EXHIBIT 10.26
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT, dated as of the ___ day of June 2002 (this
"Agreement"), is by and between Grand Avenue Associates, L.P., a Delaware
limited partnership ("Investor"), and Big 5 Sporting Goods Corporation, a
Delaware corporation (the "Company").
W I T N E S S E T H
WHEREAS, the Company is about to complete the initial public offering of
shares of its Common Stock, par value $0.01 per share, of the Company ("Common
Stock"), which shares are being registered by the Company under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-1
previously filed with the Securities and Exchange Commission (the "Form S-1");
and
WHEREAS, the Company wishes to issue and sell to Investor, and Investor
wishes to purchase from the Company, the Shares (as defined below), on the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Subscription for and Purchase of the Shares.
1.1. Subscription for Shares. Investor hereby irrevocably subscribes
for, and agrees to purchase from the Company at the Closing,
_____ shares of Common Stock being registered by the Company
under the Securities Act on Form S-1 (the "Shares") at a price
per share of $______ (the "Purchase Price").
1.2. Closing Date; Deliveries. The purchase and sale of the Shares
shall take place on the first business day immediately following
the closing date of the Company's initial public offering of its
Common Stock and shall be held at the offices of Irell & Xxxxxxx
LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx
00000, at 2:00 p.m. (Los Angeles time), or at such other place
and time which the Company and Investor mutually agree. At the
Closing, the Company shall deliver to Investor a stock
certificate, registered in Investor's name, representing the
number of Shares being purchased by Investor hereunder, against
payment therefor of the aggregate Purchase Price by wire transfer
in immediately available funds in accordance with the Company's
instructions.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to Investor that (a) this Agreement is a valid,
legal and binding obligation of the Company, enforceable against it in
accordance with its terms, except to the extent that such enforceability
may be limited by applicable bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights
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generally and subject to general principles of equity (regardless of
whether such enforcement is considered in a proceeding at law or at
equity) and (b) the Shares to be issued to Investor at the Closing under
this Agreement, when issued, sold and delivered in accordance with the
terms of this Agreement, will be duly authorized, validly issued, fully
paid and non-assessable.
3. Representations and Warranties of Investor. Investor hereby represents
and warrants to the Company that this Agreement is a valid, legal and
binding obligation of Investor, enforceable against it in accordance
with its terms, except to the extent that enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and subject to general
principles of equity (regardless of whether such enforcement is
considered in a proceeding at law or at equity).
4. Miscellaneous Provisions.
4.1. Governing Law. This Agreement is governed by, and shall be
construed and enforced in accordance with the laws of the State
of Delaware, excluding any conflict of laws or choice of law
principles.
4.2. Interpretation; Counterparts. The headings contained in this
Agreement are for reference purposes only and do not define or
limit the provisions hereof. Section, party and recital
references are to this Agreement unless otherwise stated. This
Agreement may be executed in one or more counterparts and by
facsimile transmission, each of which shall be deemed an original
and all of which shall constitute one and the same document.
4.3. Entire Agreement. This Agreement constitutes the parties' entire
agreement with respect to the subject matter hereof and
supersedes all prior oral or written, and all contemporaneous
oral, agreements, representations, warranties, statements,
promises and understandings with respect to the subject matter
hereof.
4.4. Further Assurances. Each party agrees to take such actions and
execute and deliver such documents as the other party may
reasonably request to carry out the intent and purposes of this
Agreement.
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IN WITNESS WHEREOF, the parties have hereby executed this Agreement as
of the date first set forth above.
COMPANY
BIG 5 SPORTING GOODS CORPORATION,
a Delaware corporation
By:
-------------------------------------
Name:
Title:
INVESTOR
GRAND AVENUE ASSOCIATES, L.P.
a Delaware limited partnership
By: Grand Avenue Capital Corp.
General Partner
By:
--------------------------------
Its:
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