EXHIBIT 10.5
TRANSITION AUTO FINANCE IV, INC. SUBSCRIPTION
$10,000,000 - 9.0% SECURED REDEEMABLE AGREEMENT
PROMISSORY NOTES DUE , 2006
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BY COMPLETING AND EXECUTING THIS PAGE, THE INVESTOR HEREBY (i) ACKNOWLEDGES
READING AND UNDERSTANDING THE MATERIAL ON THE REVERSE SIDE, AND (ii) REPRESENTS,
WARRANTS, ACKNOWLEDGES AND AGREES TO ALL PROVISIONS SET FORTH BELOW AND ON THE
REVERSE SIDE.
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Investment Amount $
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1. INVESTOR TYPE: (Check One)
(REFER TO THE SIGNATURE REQUIREMENTS IN SUBSCRIPTION INSTRUCTIONS ON REVERSE
SIDE)
[ ] Individual [ ] XXX
[ ] Joint Tenant with right [ ] Custodian, Uniform
of survivorship Gift to Minors
[ ] Trust [ ] Pension or Profit
[ ] Corporation [ ] Xxxxx Plan
[ ] General Partnership [ ] Other
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2. INVESTOR DATA - (Please Print)
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Name of Investor
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Social Security or Tax ID#
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2nd Investor Name
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2nd Investor Social Security #
RESIDENT ADDRESS OF INVESTOR:
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Street (Please do not use a P.O. Box)
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City & State Zip Code
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Home Phone Business Phone
3. SPECIAL REGISTRATION DIRECTION - Please complete this section if the Note
should be registered in the name of an XXX, trustee or clearing broker (for the
benefit of the investor's account). An authorized representative of the
custodian, trustee or clearing broker must execute to evidence consent (see
instruction 1 on reverse hereof)
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Name of Custodian, Trustee or Clearing Brokerage Firm
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Address
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City & State Zip Code
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Tax ID # Business Phone
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Signature of Authorized Representative of Custodian, Trustee or Clearing
Brokerage Firm
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Name and Title of Authorized Representative
FOR USE OF
TRANSITION AUTO FINANCE IV, INC.
Amount $ Acceptance Date:
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Investor # Investor State:
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4. SPECIAL PAYMENT DIRECTIONS: Complete this section to direct payment checks
and Form 1099s to an address other than the residence address given in 2 above.
(Note: If the investment is made through an XXX, trustee or clearing broker,
payments must go to custodian, trustee or clearing broker unless other
authorization is attached hereto):
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Name
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Address
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City & State Zip Code
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Account No. (for payment to a designated account)
5. INVESTOR SUITABILITY: (Read Carefully and Initial) My income and net worth
meet both the minimum required suitability standards as stated in the
Prospectus, and (if applicable) the higher suitability standards applying to my
state of residence. (By signing, fiduciaries signing for beneficiaries represent
that the beneficiaries meet the applicable suitability standards.) XXX Investors
must initial, not the XXX Trustee.
Investor's Initials 2nd Investor's Initials
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6. SIGNATURES - signature must be identical to name of investor. Investment
advisors may not sign on behalf of the investor.
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Signature of Investor Date
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Print Name
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Signature of Second Investor Date
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Print Name
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Home Phone Business Phone
7. REGISTERED REPRESENTATIVE STATEMENT - I, the Registered Representative for
the foregoing investor, hereby represent that:
(1) I have reasonable grounds to believe, on the basis of information obtained
from the investor concerning his age, educational level, knowledge of
investment, investment objectives, other investments, financial situation, needs
and any other information known by me that (a) the investor is or will be in a
financial position appropriate to enable him to realize to a significant extent
the merits and risks described in the Prospectus, (b) the investor has a fair
market net worth sufficient to sustain the risks inherent in this investment,
including loss of investment and lack of liquidity, (c) the investor satisfies
both the minimum required suitability standards stated in the Prospectus and (if
applicable) the higher suitability standards for the investor's state of
residence, and (d) this investment is otherwise suitable for the investor;
(2) I will maintain on file documents indicating that Prospectus has been
delivered to the investor and disclosing the basis upon which the determination
of suitability was reached and have, prior to execution of this Subscription
Agreement, informed the investor of all pertinent facts relating to the
liquidity and marketability of the Notes during the term of the investment; and
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Registered Representative's Signature Date
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Print Name Phone
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Broker/Dealer Firm Name
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Address
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City & State Zip Code
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SUBSCRIPTION AGREEMENT
The investor(s) signatory hereto ("Subscriber") represents, warrants,
acknowledges and agrees as follows:
1. Subscriber hereby subscribes for the principal amount of 9.0%
Secured Redeemable Promissory Notes (the "Note") issued by Transition Auto
Finance IV, Inc. ("Issuer"), as specified on the reverse side hereof, encloses
and hereby tenders the amount set forth on the reverse side hereof as full
payment for the Note for which he is subscribing, and hereby agrees, subject to
the Issuer's acceptance of his subscription, to become a Noteholder in an amount
equal to the amount tendered. Subscriber agrees that he may not revoke, cancel,
terminate or withdraw his subscription or his Subscription Agreement without the
prior written consent of the Issuer, and acknowledges that the Issuer may reject
his subscription for any reason whatsoever. The minimum investment is $5,000 (or
$2,000 for individual Retirement Accounts).
