EXHIBIT 13
SUBSCRIPTION AGREEMENT
The Avalon Fund of ▇▇▇ Arbor, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
The undersigned ("Subscriber") hereby subscribes for and agrees to acquire
from The Avalon Fund of ▇▇▇ Arbor, Inc., a corporation incorporated under the
laws of the State of Maryland (the "Corporation"), the number of shares of
$.0001 par value Common stock of The Avalon Capital Appreciation Fund (the
"Shares") of the Corporation shown below in consideration of a cash contribution
of $100,000 ($10.00 per share).
Subscriber hereby represents and warrants to the Corporation that:
(a) Subscriber hereby acknowledges and agrees that the shares will be
issued in reliance upon the exemption from registration contained in Section
4(2) of the Securities Act of 1933 (the "Securities Act"), and that such Shares
will or may also be issued in reliance upon the exemptions from registration
contained in relevant sections of the Maryland Securities Act and/or comparable
exemptions contained in the securities laws of other jurisdictions to the extent
applicable, and that the transfer of such shares may be restricted or limited as
a condition to the availability of such exemptions.
(b) The shares are being purchased for investment for the account of the
undersigned and without the intent of participating directly or indirectly in a
distribution of such Shares, and the Shares will not be transferred except in a
transaction that is in compliance with any and all applicable securities laws.
(c) Subscriber has been supplied with, or has had access to, all
information, including financial statements and other financial information, of
the Corporation, to which a reasonable investor would attach significance in
making investment decisions, and has had the opportunity to ask questions of,
and receive answers from, knowledgeable individuals concerning the Corporation
and the Shares.
(d) Subscriber understands that no registration statement or prospectus
with respect to the corporation or the shares is yet effective, and Subscriber
has made his own inquiry and analysis with respect to the Corporation and the
shares.
(e) Subscriber personally, or together with his purchaser representative,
has such knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of an investment in the Corporation
and the Shares.
(f) Subscriber is financially able to bear the economic risk of this
investment, can afford to hold the shares for an indefinite period and can
afford a complete loss of this investment. Subscriber has no present intention
to sell the shares.
Dated as of the _______ day of September, 1998
Shares of
The Avalon Capital Appreciation Fund Subscribed Purchase Amount
10,000 $100,000
SUBSCRIBED BY:
QUESTAR CAPITAL CORPORATION
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
ACCEPTED BY:
THE AVALON FUND OF ▇▇▇ ARBOR, INC.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
