Exhibit 99.1
JTH TAX, INC.
SUBSCRIPTION AGREEMENT
JTH Tax, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
Re: Purchase of Shares of Class A Common Stock
(the "Shares") of JTH Tax, Inc. (the "Company")
at $12.50 per Share
Ladies and Gentlemen:
Reference is made to the Prospectus dated June , 1998 with respect to
the offering of the Shares (the "Offering"). Such Prospectus, together with any
amendments thereto, delivered to the undersigned is herein called the
"Prospectus". Capitalized terms used but not defined herein shall have the
respective meanings given them in the Prospectus.
For the purpose of subscribing for the Shares, and intending to be
legally bound hereby, the undersigned prospective purchaser of the Shares (the
"Purchaser") hereby agrees as follows:
1. Subscription for Shares.
Upon the terms and conditions set forth herein and in the
Prospectus, the Purchaser hereby subscribes for and agrees to acquire that
number of Shares as set forth in Section 7 hereof, and agrees to tender the
Subscription Price (as defined and set forth in Section 6 hereof) at such time
as Purchaser is notified that the Subscription Price is due. Upon acceptance of
this Subscription Agreement by the Company in accordance with the provisions
hereof, this Subscription Agreement shall become a binding contract between the
parties hereto.
2. Acceptance or Rejection of Subscription; Tender of Funds.
The Offering is subject to a minimum amount of 40,000 Shares
being purchased at a price of $12.50 per Share by the close of business on the
30th day after the registration statement in respect of the Offering becomes
effective (the "Minimum Conditions"). If in the event that the Minimum
Conditions are met, the Company will advise the Purchaser that the subscription
has been accepted and that the Subscription Price is due and payable within
business days.
If the Minimum Conditions are not satisfied or if the Offering
is terminated for any other reason, the subscription will be rejected and the
Subscription Price will not become due and payable.
Purchasers may, however, tender the Subscription Price
simultaneous with the delivery of the Subscription Agreement. In that instance,
the tendered funds will be held, together with the funds transmitted by other
Purchasers who have made similar commitments in respect to the purchase of
Shares, in a separate interest bearing escrow account (the "Escrow Account") at
First Union National Bank (the "Escrow Agent"). Securities delivered in respect
to the purchase of Shares will be held in escrow by the Company. If the Minimum
Conditions are not met or if this subscription is rejected in whole or in part
(to the extent rejected), the Subscription Price paid will be promptly returned,
with interest thereon, and this Subscription Agreement shall have no further
force or effect. The funds will be held in the Escrow Account until , 1998. If
the Minimum Conditions are met, and proof thereof is given to the Escrow Agent,
within fifteen (15) business days thereafter, the Escrow Agent will deliver the
funds held in the Escrow Account to the Company and the Company will release the
securities and process appropriate transfers.
3. Certain Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants as follows to the
Company, and each person who acquires Shares in the Company, and the Purchaser
acknowledges that the Purchaser has full knowledge that such persons intend to
rely on such representations and warranties:
THE PURCHASER HAS READ CAREFULLY AND UNDERSTANDS THE
PROSPECTUS AND HAS CONSULTED HIS OWN ATTORNEY, ACCOUNTANT OR PURCHASER
REPRESENTATIVE WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS
SUITABILITY FOR THE PURCHASER. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW WITH
RESPECT TO ANY STATEMENT CONTAINED IN THE PROSPECTUS SHALL NOT BE DEEMED TO
LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY.
The foregoing representations and warranties are true and complete as
of the date hereof and will be true and complete as of the date of the
acceptance hereof by the Company. If such representations and warranties cease,
in any respect, to be true and complete prior thereto, the Purchaser will give
written notice of such fact to the Company, specifying which representations and
warranties are not true and complete and the reasons therefor.
4. Acknowledgements of the Purchaser.
The Purchaser understands and acknowledges that:
(a) The subscription for the Shares contained herein may be
accepted or rejected, in whole or in part, in the sole and absolute discretion
of the Company.
(b) The subscription for the Shares will be rejected if the
Minimum Conditions, as described in Section 2, are not met.
