EXHIBIT 4.1
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered into by and
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between Xxxxxxx Preservation, Inc., a Florida corporation (the "Company"), 2555
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PGA Xxxxxxxxx, Xxxx Xxxxx Xxxxxxx, XX, 00000, and the undersigned subscriber
(the "Subscriber").
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IN CONSIDERATION of the covenants and other matters set forth in this
Agreement, it is mutually agreed as follows:
1. GENERAL
This Agreement provides for the subscription by the Subscriber to
share(s) of the common stock, $.01 par value of the Company (the "Shares "), at
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the subscription price of One Thousand Dollars ($1000) per Share, as described
in the Company's prospectus dated _____________, 1998 (the "Prospectus"). The
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Subscriber acknowledges that he or she has received a copy of the Prospectus.
2. SUBSCRIPTION TO COMMON STOCK
The Subscriber hereby subscribes to the Shares described on the
Subscription Page (which begins on page 3 of this Agreement).
3. ISSUANCE OF STOCK AND STOCK CERTIFICATES
Subject to the provisions of this Agreement and the Prospectus, upon
payment to the Company of the subscription price and the Company's receipt of a
completed and signed copy of this Agreement, the Company will issue fully paid
Shares to the Subscriber.
4. SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
The Subscriber hereby represents, warrants and covenants to the
Company as follows:
(a) The Subscriber is an owner of a manufactured or mobile home
located in The Xxxxxxx Mobile Home Park (the "Park"), 0000 XXX Xxxxxxxxx, Xxxx
Xxxxx Xxxxxxx, Xxxxxxx (a "Xxxxxxx Homeowner"). The Subscriber leases a lot in
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the Park and is acquiring the Shares subscribed to in this Agreement solely for
his/her own account.
(b) The Subscriber acknowledges that his/her ability to sell or
dispose of any Shares is limited because the Company's Articles of Incorporation
permit transfers only to another Xxxxxxx Homeowner or to the Company.
(c) The Subscriber agrees that certificates representing the
Shares subscribed to in this Agreement shall bear a legend in substantially the
following form:
Shares of Common Stock may not be transferred to, or owned by,
any person other than the Company, an owner of a mobile or
manufactured home who leases a lot located in The Xxxxxxx
Mobile Home Park, or the estate of such owner so long as such
estate owns a mobile or manufactured home and leases a lot
located in The Xxxxxxx Mobile Home Park. Such transfer shall
occur only in accordance with the terms of the Company's Articles
of Incorporation and Bylaws.
(d) The Subscriber hereby consents to the contribution by the
Company to The Xxxxxxx Resort Partnership, a Florida general partnership to be
formed by the Company and Blue Ribbon Communities Limited Partnership, of: (i)
all of the proceeds received by the Company from the sale of the Shares offered
by the Prospectus, and (ii) all of the Company's beneficial interest in The
Xxxxxxx Mobile Home Park, which assets constitute substantially all of the
Company's assets, in return for Partnership Units, as described in the
Prospectus.
5. GOVERNING LAW
This Agreement shall be interpreted in accordance with and in all
respects governed by the laws of Florida applicable to contracts made and to be
performed wholly within that jurisdiction.
[Rest of Page Left Blank]
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SUBSCRIPTION PAGE
(Please print all information exactly as you wish it to appear on the Company's
records.)
The Subscriber hereby subscribes for:
Number of Shares: [please insert number] ______________
For aggregate subscription price:
[please insert amount which is number
of Shares multiplied by $1,000] $_____________
Which shall be payable by:
Delivery of the enclosed check payable to
Xxxxxxx Preservation, Inc. in the amount of $_____________
and/or
Rejection of the Rescission Offer (as defined
in the Prospectus) and application of advances
which I previously made, in the amount of $_____________.
_______________________________ _________________________________
_______________________________ _________________________________
(Name(s) of Subscriber(s))* (Social Security Number(s))
________________________________________________________________________________
(Address) (Telephone)
___________________________________
(Signature)
___________________________________
(Printed Name)
___________________________________
(Signature if joint owners)*
___________________________________
(Printed Name)
Executed this ______ day of ____________, 1998.
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ACCEPTED AND AGREED TO:
Xxxxxxx Preservation, Inc.
Date:___________________ By: ________________________________
Name: ______________________________
Title: ______________________________
* If the Shares are to be held jointly with another individual, both
Subscribers must sign.
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