2. Subscriber hereby acknowledges receipt of a copy of the current
Prospectus for Transition Auto Finance IV, Inc. 9.0% Secured Redeemable
Promissory Notes ("Prospectus") and understands that the Note being acquired
will be governed by the terms of the Indenture referenced in such Prospectus and
such other documents as may be referenced therein. Subscriber further
understands and agrees that, following Issuer's acceptance of his subscription,
he shall receive a Note that shall evidence his status as a Noteholder of
Issuer, such Note to be in the form specified in the Indenture. The information
set forth on the signature page hereof is true and accurate and Subscriber has
proper authority to execute this Subscription Agreement and make this
Investment.
3. Subscriber hereby represents that this purchase is made for the
Subscriber's own account and not with a view toward distribution. Subscriber
understands that it is not anticipated that an active market will ever develop
for the Note, and that accordingly it may be impossible for Subscriber to
liquidate his investment in the Note, even in the event of an emergency. Any
transfer of the Note must comply with the requirements of the Prospectus, the
Note and with any additional requirements imposed by laws or by any governmental
authorities.
4. Subscriber hereby acknowledges that the Escrow Agent's sole role in
the offering described in the Prospectus is that of escrow agent, and that the
Escrow Agent has not reviewed the Prospectus and makes no representations
whatsoever as to the nature of such offering or the compliance of such offering
with any applicable state or federal laws, rules or regulations. Subscriber also
understands that the Issuer (and not the Escrow Agent) will make all
computations regarding the amount of interest (if any) that will be paid to such
Subscriber with respect to his subscription payment.
5. TAX REPRESENTATIONS: Under penalties of perjury, Subscriber hereby
certifies that (i) the number shown on this form and on the accompanying IRS
Work W-9 is Subscriber's correct taxpayer identification number, and (ii) that
Subscriber is not subject to backup withholding because (A) Subscriber has not
been notified that Subscriber is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified Subscriber that Subscriber is no longer subject to backup
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withholding. Under penalties of perjury, unless express written disclosure to
the contrary is delivered to the Issuer together with this form, Subscriber
certifies that Subscriber is not a non-resident alien individual, a foreign
partnership, a foreign corporation, or a foreign estate or trust, which would be
a foreign person within the meaning of Section 1441, 1146 and 7701(a) of the
Internal Revenue Code of 1986, as amended, and that Subscriber will notify the
Issuer before a change in Subscriber's foreign status.
SUBSCRIPTION INSTRUCTIONS
1. Complete all applicable items and sign and date this Subscription
Agreement in the places indicated. Subscribers should use full names (not
initials). If you have previously subscribed for a Note in this offering and
wish to subscribe for an additional Note, please complete the entire
Subscription for the new Note. NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED
UNLESS FULLY COMPLETED AND ACCOMPANIED BY THE APPROPRIATE PAYMENT. Parts 3 and 4
need not be completed unless the investor wishes to provide special payment
delivery instructions (Part 4) or to register his Note in the name of an XXX,
trustee or clearing brokerage firm. A separate IRS Form W-9 must be completed,
executed and submitted by the custodian, trustee or clearing brokerage firm.
2. Make your subscription check payable to "Great Nation Investment
Corporation" for the amount entered under "Amount Enclosed" in the Subscription
Agreement. Mail or deliver your signed Subscription Agreement and your check to
your Registered Representative.
3. Registered Representatives: Please forward signed Subscription
Agreements and checks to Great Nation Investment Corporation, 0000 X Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx 00000, Attention: Mr. Xxx Treat.
The following signature and other documentation requirements have been
established for the following forms of ownership of the Notes:
JOINT TENANTS AND TENANTS IN COMMON: The signatures of all joint tenants and
tenants in common investors are required unless a separate document, signed by
all parties and designating one a the agent of the other(s) for purposes of
signing the Subscription Agreement, accompanies the Subscription Agreement.
CORPORATION: The signature(s) of an officer(s) authorized to sign on behalf of
the Corporation is (are) required.
PARTNERSHIP: Specify whether the Subscriber is a general or limited partnership.
If it is a general partnership, the signatures of all partners are required. If
it is a limited partnership, the signatures of all general partners are
required.
TRUST: The Subscription Agreement must be signed by the trustee.
UNIFORM GIFTS TO MINORS ACT: The required signature is that of the custodian,
not of the parent (unless the parent has been designated as the custodian). Only
one child is permitted
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in each investment under the Uniform Gifts to Minors Act.
Different requirements may apply in your state. Please consult your attorney for
information regarding these requirements.
If you have any questions regarding these requirements, please call TRANSITION
AUTO FINANCE IV, INC., at 000-000-0000.
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