Exhibit 28.2
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT IS EXECUTED AND DELIVERED BY THE UNDERSIGNED
INVESTOR TO CAPITAL RESOURCE GROUP ONE, LLC (THE "OFFEROR" OR "CAPITAL") IN
CONNECTION WITH THE OFFER AND SALE (HEREINAFTER REFERED TO AS THE "OFFERING") BY
THE OFFEROR OF AN AGGREGATE OF UP TO $150,000,000 INSURANCE SETTLEMENTS ASSET
BACKED CERTIFICATES EVIDENCING FRACTIONAL, UNDIVIDED INTERESTS IN CERTAIN ASSETS
OF INSURANCE SETTLEMENTS FUNDING TRUST 2000 (THE "TRUST"), CREATED PURSUANT TO
THE POOLING AND SERVICING AGREEMENT, ENTERED INTO ON _________, 0000, XXXXX
XXXXXXX, XXX XXXX XX XXX XXXX, AS THE TRUSTEE OF THE TRUST (THE "TRUSTEE"), 21ST
HOLDINGS, LLC, AS THE MASTER SERVICER (THE "MASTER SERVICER") AND UNITED FUND,
LLC, AS THE SUBSERVICER OF THE INSURANCE SETTLEMENTS ("UNITED" OR "SUBSERVICER")
(THE "POOLING AND SERVICING AGREEMENT") ON THE TERMS AND CONDITIONS SET FORTH
HEREIN, IN THE POOLING AND SERVICING AGREEMENT, AND IN THE PROSPECTUS DATED
_____________, 2000 (THE "PROSPECTUS").
1. Subscription; Delivery of Funds. Subject to acceptance of this
Subscription Agreement by the Offeror on or before completion or termination of
the Offering, the undersigned hereby subscribes for and agrees to purchase
______ Certificates issuable in the minimum denomination of $5,000 and integral
multiples of $1,000 in excess thereof upon the terms and conditions set forth
herein and in the Prospectus and herewith tenders in cash or by check payable to
the Bank of New York (the "Escrow Agent") the sum of $________ (the
"Subscription Payment"), being the full purchase price for the Certificates
subscribed hereby. The minimum subscription is for one (1) Certificate or
$5,000.
2. Execution and Delivery of Subscription Agreement. The undersigned
herewith delivers to the Offeror executed counterparts of the signature page to
this Subscription Agreement. It is understood and agreed that, in the event that
this Subscription Agreement is accepted by the Offeror, it shall be dated as of
the date of acceptance by the Offeror.
3. Subscription Payment and Documents. Prior to completion or termination
of the Offering, the Subscription Payment will be held by the Escrow Agent in a
segregated, interest bearing account established by the Offeror for such purpose
with the Bank of New York, and the Subscription Agreement will be held in trust
by the Escrow Agent for the benefit of the undersigned. In the event that this
Subscription Agreement has not been accepted or is rejected by the Offeror prior
to completion or termination of the Offering or the Offeror has not received
completed and executed Subscription Agreements for the purchase of at least
$20,000,000 no later than one hundred twenty (120) days from the effective date
of the Registration Statement, the Subscription Payment will be returned
promptly by the Offeror to the undersigned, with interest, without deduction,
and without further obligation.
4. Termination Date; Termination of Offering. Unless earlier completed or
terminated as provided herein and in the Prospectus, the Offering will remain
open for twelve (12 months from the effective date of the Registration Statement
(the "Termination Date"). The Offering may be terminated by the Offeror in the
event that completed and executed Subscription Agreements to purchase a minimum
of $150,000,000 principal amount of the Certificates have been accepted by the
Offeror before the Termination Date.
5. Irrevocable Offer to Purchase. Execution and delivery of this
Subscription Agreement by the undersigned, together with the Subscription
Payment, shall constitute an irrevocable offer to purchase the number of
Certificates indicated herein. The undersigned may not cancel, terminate, or
revoke this Subscription Agreement.
