVESTORS
________________________________________________
Name of Corporation (Please print or type)
By______________________________________________
Signature of Authorized Officer, Title
______________________________________________
Name (Please print or type)
Taxpayer Identification Number:_________________
Corporate Address: _______________________________
_______________________________
_______________________________
Mailing Address (if different):
_______________________________
_______________________________
Attention:_____________________
SIGNATURE PAGE
FOR PARTNERSHIP INVESTORS
________________________________________________
Name of Partnership (Please print or type)
By______________________________________________
Signature of a General Partner
______________________________________________
Name (Please print or type)
By______________________________________________
Signature of Additional General Partner
(if required by partnership agreement)
______________________________________________
Name (Please print or type)
By______________________________________________
Signature of Additional General Partner
(if required by partnership agreement)
______________________________________________
Name (Please print or type)
Taxpayer Identification Number:_________________
Partnership's Address: _________________________
_________________________
_________________________
8. BROKER/DEALER INFORMATION
Broker/Dealer NASD Firm Name: Emerald Bay Capital Management, LLC
Registered Representative_______________________________________________________
Branch Mail Address_____________________________________________________________
City_________________________________ State_____________ Zip Code_____________
Phone #______________________ Fax #______________________
Shipping Address________________________________________________________________
City_________________________________ State_____________ Zip Code_____________
|_| Telephonic Subscriptions (check here): If the Registered Representative and
Branch Manager are executing the signature page on behalf of the Subscriber,
both must sign below. [NOTE: Not to be executed until Subscriber(s) has (have)
acknowledged receipt of final prospectus.] Telephonic subscriptions may not be
completed for XXX accounts.
|_| Registered Investment Advisor (RIA) (check here): This investment is made
through the RIA in its capacity as a RIA and not in its capacity as a Registered
Representative, if applicable. If an owner or principal or any member of the RIA
firm is a NASD licensed Registered representative affiliated with a
Broker/Dealer, the transaction should be conducted through that Broker/Dealer,
not through the RIA.
PLEASE READ CAREFULLY THE REVERSE SIDE OF THIS SIGNATURE PAGE AND SUBSCRIPTION
AGREEMENT BEFORE COMPLETING
X
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Principal, Branch Manager or Date Print or Type Name of
Other Authorized Signature Person Signing
X
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Registered Representative/ Date Print or Type Name of
Investment Advisor Signature Person Signing
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Make check payable to : U.S. BANK NATIONAL ASSOCIATION, ESCROW AGENT
Please remit check and For Overnight Delivery, For Office
Subscription Agreement to: please send to: Use Only***
U.S. Bank National Association U.S. Bank National Association Sub.#__________
Admit Date_____
ATTN: Investor Services Attn: Investor Services Amount_________
[Address] [Address] Region_________
Telephone number: Telephone number: RSVP #_________
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NOTICE TO ALL INVESTORS:
(a) The purchase of Shares by an XXX, Xxxxx, or other tax-qualified pension plan
does not, by itself, create the plan.
(b) The Company, in its sole and absolute discretion, may accept or reject the
Subscriber's subscription which if rejected will be promptly returned to the
Subscriber, without interest. Non-U.S. subscribers (as defined in the
Prospectus) will be admitted as stockholders with the approval of the Advisor.
(c) EXCEPT AS PROVIDED IN THIS NOTICE, THE NOTICE BELOW, AND IN THE PROSPECTUS,
THE SUBSCRIBER WILL NOT BE ENTITLED TO REVOKE OR WITHDRAW HIS OR HER
SUBSCRIPTION.
BROKER/DEALER AND FINANCIAL ADVISOR:
By signing this Subscription Agreement, the signers certify that they recognize
and have complied with their obligations under the NASD's Conduct Rules, and
hereby further certify as follows: (i) a copy of the Prospectus, including the
Subscription Agreement as amended and/or supplemented to date, has been
delivered to the Subscriber; (ii) they have discussed such investor's
prospective purchase of Shares with such investor and have advised such investor
of all pertinent facts with regard to the liquidity, valuation, and
marketability of the Shares; and (iii) they have reasonable grounds to believe
that the purchase of Shares is a suitable investment for such investor, and will
not be in violation of any laws for having engaged in such purchase, and that
such investor is in a financial position to enable such investor to realize the
benefits of such an investment and to suffer any loss that may occur with
respect thereto and will maintain documentation on which the determination was
based for a period of not less than six years; (iv) under penalties of perjury,
(a) the information provided in this Subscription Agreement to the best of our
knowledge and belief is true, correct, and complete, including, but not limited
to, the number shown above as the Subscriber's taxpayer identification number;
(b) to the best of our knowledge and belief, the Subscriber is not subject to
backup withholding either because the Subscriber has not been notified that the
Subscriber is subject to backup withholding as result of failure to report all
interest or dividends or the Internal Revenue Service has notified the
subscriber that the Subscriber is no longer subject to backup withholding under
Section 3406(a)(1)(C) of the Internal Revenue Code of 1986, as amended; and (c)
to the best of our knowledge and belief, the Subscriber is not a nonresident
alien, foreign corporation, foreign trust, or foreign estate for U.S. tax
purposes, and we hereby agree to notify the Company if it comes to the attention
of either of us that the Subscriber becomes such a person within sixty (60) days
of any event giving rise to the Subscriber becoming such a person.
ELECTRONIC DELIVERY OF DOCUMENTS
The subscriber consents to delivery of all documents relating to his, her
or its investment in the Shares to the electronic mail address below or through
posting of such documents on the Internet web site xxx.xxxxxxxxxxxxxxxxx.xxx and
consents to receive notice of such postings at the electronic mail address
listed below. All documents will be delivered or posted in PDF format and free
access to Adobe Acrobat software will be provided for review of documents in PDF
format. To review documents in PDF format, a system running Windows 95, 98 or
2000, or XxXxxxxx OS version 7.5.3 or more recent, is required and downloading
time may be substantial. The subscriber understands that he, she or it may
revoke this consent at any time by contacting Investor Relations at the address
provided in the Subscription Documents and will subsequently receive all such
documents in paper format. The subscriber understands that this revocation may
only apply to delivery of documents relating to his, her or its investment in
the Shares and not to any portion of such documents. In addition, the subscriber
understands that he, she or it may request paper copies of any documents
delivered electronically by contacting Investor Relations at the address
provided in the Subscription Agreement.
CONSENT TO ELECTRONIC DELIVERY MAY CAUSE YOU TO INCUR ADDITIONAL COSTS, SUCH AS
ON-LINE TIME, ADDITIONAL SOFTWARE AND PRINTING PAPER.
YOU SHOULD NOT CONSENT TO ELECTRONIC DELIVERY UNLESS YOU HAVE ACCESS TO THE
INTERNET AND THE ABILITY TO RECEIVE DOCUMENTS IN ONE OF THE FORMATS DESCRIBED
ABOVE.
THIS CONSENT IS EFFECTIVE UNTIL REVOKED AND APPLIES TO ALL DOCUMENTS RELATING TO
YOUR INVESTMENT IN THE SHARES.
_____________________________ ___________
Signature of 1st Subscriber Date
_____________________________ ___________
Signature of 2nd Subscriber Date
E-Mail Address: ___________________________