(c) Upon the delivery of this Subscription Agreement to the
Company, the subscription evidenced hereby is and shall be irrevocable (subject
to applicable securities laws and regulations), except that the Purchaser shall
have no obligation hereunder if the subscription is for any reason rejected or
the offering of Shares by the Company is for any reason cancelled or withdrawn.
(d) No federal or state agency has made any finding or
determination as to the fairness of the offering of Shares for investment or any
recommendation or endorsement of the Shares.
(e) There is no public market for the Shares and it is not
anticipated that a market will develop for the Shares following this Offering.
(f) The foregoing acknowledgements, representations,
warranties and agreements shall survive the consummation of the offering
contemplated by the Prospectus.
5. General.
(a) This Subscription Agreement (i) may not be assigned
without the consent of the Company, which consent may be withheld in its sole
discretion, (ii) shall be binding upon the Purchaser and the heirs, legal
representatives, successors and assigns of the Purchaser, (iii) shall be
governed, construed and enforced in accordance with the laws of the Commonwealth
of Virginia (except insofar as affected by the state securities laws of the
jurisdiction in which the offering described herein may have been made to the
Purchaser), (iv) shall survive the acceptance by the Company of this
Subscription Agreement and the consummation of the offering contemplated by the
Offering Memorandum, and (v) contains the entire agreement of the parties, and
there are no representations, covenants or other agreements except as stated or
referred to herein.
(b) If the Purchaser is more than one person, their
obligations hereunder shall be joint and several.
(c) If any provision of this Subscription Agreement, or a part
thereof, shall be determined to be invalid or unenforceable by a court of
competent jurisdiction, the remainder of this Subscription Agreement shall
continue in full force and effect, as though such provision, or part thereof,
was not a part of this Subscription Agreement.
6. Subscription.
The undersigned hereby subscribes for and agrees to pay for
____ Shares at a price of $12.50 per Share (the "Subscription Price"). The
Subscription Price will be due and payable within business days after
notification by the Company that the subscription has been accepted. The
Subscription Price may, however, be paid simultaneously with the execution of
this Subscription Agreement in cash or a check drawn on a bank in the United
States. If the Subscription Price is paid for with a check, it should be made
payable to "JTH Tax, Inc. Escrow." The cash or check should be delivered or
mailed to the Company, at its address set forth in Section 7 hereof.
7. Notices.
Any notices and other communications required or permitted
hereunder shall be in writing and shall be sent by certified mail, return
receipt requested, addressed as follows or to such other addresses as the
parties hereto shall have given notice pursuant hereto:
If to Company:
JTH Tax, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
If to Purchaser:
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Attention:______________________
All such notices to the Company shall be effective only upon actual
receipt by the Company. All such notices to the Purchaser shall be deemed to be
given on the second business day following deposit thereof with the carrier.
This Subscription Agreement will be deemed to have been executed for
all purposes when the Purchaser signs the signature page provided within. If
this subscription is accepted, the undersigned acknowledges and agrees that the
undersigned will be a stockholder in the Company.
Type of Ownership (Check One):
____ Individual ____ Trust
____ Corporation ____ Other (please specify below)
____ Company ____ Partnership
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement as of the date set forth below.
Date: __________________, 1998
Signature Form for Individuals
_________________________ (Seal)
(Signature)
Print Name:_____________________
_________________________ (Seal)
(Signature of Joint Owner, if any)
Print Name:______________________
Signature Form for Corporations
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(Print Name of Corporation)
[Corporate Seal] By:_______________________________
(Signature of Authorized Officer)
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Print Name and Title
Signature Form for Company
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(Print Name of Company)
By: ______________________________
(Signature of Authorized Officer)
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Print Name and Title
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
Signature Form for Partnership
By its Partners:
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(Signature of Partner)
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Print Name
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(Signature of Partner)
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Print Name
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(Signature of Partner)
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Print Name
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(Signature of Partner)
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Print Name
Signature Form for Trusts
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(Print Name of Trust)
By:______________________, as
(Signature of Trustee)
Trustee under the Trust Agreement
dated____________________________
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Print Name
Other
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