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SUBSCRIPTION AGENT AGREEMENT
_______________, 200_
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In connection with your appointment as Subscription Agent in the transaction
described herein, Global Income Fund, Inc. (the Company), hereby confirms its
arrangements with you as follows:
1. Rights Offering - The Company is offering (the "Rights offering") to the
holders of shares of its Common Stock, par value $_____ per share ("Common
Stock"), on ____________, 200_ (the "Record Date"), the right ("Rights") to
subscribe for Units ("Units"), each Unit consisting of
______________________. Except as set forth under Paragraphs 8 and 9 below,
Rights shall cease to be exercisable at 5:00 p.m., New York City time, on
_______________, 200_ or such later date of which the Company notifies you
orally and confirms in writing (the "Expiration Date"). _____ Right(s)
is/are being issued for _____ Common Share(s) held on the Record Date.
_____________________ Right(s) and payment in full of the subscription
price of $_______ (the "Subscription Price") is/are required to subscribe
for one Unit. Rights are evidenced by transferable subscription
certificates in registered form ("Subscription Certificates"). Each holder
of Subscription Certificate(s) who exercises the holder's right to
subscribe for all Units that can be subscribed for with the Rights
evidenced by such Subscription Certificate(s) (the "Basic Subscription
Right") will have the right to subscribe for additional Units, if any,
available as a result of any unexercised Rights (such additional
subscription right being referred to hereafter as the "Additional
Subscription Privileged"). The Rights Offering will be conducted in the
manner and upon the terms set forth in the Company's Prospectus dated
_______________, 200_ (the "Prospectus"), which is incorporated herein by
reference and made a part hereof as if set forth in full herein.
2. Appointment of Subscription Agent - You are hereby appointed as
Subscription Agent to effect the Rights offering in accordance with the
Prospectus. Each reference to you in this letter is to you in your capacity
as Subscription Agent unless the context indicates otherwise.
3. Delivery of Documents - Enclosed herewith are the following, the receipt of
which you acknowledge by your execution hereof: (a) a copy of the
Prospectus; (b) the form of Subscription Certificate (with instructions);
(c) resolutions adopted by the Board of Directors of the Company in
connection with the Rights Offering, certified by the secretary of the
Company; and (d) Notice of Guaranteed Delivery.
As soon as is reasonably practical, you shall mail or cause to be mailed to
each holder of Common Shares at the close of business on the Record Date a
Subscription Certificate evidencing the Rights to which such holder is
entitled, a Notice of Guaranteed Delivery, a Prospectus and an envelope
addressed to you. Prior to mailing, the Company will provide you with blank
Subscription Certificates which you will prepare and issue in the names of
holders of Common Shares of record at the close of business on the Record
Date and for the number of Rights to which they are entitled. The Company
will also provide you with a sufficient number of copies of each of the
documents to be mailed with the Subscription Certificates.
4. Subscription Procedure -
(a) Upon your receipt prior to 5:00 p.m., New York City time, on the
Expiration Date (by mail or delivery), as Subscription Agent, of (ii) any
Subscription Certificate completed and endorsed for exercise, as provided
on the reverse side of the Subscription Certificate (except as provided in
paragraph 8 hereof), and (ii) payment in full of the Subscription Price in
U.S. funds by check, bank draft or money order payable at par (without
deduction for bank service charges or otherwise) to the order of American
Stock Transfer & Trust Company, you shall as soon as practicable after the
Expiration Date, but after performing the procedures described in
subparagraphs (b) and (c) below, mail to the subscriber's registered
address on the books of the Company certificates representing the
securities underlying each Unit duly subscribed for (pursuant to the Basic
Subscription Right and the Additional Subscription Privilege) and furnish a
list of all such information to the Company.
