EXHIBIT p
SUBSCRIPTION AGREEMENT
Xxxxxxxx Mezzanine Capital Corp.
0000 Xxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned (the "Purchaser") hereby subscribes to purchase 100 shares
of common stock, par value $0.01 per share (the "Shares"), of Xxxxxxxx Mezzanine
Capital Corp., a Maryland corporation (the "Company"), at a price of $15.00 per
share payable by deliver of $1,500.00 in cash to the Company. The Purchaser is
acquiring the shares solely for its own account and not with a view to their
distribution within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
The Purchaser represents that its present and anticipated financial
position permits it to purchase the Shares and to hold such Shares indefinitely
for investment purposes.
The Purchaser acknowledges that:
(a) the Shares are not registered under the Securities Act or under any
applicable state securities law and must be held indefinitely unless
they are subsequently so registered or unless an exemption from such
registration is available; and
(b) each certificate representing the Shares will bear the following
legend, or one similar thereto, drawing attention to the
restrictions on its transferability:
"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or under any applicable state securities law, and may not
be transferred without registration under the Act or any
applicable state securities law or the availability of an
exemption thereunder."
Purchaser: Receipt Acknowledged:
XXXXXXXX CAPITAL MANAGEMENT, L.L.C. XXXXXXXX MEZZANINE CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Managing Director and Secretary Title: Chairman of the Board,
President and Chief
Executive Officer
Date: December 17, 2003
