EXHIBIT 10.27
FORM OF
SUBSCRIPTION AGREEMENT AND
LETTER OF INVESTMENT INTENT
Xxxx Group Newco, Inc.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx Xxx, XX 00000
Ladies and Gentlemen:
The undersigned (the "Subscriber") hereby subscribes to acquire ___ shares
(the "Shares") of the common stock, $.01 par value (the "Common Stock"), of
Xxxx Group Newco, Inc., a Delaware corporation (the "Company"), in exchange for
the contribution by the undersigned of ____ shares of the outstanding common
stock of Xxxx Group, Inc., a Delaware corporation ("TG"), and upon the other
terms and conditions set forth below. Endorsed share certificates (or a
separate stock power separate from the certificates and the stock certificates)
of TG providing for the transfer to the Company of the TG shares free and clear
of any liens and encumbrances are enclosed and delivered herewith. The
Subscriber acknowledges that the Company is relying upon the accuracy and
completeness of the representations contained herein in complying with its
obligations under applicable securities laws and that a subscription for Shares
may be rejected for any reason.
The Subscriber acknowledges and represents as follows:
1. The Subscriber has received copies of all documents and any other
information requested from the Company and has had an opportunity to ask
questions of and receive answers from the management of the Company
concerning the terms and conditions of the offering and to obtain any
additional information desired or has elected to waive such opportunity. The
Subscriber confirms that the Subscriber is fully informed regarding the
financial condition of the Company, the administration of its business
affairs and its prospects for the future, and that the Company makes no
assurance whatsoever concerning the present and prospective value of the
Shares to be acquired.
2. The Subscriber realizes that the Shares, as an investment, are
speculative and involve a high degree of risk. The Subscriber believes that
an investment in the Shares is suitable for the Subscriber based upon the
Subscriber's investment objectives and financial needs, and the Subscriber
has the financial means to undertake the risks of an investment in the
Shares, to hold the Shares for an indefinite period of time, and to withstand
a complete loss of the Subscriber's investment in the Shares.
3. The Subscriber, either alone or with the assistance of professional
advisors, has such knowledge and experience in financial and business matters
that the Subscriber is capable of evaluating the merits and risks of an
investment in the Shares. The Subscriber has obtained, to the extent deemed
necessary, personal professional advice with respect to the risks inherent
in, and
the suitability of, an investment in the Shares in light of the Subscriber's
financial condition and investment needs.
4. The Shares are being acquired by the Subscriber for investment
purposes in the Subscriber's name solely for Subscriber's own beneficial
interest and not as nominee for, or for the beneficial interest of, or with
the intention to transfer to, any other person, trust or organization.
5. The Subscriber acknowledges that (a) the Subscriber must bear the
economic risk of an investment in the Shares for an indefinite period of time
because the Shares have not been registered under the Securities Act of 1933
or any applicable state securities laws and therefore may not be sold,
transferred, assigned or otherwise disposed of unless such disposition is
subsequently registered under such laws or exemptions from such registrations
are available, and (b) a legend will be placed on the certificate evidencing
the Shares stating that the Shares have not been registered under the
Securities Act of 1933 and referencing the restrictions on the
transferability of the Shares.
6. The Subscriber is a bona fide resident of the State of _____________.
7. If the Subscriber is not an individual, (a) the Subscriber was not
organized for the specific purpose of acquiring the Shares, and (b) this
Subscription Agreement has been duly authorized by all necessary action on
the part of the Subscriber, has been duly executed by an authorized officer
or representative of the Subscriber and is a legal, valid, and binding
obligation of the Subscriber enforceable in accordance with its terms.
8. The Subscriber desires that the Shares be held in the name of:
-
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Dated: , 1998
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* * * * * * * *
This Subscription Agreement is accepted by the Company as of , 1998.
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XXXX GROUP NEWCO, INC.
By:
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Xxxxxxx X. Dirk
Its: President and Chief Executive Officer
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