(b) As soon as practicable after the Expiration Date you shall calculate
the number of Units to which each subscriber is entitled pursuant to the
Additional Subscription Privilege. The Additional Subscription Privilege
may only be exercised by holders who subscribe to all the Units that can be
subscribed for under the Basic Subscription Right. The Units available for
additional subscriptions will be those that have not been subscribed and
paid for pursuant to the Basic Subscription Right (the "Remaining Units").
Where there are sufficient Remaining Units to satisfy all additional
subscriptions by holders exercising their rights under the Additional
Subscription Privilege, each holder shall be allotted the number of
Additional Units subscribed for. If the aggregate number of Units
subscribed for under the Additional Subscription Privilege exceeds the
number of Remaining Units, the number of Remaining Units allotted to each
participant in the Additional Subscription Privilege shall be the product
(disregarding fractions) obtained by multiplying the number of Remaining
Units by a fraction of which the numerator is the number of Units
subscribed for by that participant under the Additional Subscription
Privilege and the denominator is the aggregate number of Remaining Units
subscribed for by all participants under the Additional Subscription
Privilege. Any fractional Unit to which persons exercising their Additional
Subscription Privilege would otherwise be entitled pursuant to such
allocation shall be rounded to the next whole Unit.
(c) Upon calculating the number of Units to which each subscriber is
entitled pursuant to the Additional Subscription Privilege and the amount
overpaid, if any, by each subscriber, you shall, as soon as practicable,
furnish a list of all such information to the Company.
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(d) Upon calculating the number of Units to which each subscriber is
entitled pursuant to the Additional Subscription Privilege and assuming
payment for the additional Units subscribed for has been delivered, you
shall mail, as contemplated in subparagraph (a) above, the certificates
representing the additional securities which the subscriber has been
allotted. If a lesser number of Units is allotted to a subscriber under the
Additional Subscription Privilege than the subscriber has tendered payment
for, you shall remit the difference to the subscriber without interest or
deduction at the same time as certificates representing the securities
allotted pursuant to the Additional Subscription Privilege are mailed.
(e) Funds received by you pursuant to the Basic Subscription Right and the
Additional Subscription Privilege shall be held by you in a segregated
account. Upon mailing certificates representing the securities and
refunding subscribers for additional Units subscribed for but not
allocated, if any, you shall promptly remit to the Company all funds
received in payment of the Subscription Price for Units sold in the Rights
Offering.
5. Subdivision. Sale or Transfer of Rights - Until 5:00 p.m., New York City
time, on the third business day prior to the Expiration Date, you shall
facilitate subdivision or transfers of Subscription Certificates by issuing
new Subscription Certificates in accordance with the instructions set forth
on the reverse side of the Subscription Certificates.
6. Defective Exercise of Rights Lost Subscription Certificates - The Company
shall have the absolute right to reject any defective exercise of Rights or
to waive any defect in exercise. Unless requested to do so by the Company,
you shall not be under any duty to give notification to holders of
Subscription Certificates of any defects or irregularities in
subscriptions. Subscriptions will not be deemed to have been made until any
such defects or irregularities have been cured or waived within such time
as the Company shall determine. You shall as soon as practicable return
Subscription Certificates with the defects or irregularities which have not
been cured or waived to the holder of the Rights. If any Subscription
Certificate is alleged to have been lost, stolen or destroyed, you should
follow the same procedures followed far lost stock certificates
representing Common Shares you use in your capacity as transfer agent for
the Company's Common Shares.
7. Late Delivery - If prior to 5:00 p.m., New York City time, on the
Expiration Date you receive (i) payment in full of the Subscription Price
for the Units being subscribed for and (ii) a guarantee notice
substantially in the form of the Notice of Guaranteed Delivery delivered
with the Subscription Certificate, from a financial institution having an
office or correspondent in the United States, or a member firm of any
registered United States national securities exchange or of the National
Association of Securities Dealers, Inc. stating the certificate number of
the Subscription Certificate relating to the Rights, the name and address
of the exercising subscriber, the number of Rights represented by the
Subscription Certificate held by such exercising subscriber, the number of
Units being subscribed for pursuant to the Rights and guaranteeing the
delivery to you of the Subscription Certificate evidencing such Rights
within three NASDAQ National Market ("NNM") trading days following the date
of the Notice of Guaranteed Delivery, then the Rights may be exercised even
though the Subscription Certificate was not delivered to you prior to 5:00
p.m., New York City time, on the Expiration Date, provided that within
three NNM trading days following the date of the Notice of Guaranteed
Delivery you receive the properly completed Subscription Certificate
evidencing the Rights being exercised, with signatures guaranteed if
required.
