EXHIBIT 7
Name of Subscriber
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Investment Amount: $
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EMPIRE OF CAROLINA, INC.
SUPPLEMENT TO SUBSCRIPTION AGREEMENT
As of June 10, 1997
Empire of Carolina, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Attn: President
Ladies & Gentlemen:
Reference is made to a Subscription Agreement executed by the undersigned
(the "Subscriber") for Unit(s) offered pursuant to the Private Offering
Memorandum dated May 23, 1997 ("Memorandum") of Empire of Carolina, Inc.(the
"Company") covering the offering of up to 160 Units, at $100,000 per Unit. Each
of the Units consists of 10,000 shares of Series A Preferred Stock convertible
into Common Stock and a Warrant for 10,000 shares of Common Stock of the
Company.
The Subscriber:
(i) acknowledges that such Subscriber has received and read Supplement No.
I to the Memorandum dated June 10, 1997 and the Memorandum;
(ii) acknowledges that Supplement No. I describes material changes from
information set forth in the Memorandum;
(iii) hereby affirms its subscription as set forth in the Subscription
Agreement and consents to the acceptance of its subscription and issuance
and sale to it of Unit(s) at the initial or any subsequent closing of the
Offering in accordance with the Memorandum as amended by Supplement No. 1.
If any Subscriber does not wish to affirm its subscription, such
Subscriber must so advise the Placement Agents and the Company in writing
by 5:00 p.m. E.D.T. on Thursday, June 12, 1997;
(iv) shall be obligated, upon acquisition of shares of Series A Preferred
Stock pursuant hereto, to exercise the voting rights pertaining to such
shares, at the next annual meeting of the stockholders of the Company or
such subsequent stockholder meetings as may be necessary in order to
approve the matters
2
specified hereafter, to amend the Company's certificate of incorporation
to provide that the Company may issue up to 60,000,000 shares of common
stock and to provide that the Company's Board of Directors shall consist
of up to eight members, as may be determined by the Board of Directors
from time to time. In furtherance thereof, the Subscriber hereby appoints
Xxxxxxx Xxxxxx and Xxxxx Xxxxx, and each of them, as proxies, with full
power of substitution, to vote the shares of Series A Preferred Stock
being acquired by the Subscriber pursuant hereto as specified in the
preceding sentence, and to attend any meeting of stockholders required
therefor, hereby acknowledging that the proxy granted pursuant hereto is
coupled with an interest and is irrevocable;
(vi) if a U. S. Subscriber, has completed Internal Revenue Service form
W-9 and attached the original hereto;
(vii) if a non-U.S. Subscriber, has completed Internal Revenue Service
Form W-8 and attached the original hereto; and
(viii)acknowledges receipt and agrees to be bound by the terms of the
Registration Rights with respect to the Series A Preferred Stock, appended
hereto.
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Name of Subscriber (please print)
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Signature
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Capacity in which signed (if not an individual)