6. Acceptance or Rejection of Subscription. This Subscription Agreement may
be accepted or rejected by the Offeror, in whole or in part, at the Offeror's
sole and absolute discretion. Acceptance by the Offeror shall be indicated by
the execution hereof by any duly authorized agent of the Offeror. The
undersigned will be notified promptly of the acceptance or rejection of this
Subscription Agreement by the Offeror.
7. Representations and Warranties. The undersigned hereby represents and
warrants to the Offeror as follows:
7.1. Financial Ability of Investor. The undersigned (a) has the
financial ability to bear the economic risk of his investment in the
Certificates (including the possible loss of the entire amount thereof), (b) has
adequate means for providing for his current and future needs and personal
contingencies notwithstanding (i) the undersigned's investment in the
Certificates, (ii) the unavailability of any tax, financial or other benefits
from the undersigned's investment in or ownership of the Certificates, or (iii)
the complete loss of the undersigned's entire investment in the Certificates,
and (c) has no need for liquidity with respect to his investment in the
Certificates.
7.2. Investor Sophistication. The undersigned has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Certificates and has obtained
sufficient information from the Offeror to enable him to evaluate the risks of
an investment in the Certificates.
7.3. Representations Not Conflicting. Neither the Offeror nor any person
acting on behalf of the Offeror has made any statement, assertion,
representation, warranty or other communication to the undersigned that was
contrary to any provision of the Prospectus.
(2)
7.4. Receipt of Prospectus and Other Information. The undersigned:
(a) has been furnished with the Prospectus and any documents which
have been made available upon request, has carefully read the Prospectus and has
evaluated and understands the risks of an investment in the Certificates, and,
except as indicated in subsections (b) and (c), has relied solely upon the
information contained in the Prospectus;
(b) has been provided an opportunity to obtain any additional
information concerning the Offering, to the extent the Offeror or its authorized
representatives possess the same or could acquire it without unreasonable effort
or expense; and
(c) has had the opportunity to ask questions of, and receive answers
from, the Offeror or its authorized representatives concerning the terms and
conditions of the Offering and other matters pertaining to an investment in the
Certificates and, to the extent the Offeror or its authorized representatives
possess the same or could acquire it without unreasonable effort or expense, to
obtain such additional information as the undersigned considers necessary to
verify the accuracy of the information contained in the Prospectus or that which
was otherwise provided in order for him to evaluate the merits or risks of an
investment in the Certificates, and has not been furnished any other offering
literature or prospectus except as mentioned herein or in the Prospectus.
7.5. Suitability of Investment.
(a) The undersigned has determined that the Certificates are a
suitable investment for him and that, at this time, he is able to bear a
complete loss of his investment in the Certificates.
(b) THE TEXAS STATE SECURITIES BOARD HAS IMPOSED A SUITABILITY
STANDARD OF $65,000 ANNUAL INCOME AND $65,000 NET WORTH OR $225,000 NET WORTH
(EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES).
(c) THE CALIFORNIA CORPORATIONS COMMISSIONER HAS IMPOSED A
SUITABILITY STANDARD OF $45,000 ANNUAL INCOME AND $45,000 NET WORTH OR $150,000
NET WORTH (EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES).
7.6. Independent Investment Decision. In making a decision to invest in
the Certificates, the undersigned has relied solely upon independent
investigations made by him and in not relying on the Offeror or its authorized
representatives or any references in the Prospectus to any legal opinion with
respect to tax or other economic considerations involved in an investment in the
Certificates.
7.7. Authority. The execution, delivery, and performance of this
Subscription Agreement have been duly authorized by the undersigned. The
execution and delivery of this Subscription Agreement and the purchase of the
Certificates does not conflict with or breach any
(3)
provision organizational documents of the undersigned or any law, ruling,
regulation, statute, or agreement to which it is subject.