8. Delivery - You shall deliver to the Company the exercised Subscription
Certificates in accordance with written directions received from the
Company and shall deliver to the subscribers who have duly exercised Rights
at their registered addresses certificates representing the securities
subscribed for as instructed on the reverse side of the Subscription
Certificates.
9. Reports - You shall notify the Company by telephone on an before the close
of business an each business day during the period commencing 5 business
days after the mailing of the Rights and ending at the Expiration Date (and
in the case of guaranteed deliveries ending three NNM trading days after
the Expiration Date) (a "daily notice"), which notice shall thereafter be
confirmed in writing, of (i) the number of Rights exercised an the day
covered by such daily notice, (ii) the number of Rights subject to
guaranteed exercises on the day covered by such daily notice, (iii) the
number of Rights for which defective exercises have been received on the
day covered by such daily notice, and (iv) the cumulative total of the
information set forth in clauses (i) through (iii) above. At or before 5:00
p.m., New York City time, on the first NNM trading day following the
Expiration Date you shall certify in writing to the Company the cumulative
total through the Expiration Date of all the information set forth in
clauses (i) through (iii) above. At or before 10:00 a.m., New York City
time, on the fifth NNM trading day following the Expiration Date you will
execute and deliver to the Company a certificate setting forth the number
of Rights exercised pursuant to a Notice of Guaranteed Delivery and as to
which Subscription Certificates have been timely received. You shall also
maintain and update a listing of holders who have fully or partially
exercised their Rights, holders who have transferred their Rights and their
transferees, and holders who have not exercised their Rights. You shall
provide the Company or its designees with such information compiled by you
pursuant to this paragraph 9 as any of them shall request.
10. Future Instructions - With respect to notices or instructions to be
provided by the Company hereunder, you may rely and act on any written
instruction signed by any one or more of the following authorized officers
or employees of the Company:
11. Payment of Expenses - The Company will pay you compensation for acting in
your capacity as Subscription Agent hereunder in the amount of $___________
plus your reasonable out-of-pocket expenses.
12. Counsel - You may consult with counsel satisfactory to you, which may be
counsel to the Company, and the advice or opinion of such counsel shall be
full and complete authorization and protection in respect of any action
taken, suffered or omitted by you hereunder in good faith and in accordance
with such advice an opinion of such counsel.
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13. Indemnification - The Company covenants and agrees to indemnify and hold
you harmless against any costs, expenses (including reasonable fees of
legal counsel), losses or damages, which may be paid, incurred or suffered
by or to which you may become subject arising from or out of, directly or
indirectly, any claim or liability resulting from your actions as
Subscription Agent pursuant hereto; provided that such covenant and
agreement does not extend to such costs, expenses, losses and damages
incurred or suffered by you as a result of, or arising out of, your own
gross negligence, misconduct or bad faith or that of any employees, agents
or independent contractors used by you in connection with performance of
your duties as Subscription Agent hereunder.
14. Notices - Unless otherwise provided herein, all reports, notices and other
communications required or permitted to be given hereunder shall be in
writing and delivered by hand or confirmed telecopy or by first class U.S.
mail, postage prepaid, shall be deemed given if by hand or telecopy, upon
receipt or if by U.S. mail, three business days after deposit in the U.S.
mail and shall be addressed as follows
(a) If to the Company, to:
Global Income Fund, Inc.
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 10005
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
(b) If to you, to:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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