FORM OF SUBSCRIPTION AGREEMENT TWO-YEAR, FIVE-YEAR, SEVEN-YEAR AND TEN-YEAR NOTES BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF...
Exhibit 4.02
FORM OF SUBSCRIPTION AGREEMENT
TWO-YEAR, FIVE-YEAR, SEVEN-YEAR AND TEN-YEAR NOTES
BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER
THE SECURITIES ACT OF 1933
OR THE SECURITIES EXCHANGE ACT OF 1934
XXXXXXX FUNDING CORPORATION
000 Xxxxxxx 000
Xx. Xxxxxxx, XX 00000
Dear Sirs:
The undersigned hereby subscribes for the aggregate principal amount of two-year, five-year, seven-year and ten-year notes (“Notes”) of Xxxxxxx Funding Corporation (the “Company”) set forth in the Subscription Agreement Signature Page attached hereto, at a minimum initial investment of $5,000 and additional increments of $1,000. Existing investors may subscribe for additional Notes in $1,000 minimums, also with $1,000 increments.
The terms of the offering of the Notes are described in the current Prospectus of the Company (the “Prospectus”), and the undersigned hereby acknowledges that he/she/it has received a copy of the prospectus dated _________, 2006. All Notes are offered subject to prior sale.
The undersigned agrees to treat the Notes as debt for U.S. federal income tax purposes.
The undersigned has enclosed a check in the amount of the subscription made payable to “XXXXXXX FUNDING CORPORATION.”
Subscriptions generally must be received by the Company no later than ___________, p.m. on a business day in order to be invested in the Notes hereby subscribed for as of the same business day.
PLEASE COMPLETE THE SUBSCRIPTION AGREEMENT SIGNATURE PAGE WHICH ACCOMPANIES THIS SUBSCRIPTION AGREEMENT AND ENSURE THAT YOUR CHECK IS ENCLOSED.
XXXXXXX FUNDING CORPORATION
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned investor, by executing and delivering this Signature Page and by payment of the purchase price for:
| Check All That |
Term of Note |
Purchase Price (initial minimum $5,000, $1,000 minimum for additional investments; $1,000 increments) | ||
| ¨ |
Two-Year Note | $_________________ | ||
| ¨ |
Five-Year Note | $_________________ | ||
| ¨ |
Seven-Year Note | $_________________ | ||
| ¨ |
Ten-Year Note | $_________________ | ||
| Aggregate Principal Amount (sum of amounts in column three) |
$_________________ | |||
(“Notes”) of Xxxxxxx Funding Corporation (the “Company”), hereby subscribes for the aggregate principal amount of Notes indicated above. The undersigned agrees to purchase the Notes at a purchase price of $1,000 per Note and make (i) an initial investment in the Notes at the minimum aggregate purchase price of $5,000, or (ii) if the undersigned is an existing investor in the Notes, an additional investment at the aggregate minimum purchase price of $1,000. All incremental investments must be in $1,000 multiples. The undersigned has enclosed a check payable to “XXXXXXX FUNDING CORPORATION” in the amount set forth above.
| 1) | Social Security No. | - - or Taxpayer ID No. | ||
| 2) | Investor(s) Name(s): | |||
| 3) | Residence Address of Note Holder: | |||
| Street (P.O. Box numbers are not acceptable for residence address) |
City State Zip | |||
| ¨ | Individual Investor | ¨ | Community Property | ¨ | Partnership | ¨ | Tenants in Common | ¨ | LLC | |||||||||
| ¨ | Joint Tenants with | ¨ | Estate | ¨ | UGMA/UTMA (Minor) |
¨ | Corporation | ¨ | Trust | |||||||||
UNITED STATES INVESTORS ONLY
I have checked the following box if I am subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: ¨. Under the penalties of perjury, by signature below I hereby certify that the Social Security or Taxpayer ID Number set forth in Item 3 above is my true, correct and complete Social Security or Taxpayer ID Number and that the information given in the immediately preceding sentence is true, correct and complete. Moreover, under penalties of perjury, by signature below I certify that I am a U.S. Person.
NON-UNITED STATES INVESTORS ONLY
Under penalties of perjury, by signature below I hereby certify that I am not a U.S. Person (including (a) a citizen or resident of the United States or (b) (in the case of an investor which is not an individual) a United States corporation, partnership, estate or trust): ¨. Moreover, under penalties of perjury, by signature below I certify that I am (or am
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authorized to sign for) the beneficial owner (as defined in the Internal Revenue Code) of all the income to which this form relates. I will deliver the appropriate Form W-8 as instructed by my Financial Advisor.
MINNESOTA RESIDENTS ONLY:
ACCREDITED INVESTOR STATUS: The undersigned hereby represents and warrants that the undersigned is an “accredited investor” by virtue of meeting one or more of the following qualifications (please check the space to the left of EACH category which is applicable):
| ¨ | (1) | The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, exceeds $1 million on the date hereof; | ||
| ¨ | (2) | The undersigned is a natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with the undersigned’s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; | ||
| ¨ | (3) | The (a) undersigned is (i) a corporation, (ii) a Massachusetts or similar business trust, or (iii) a partnership, and (b) the undersigned was not formed for the specific purpose of acquiring the securities offered, and (c) the undersigned has total assets in excess of $5 million; | ||
| ¨ | (4) | The undersigned is a trust with total assets in excess of $5 million, which trust was not formed for the specific purpose of acquiring the securities offered, and whose purchase is directed by a sophisticated person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company; | ||
| ¨ | (5) | The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, and either (a) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (b) the employee benefit plan has total assets in excess of $5 million; | ||
| ¨ | (6) | The undersigned is a self-directed account under an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, with investment decisions made for the account solely by persons that are accredited investors; or | ||
| ¨ | (7) | The undersigned is an entity other than a trust in which all of the equity owners are persons who meet the requirements of one or more of the above-described categories. | ||
| 4) | INVESTOR(S) MUST SIGN |
|||||||
| Signature | Date | Signature of Joint Investor (if any) |
Date | |||||
Executing and delivering this Subscription Agreement shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933 or under the Securities Exchange Act of 1934.
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