SUBSCRIPTION AGREEMENT
Exhibit 10.9
Dear Sirs:
In connection with a proposed purchase of shares of common stock, $0.01 par value per share (the
“Shares”), of Terreno Realty Corporation, a Maryland corporation (the “Company”), from the Company,
the undersigned (the “Investor”) hereby confirms and certifies that:
1. Upon the terms and subject to the conditions set forth in this Subscription Agreement, the
Investor irrevocably subscribes for and agrees to purchase from the Company the number and amount
of Shares set forth on the signature page of this Subscription Agreement (the “Investor’s Shares”)
at a price per share equal to the public offering price per share (the “Purchase Price”) in the
Company’s underwritten initial public offering (the “Offering”). The Investor understands and
agrees that the Company reserves the right to accept or reject the Investor’s subscription for the
Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by
the Company, and the same shall be deemed to be accepted by the Company only when this Subscription
Agreement is signed by a duly authorized person by or on behalf of the Company. The Company may
execute this Subscription Agreement in counterpart form. The Investor understands and agrees that
there is no minimum amount of Shares required to be sold by the Company in the Offering. In the
event of rejection of the Investor’s entire subscription by the Company or the termination of this
Subscription Agreement in accordance with the immediately preceding sentence, the Investor’s
payment hereunder will be returned promptly to the Investor, and this Subscription Agreement shall
have no force or effect.
2. The Investor agrees to deliver the Purchase Price for the Investor’s Shares by wire transfer or
check payable to the Company on the closing date of the Offering.
3. The Investor represents and warrants that the Investor is an “accredited investor” within the
meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), as noted on Schedule A (Eligibility Representations of the Investor), which is
attached hereto and incorporated by reference herein and made a part of this Subscription
Agreement, and the Investor is purchasing the Investor’s Shares only on the Investor’s own behalf
and not for the account of any other person or entity.
4. The Investor understands that the Investor’s Shares are being offered in a transaction not
involving any public offering within the United States within the meaning of the Securities Act and
that the Shares have not been registered under the Securities Act or the securities laws of any
jurisdiction and, unless so registered, may not be sold except (a) to the Company or any subsidiary
thereof, (b) pursuant to a registration statement that has been declared effective under
the Securities Act or (c) pursuant to an exemption from the registration requirements of the
Securities Act, and subject to compliance with any applicable securities laws of any jurisdiction.
The Investor understands and agrees that the transfer agent for the Shares will not be required to
accept for registration of transfer any of the Shares acquired by it, except upon presentation of
evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on
transfer have been complied with. The Investor acknowledges that the Company and the transfer agent
for the Shares reserve the right, prior to any offer, sale or other transfer of the Shares, to
require the delivery of an opinion of counsel, certifications and/or other information satisfactory
to the Company and the transfer agent for the Shares that the foregoing restrictions have been
complied with.
5. The Investor acknowledges that the Investor has received such information as the Investor deems
necessary in order to make an investment decision with respect to the Investor’s Shares. The
Investor and the Investor’s advisor(s), if any, have had the right to ask questions of and receive
answers from the Company and its officers and trustees, and to obtain such information concerning
the terms and conditions of the offering of the Investor’s Shares as the Investor and his
advisor(s), if any, deem relevant to making an investment decision with respect to the Investor’s
Shares. The Investor represents and agrees that prior to the Investor’s agreement to purchase the
Investor’s Shares, the Investor and the Investor’s advisor(s), if any, have asked such questions,
received such answers and obtained such information as the Investor and the Investor’s advisor(s),
if any, deem relevant to making an investment decision with respect to the Investor’s Shares.
6. The Investor represents and warrants that the Investor 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 Shares, and the Investor is able to bear the economic risk of such investment and can afford
the complete loss of such investment. The Investor is aware that there are substantial risks
incident to the purchase of the Shares.
7. The Investor represents and warrants that (a) the Investor is acquiring the Shares for its own
account for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act, and (b) the Investor is aware of the
restrictions on transfer contained in the Company’s Articles of Amendment and Restatement relating
to the Shares.
8. The Investor is an “affiliate” (as defined in Rule 144 of the Securities Act) of the Company.
9. The Investor is at least 21 years of age and the Investor has adequate means of providing for
all of the Investor’s current and foreseeable needs and personal contingencies and has no need for
liquidity in this investment.
10. The Investor acknowledges that the Company, the Company’s counsel and others will rely on the
acknowledgments, understandings, agreements, representations and warranties contained in this
Subscription Agreement. The Investor agrees to promptly notify the Company
if any of the acknowledgments, understandings, agreements, representations and warranties set forth
herein change or are no longer accurate.
11. The Investor represents and warrants that the execution, delivery and performance of this
Subscription Agreement by the Investor are within the powers of the Investor, have been duly
authorized and will not constitute or result in a breach or default under or conflict with any
order, ruling or regulation of any court or other tribunal or of any governmental commission or
agency, or any agreement or other undertaking, to which the Investor is a party or by which the
Investor is bound. The signature on this Subscription Agreement is genuine, and the Investor has
legal competence and capacity to execute the same, and this Subscription Agreement constitutes a
legal, valid and binding obligation of the Investor, enforceable in accordance with its terms.
12. Neither this Subscription Agreement nor any rights that may accrue to the Investor may be
transferred or assigned.
13. The Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized
to produce this Subscription Agreement or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF MARYLAND, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE
REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Investor has caused this Subscription Agreement to be executed as of
the date set forth below.
Signature of Investor
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Signature of Joint Investor, if applicable | |
Name of Investor. Please indicate
name and capacity of person
signing above if the investor is
other than a natural person.
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Name of Joint Investor, if applicable. Please indicate name and capacity of person signing above if the joint investor is other than a natural person. |
| Date: | ||||||
The Investor’s State of residence is: |
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If there are joint investors, please check one:
o Joint Tenants with Rights of Survivorship
o Tenants-in-Common
o Community Property
Investor’s Tax ID No. or E.I.N.
|
Joint Investor’s Tax ID No. or E.I.N. | |
Business Address—Street
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Mailing Address—Street (if different) | |
City State Zip
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City State Zip |
Attn.: |
Attn.: | |||||||||||||||
Telephone No.: |
Telephone No.: | |||||||||||||
Facsimile No.: |
Facsimile No.: | |||||||||||||
Email: |
Email: | |||||||||||||
Number of Shares Subscribed For: |
Subscription Amount: |
| $ | ||||||||||
You must pay the full Subscription Amount pursuant to the instructions provided by the Company.
SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
A. ACCREDITED INVESTOR STATUS (PLEASE CHECK ALL THAT APPLY):
1.
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o | I am a director or executive officer of the Company. | ||
2.
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o | I am a natural person and have a net worth, either alone or with my spouse, of more than $1,000,000. | ||
3.
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o | I am a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expect to have income in excess of $200,000 during the current year, or joint income with my spouse in excess of $300,000 during each of the previous two years and reasonably expect to have joint income in excess of $300,000 during the current year. |
IN WITNESS WHEREOF, Terreno Realty Corporation has accepted this Subscription Agreement as of
the date set forth below.
| Terreno Realty Corporation | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
Date: |
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