EXHIBIT 10.27
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement"), dated as of [SEE ITEM 1
IN ANNEX A], is made by [SEE ITEM 2 IN ANNEX A] (the "Investor") for the benefit
of WGL Holdings, Inc., a Delaware corporation (the "Corporation").
R E C I T A L S
A. The Corporation, the former shareholders of Xxxxxx Xxxxxxxxxx Ltd., a
New York corporation (the "Company"), and the Company have entered into that
certain Stock Purchase Agreement, dated as of June 19, 1997 (the "Stock Purchase
Agreement"), pursuant to which such former shareholders agreed to sell to the
Corporation (or its assignee) all of the shares of capital stock of the Company.
B. The Corporation assigned its rights to purchase such shares of
capital stock of the Company to WGL Acquisition Corp., an indirect wholly-owned
subsidiary of the Corporation.
C. Investor desires to subscribe for shares of common stock of the
Corporation.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Investor, by
executing this Agreement, acknowledges, covenants, agrees, represents and
warrants that:
(1) SUBSCRIPTION. The Investor hereby subscribes to purchase and agrees
to purchase [SEE ITEM 3 IN ANNEX A] shares (the "Shares") of the common stock,
par value $.001 per share ("Common Stock"), of the Corporation for the price of
ONE DOLLAR ($1.00) per share, for an aggregate purchase price of [SEE ITEM 4 IN
ANNEX A]. The purchase price shall be paid to the Corporation by wire transfer
in cash on the Closing Date (as defined in the Stock Purchase Agreement), and
the shares of Common Stock issued upon receipt of such payment shall be duly
authorized, fully paid and nonassessable.
(2) KNOWLEDGE AND EXPERIENCE. The Investor, or the Investor together
with his representative for purposes of investing in the Shares (the "Investor
Representative"), has such knowledge and experience in financial, tax and
business matters, including substantial experience in evaluating and investing
in common stock and others securities (including the common stock and other
securities of new and speculative companies), so as to enable the Investor
and/or his Investor Representative to utilize the information referred to in
paragraph (5) and any other information made available to the Investor and/or
his Investor Representative in order to evaluate the merits and risks of an
investment in the Shares and to make an informed investment decision with
respect thereto.
(3) INVESTOR REPRESENTATIVE. The Investor's Investor Representative, if
any, (i) is a "purchaser representative" within the meaning of such term as
defined in Regulation D ("Regulation D") promulgated under the Securities Act of
1933, as amended (the "Securities Act"), (ii) has been acknowledged by the
Investor, by identification by the Investor in the space provided below, to be
the Investor's "purchaser representative" in connection with evaluating the
merits and risks of the Investor's prospective investment in the Shares and
(iii) has made all disclosures to the Investor as are required to be made by a
"purchaser representative" pursuant to Regulation D. The Investor's Investor
Representative is: NONE (insert "None" if the Investor has no Investor
Representative).
(4) INVESTMENT FOR OWN ACCOUNT. The Investor is acquiring the Shares for
his own account, for investment purposes only and not with a view to, and not
for offer or sale in connection with, any distribution or resale of the Shares.
(5) ADEQUATE INFORMATION. The Corporation has made available and the
Investor and/or his Investor Representative has reviewed the Stock Purchase
Agreement (including the Exhibits and Schedules thereto) and such other
information which the Investor and/or his Investor Representative considers
necessary or appropriate to evaluate the risks and merits of an investment in
the Shares.
(6) OPPORTUNITY TO QUESTION. The Investor and/or his Investor
Representative has had the opportunity to question, and has questioned, to the
extent deemed necessary or appropriate, representatives of the Corporation so as
to receive answers and verify information obtained in the Investor's and/or his
Investor Representative's examination of the Corporation, including the
information referred to in paragraph (5) and any other documents or information
that the Investor and/or his Investor Representative has reviewed in relation to
the Investor's investment in the Shares.
(7) NO OTHER REPRESENTATIONS. No oral or written representations have
been made or oral or written information furnished to the Investor and/or his
Investor Representative in connection with the Investor's acquisition of the
Shares which were in any way inconsistent with the information set forth in the
information reviewed by the Investor and/or his Investor Representative.
(8) INDEPENDENT DECISION. Neither the Investor nor his Investor
Representative is relying on the Corporation or the references to any legal or
other opinion in the materials reviewed by the Investor and/or his Investor
Representative with respect to the tax considerations of the Investor relating
to his investment in the Shares. The Investor has relied solely on the
representations, warranties, covenants and agreements contained in the Stock
Purchase Agreement (including the Exhibits and Schedules thereto), or his
Investor Representative's examination and independent investigation and his
Investor Representative's advice in making his decision to acquire the Shares.