7.8. Residency. I am a bona fide resident of the State of ____________.
8. Investor Awareness. The undersigned hereby acknowledges his
understanding and awareness that:
8.1. Operating History. The Offeror has no financial or operating
history.
8.2. Speculative investment. The Certificates are a speculative
investment which involve a high degree of risk of the loss of the total amount
of any investment therein.
8.3. No Assurance of Benefits. No assurance has been or can be made that
any tax or financial benefits will result from an investment in the
Certificates.
8.4. Certificates Not Approved or Disapproved by Securities
Administrator.
8.5. Lack of Public Market. No public market for the Certificates
currently exists or is likely to develop, and, thus, the undersigned will need
to bear the economic risk of his investment for an indefinite period of time and
may not be able to liquidate his investment readily in case of an emergency.
8.6. Tax Benefits May be Lost. Federal and state income tax benefits, if
any, available to the undersigned as a result of his investment in the
Certificates may be lost through changes to, or in the interpretation of,
existing laws and regulations.
8.7. Certificates Not Obligation of Subservicer or Capital. THE
CERTIFICATES REPRESENT BENEFICIAL UNDIVIDED INTERESTS IN THE TRUST ONLY AND DO
NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE SELLER, THE SUBSERVICER OR ANY
AFFILIATE THEREOF EXCEPT TO THE EXTENT DESCRIBED HEREIN. THE CERTIFICATES ARE
NOT INSURED OR GUARANTEED BY ANY FEDERAL OR STATE GOVERNMENTAL AGENCY.
9. Governing law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
10. Headings. The headings of the sections of this Subscription Agreement
are for reference only and shall not limit or otherwise affect the
interpretation or effect of any term or provision.
11. Binding Agreement. Except as expressly set forth to the contrary, this
Subscription Agreement shall be binding upon and inure the benefit of the heirs,
executors, administrators, legal representatives, successors and permitted
assigns of the parties.
12. Indemnification. The undersigned acknowledges his the representations,
warranties and covenants set understanding forth herein and that the Offeror
relied upon such
(4)
representations covenants and warranties and the undersigned agrees to indemnify
the Offeror its agents, and employees, and each of them, from and against any
and all loss, liability, claim, damage, and expense (including, but not limited
to, any and all expenses reasonably incurred in investigations, preparing or
defending against any litigation commenced or threatened or any claim
whatsoever) arising out of or based upon any false representation or breach or
failure by the undersigned to comply with any covenant or agreement made by the
undersigned herein or in any other document furnished by the undersigned to any
of the foregoing in connection with the undersigned's investment in the
Certificates.
13. Rights Not Waived. Notwithstanding anything contained herein to the
contrary, no representation, warranty, acknowledgment or agreement made herein
by the undersigned shall in any manner be deemed to constitute a waiver of any
rights granted to the undersigned under federal or state securities laws.
14. Survival of Terms. All representations, warranties, acknowledgments and
agreements contained herein, the indemnification contained, in paragraph 12
shall survive (a) changes in the transactions, documents and instruments
described in the Prospectus (b) the acceptance of this Subscription Agreement,
and (c) the death, disability, incompetency, termination, bankruptcy, insolvency
or dissolution of the undersigned.
(5)
15. Please issue ________ Certificate(s) in the name(s) of _______________
__________________________________ and ________________________________, as
[e.g, joint tenants, tenants in common, or husband and wife]
IN WITNESS WHEREOF, I have executed this Subscription Agreement this ____
day of _________________, 2000.
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Signature of Investor
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Name (Please type or print)
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Signature of Spouse or Co-owner if
funds are to be invested as joint
tenants by the entirety or
community property.
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Name (Please type or print)
RECEIPT OF BROKER/DEALER
Receipt of $________________ in full payment of the above Subscription
Agreement is acknowledged on this ___ day of _______________________, 2000.
BROKER/DEALER
Name:
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By:
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Title:
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(6)
