EXHIBIT 99.02
SUBSCRIPTION AGREEMENT
Casull Arms Corporation
000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Gentlemen:
1. SUBSCRIPTION. The undersigned hereby subscribes
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for__________units ("Units"), each unit consisting of one share of common stock
and one redeemable common stock purchase warrant, of Casull Arms Corporation, a
Delaware corporation (the "Company"), in connection with the Company's offering
on a minimum basis of 400,000 Units (the "Minimum Offering") and a maximum basis
of 1,400,000 Units.
2. ACCEPTANCE OF SUBSCRIPTION. The undersigned is tendering payment
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for the subscribed for Units by check or wire transfer in the amount of
$_____________________ to the order of Continental Stock Transfer & Trust
Company, as Escrow Agent (the "Escrow Agent") for Casull Arms Corporation. All
checks received from subscribers shall be delivered to the Escrow Agent at its
principal corporate trust office at 0 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Wire
transfers to the Escrow Agent shall be made as follows:
Continental Stock Transfer & Trust Company aaf Casull Arms Corp.
Chase Manhattan Bank, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000;
Account # - 134-633458; ABA# - 021 000 021
All funds received from subscribers for Units will be held in an
escrow account by the Escrow Agent until a closing ("Closing") of the Minimum
Offering or earlier termination of the offering. The offering will expire on
the earlier to occur of (i) 60 days from the date of the prospectus relating to
the Units or (ii) the sale of all the Units being offered (the "Termination
Date"), unless the Company and the Placement Agent agree to extend this Offering
for an additional 30-day period. In the event that subscriptions for the
Minimum Offering are not received by the Termination Date, the offering will
terminate and all funds will be returned by the Escrow Agent without interest or
deduction.
This Subscription Agreement should be delivered to National
Securities Corporation, 000 X. Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000,
Attention: Xx. Xxxx Xxxxxxx. If this subscription is rejected by either the
Company or the Placement Agent, the amount tendered by the investor shall be
promptly returned in full to the undersigned by the Escrow Agent, without
interest or deduction, and this Subscription Agreement shall be null and void
and of no further force or effect. The Company and the Placement Agent shall
have the right to reject this subscription, in whole or in part.
3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The
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undersigned hereby represents and warrants to the Company that the undersigned
has received and had the opportunity to review the Form SB-2 Registration
Statement (Registration No. 333-16911) relating to the Units. The undersigned
has also had the opportunity to ask questions of and to receive answers from the
Company and its representatives, with respect to the Company and the terms and
conditions of this offering. The undersigned and the undersigned's
representatives, if any, have been offered access to the books and records of
the Company. All materials and information requested by the undersigned and the
undersigned's representatives, if any, including any information requested to
verify any information furnished, have been made available to the undersigned.
Casull Arms Corporation
Page 2
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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(a) The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
State of Delaware. The Company has all requisite power and authority to enter
into this Subscription Agreement and to be bound by the provisions and
conditions hereof.
(b) All corporate action required to be taken by the Company
prior to the issuance and sale of the Units has been taken; and the Units when
issued shall be duly and validly issued.
5. FURTHER DOCUMENTS. The parties agree to execute any and all such
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further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.
6. ASSIGNABILITY. This Subscription Agreement is not transferrable
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or assignable by the undersigned.
7. APPLICABLE LAW. This Subscription Agreement shall be governed by
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and construed in accordance with the internal laws of the State of New York,
applicable to contracts made and to be performed wholly within that state,
without regard to the conflict of law rules thereof.
8. MODIFICATION. This Subscription Agreement may not be amended,
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modified or terminated except by an instrument in writing signed by all parties
hereto.
9. COUNTERPARTS. This Subscription Agreement may be executed
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through the use of separate signature pages or in any number of counterparts,
and each of such counterparts shall, for all purposes, constitute one agreement
binding on all parties, notwithstanding that all parties are not signatories to
the same counterpart.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this _____ day of 1997.
_________________________________________
Name of Investor:
Social Security or
Tax I.D. No._____________________________
ACCEPTED:
CASULL ARMS CORPORATION NATIONAL SECURITIES CORPORATION
By:________________________________ By:______________________________________
Name:___________________________ Name:_________________________________
Title:__________________________ Title:________________________________
Date:___________________________ Date:_________________________________