(9) FINANCIAL CONDITION. The Investor's financial condition and income
are such that (i) the Investor is under no present need to dispose of any
portion of the Shares
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to satisfy any existing or contemplated undertaking or indebtedness and (ii) the
Investor is able to bear the economic risk of investment in the Shares,
including the risk of losing his entire investment and the risk of not being
able to sell or transfer any of the Shares for an indefinite period of time.
(10) RESTRICTED SECURITIES. The Investor understands that he may be
required to bear the economic risk of investment in the Shares for an indefinite
period of time because the Shares may not, without full compliance with the
registration and prospectus delivery requirements of the Securities Act, be
offered, sold or delivered except in a transaction exempt from, or not subject
to, the registration and prospectus delivery requirements of the Securities Act.
(11) RESTRICTIONS ON RESALE OR TRANSFER. The Investor will not transfer
or pledge any or all of the Shares in violation of the Securities Act or any
applicable Blue Sky Laws and in the event that the Investor pledges any of the
Shares, the Investor will advise the pledgee of the transfer restrictions
imposed on the Shares by this Agreement and will use his best efforts to obtain
an undertaking from such pledgee not to transfer such Shares in violation of the
Securities Act or applicable Blue Sky Laws.
(12) RESTRICTIVE LEGEND. The certificates from time to time evidencing
the Shares may, at the Corporation's option, bear a legend which provides that
the Shares may not be transferred unless the Corporation is delivered a legal
opinion, satisfactory to the Corporation in its sole discretion, to the effect
that such transfer may be made without compliance with the registration and
prospectus delivery requirements of the Securities Act and applicable Blue Sky
Laws. Such legal opinion shall be given by counsel satisfactory to the
Corporation, at the Investor's expense.
(13) FURTHER ACTIONS. The Investor shall take all further actions
necessary to facilitate the issuance of the Shares to the Investor under an
appropriate exemption from registration under the Securities Act and applicable
Blue Sky Laws, including, without limitation, providing the Corporation with
such information as the Corporation may require to complete a Form D and any
related or similar forms or applications required under the Securities Act or
applicable Blue Sky Laws.
(14) AUTHORIZATION. The Investor has full power and authority to execute
this Agreement and to invest in the Shares; this Agreement constitutes the valid
and legally binding obligation of such Investor, enforceable against such
Investor in accordance with its terms.
The provisions hereof shall inure to the benefit of the Corporation, its
successors and assigns and shall be binding upon the Investor, his legal
representatives, heirs and assigns. Nothing in this Agreement shall limit any of
the rights and obligations of the parties under the Stock Purchase Agreement
(including the Exhibits and Schedules thereto), or otherwise or any other
document delivered in connection therewith.
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IN WITNESS WHEREOF, the Investor has executed this Agreement as of [SEE
ITEM 1 IN ANNEX A].
INVESTOR
/S/ [SEE ITEM 2 ANNEX A]
-----------------------------------
[SEE ITEM 2 IN ANNEX A]
The undersigned hereby makes, as to himself and for the benefit of the
Corporation, the acknowledgements, covenants, agreements, representations and
warranties set forth in paragraphs (2), (3), (5), (6), (7) and (8) above.
INVESTOR REPRESENTATIVE
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Acknowledged and Accepted
as of [SEE ITEM 1 IN ANNEX A]:
WGL HOLDINGS, INC.
By: [SEE ITEM 5 IN ANNEX A]
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ANNEX A
The foregoing form of Subscription Agreement was entered into
by six Investors. The information omitted from the foregoing form of
Subscripiton Agreement with respect to such Investors, which are
designated below as parties A through F, respectively, is set forth
below:
ITEM 1
Party A: July 10, 1997
Party B: July 17, 1997
Party C: July 17, 1997
Party D: July 18, 1997
Party E: July 18, 1997
Party F: July 17, 1997
ITEM 2
Party A: Xxxxxx X. Xxxxxxx
Party B: Xxxxx X. Xxxxxxx
Party C: Xxxxx X. XxXxxxxx
Party D: Xxxxxx X. Xxxxxx
Party E: Xxxxxx X. Xxxxxxx
Party F: Xxxxxxx X. Xxxx
ITEM 3
Party A: TWO HUNDRED EIGHTY-FIVE THOUSAND (285,000)
Party B: SEVENTY-ONE THOUSAND (71,000)
Party C: ONE HUNDRED TWENTY-EIGHT THOUSAND (128,000)
Party D: ONE HUNDRED THIRTY-FOUR THOUSAND (134,000)
Party E: NINETY THOUSAND (90,000)
Party F: ONE HUNDRED THIRTY-FOUR THOUSAND (134,000)
ITEM 4
Party A: $285,000
Party B: $ 71,000
Party C: $128,000
Party D: $134,000
Party E: $ 90,000
Party F: $134,000
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ITEM 5
Party A: /S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
President
Party B: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party C: /S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party D: /S/ XXXXXX X. XXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party E: /S/ XXXXXX X. XXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
Party F: /S/ XXXXXX X. XXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
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