Exhibit 10.20
SUBSCRIPTION AGREEMENT
Hippo, Inc.
0000 X. Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Mr. Xxxx Xxxxxx
Re: Purchase of Notes and Warrants
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Gentlemen:
1. (a) The undersigned hereby subscribes for ___ units (the "Units"),
each Unit consisting of a non-transferable $______ principal amount promissory
note (each, a "Note") of Hippo, Inc., a Delaware corporation (the "Company") and
_______________________________________________________________________ warrants
(each, a "Warrant") to purchase one share of common stock [per warrant at the
Initial Public Offering ("IPO") of the Company.] The Note and any interest shall
be repaid within five business days following the close of the IPO, or in the
event the IPO does not occur, no later than September 30, 1998. [The Warrants
shall be offered on the identical terms of those being offered to the public at
the IPO and shall be locked up for a period of one (1) year after the IPO. All
investors with a minimum $50,000 investment will receive a complimentary set of
Tegra brand golf clubs.] The undersigned hereby agrees to pay the Company the
amount of $______ for each Unit subscribed for at the closing of the purchase of
the Units (the "Closing"), which will occur if and when the Company accepts this
Subscription Agreement. The undersigned understands that a minimum investment of
the Units, or $______, is required although the Company may accept less than the
minimum at its discretion. The Notes and the Warrants shall hereinafter be
referred to collectively as the "Securities".
(b) Either (i) a check in the amount of the undersigned's
entire purchase price for the Units is enclosed herewith, or (ii) the
undersigned has effectuated a wire transfer concurrently herewith to the
non-interest bearing Hippo Account at the following bank address:
Xxxxxxx Bank of Palm Beach County
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000
ABA# 000000000
Account: Hippo, Inc.
1611993474
Such payment will be returned, without deduction and without
interest, in the event that this subscription is not accepted by the Company or
the private placement of the Securities (the "Private Placement") is withdrawn
or otherwise does not close.
2. To induce the Company to accept this subscription, the undersigned
hereby agrees that within five (5) days after receipt of written request from
the Company, the undersigned will provide such information and execute and
deliver such documents as the Company may reasonably request to comply with any
and all laws and ordinances to which the Company may be subject, including
without limitation, the securities laws of the United States of America or any
other jurisdiction.
3. To induce the Company to accept this subscription, the undersigned
hereby represents, warrants and agrees that:
(a) The information provided by the undersigned in the
Confidential Purchaser Questionnaire enclosed herewith, and any other
information provided to the Company by the undersigned, is true and correct in
all respects as of the date hereof and will be true and correct in all respects
an of the Closing (or, if there have been any changes in such information since
the date the Confidential Purchaser Questionnaire or such other information was
furnished to the Company, the undersigned has advised the Company in writing of
such changes).
(b) The undersigned, if an individual, is over 21 years of
age, and the address set forth below is the true residence and domicile of the
undersigned, and the undersigned has no present intention of becoming a resident
or domiciliary of any other state or jurisdiction. If a corporation, trust,
partnership or other entity, the undersigned has its principal place of business
at the address set forth below.
(c) The undersigned has received and reviewed carefully the
Company's Private Placement Memorandum dated ____________________________, (the
"Memorandum").
(d) The undersigned has had an opportunity to ask questions of
and receive answers from the Company concerning the Company and all other
matters pertinent to an investment in the Securities, and all such questions
have been answered to the full satisfaction of the undersigned. The undersigned
has been given access to the Company's books and records and all other documents
and information that the undersigned has requested related to an investment in
the Securities.
(e) Except as set forth in the Memorandum, no representation
or warranties have been made to the undersigned by the Company or any agent,
employee or affiliate thereof, and no oral or written information furnished to
the undersigned or his advisors, if any, was in any way inconsistent with the
Memorandum. In entering into this transaction, the undersigned is not relying
upon any information other than that contained in the Memorandum and the results
of the undersigned's own investigation.
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(f) The undersigned understands that the Securities have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), or under any state blue sky or securities law, in reliance on exemptions
thereunder, that they have not been approved or disapproved by the Securities
and Exchange Commission or by any other federal or state authority or agency,
and that no such authority or agency has passed on the accuracy or adequacy of
the Memorandum.
(g) The undersigned is acquiring the Securities for the
undersigned's own account, for investment purposes only, and not for, with a
view to or in connection with any resale or other distribution thereof, in whole
or in part.
(h) [Other than Argent Securities, Inc.,] the undersigned has
not employed or dealt with a broker or finder, or any other similar person or
entity who may be entitled to compensation, in connection with this proposed
purchase of the Securities.
(i) The undersigned has carefully considered and has, to the
extent he believes appropriate, discussed with his professional legal, tax and
financial advisors the suitability of an investment in the Company for his
particular tax and financial situation and has determined that the Securities
are a suitable investment for him.
(j) The undersigned (either alone, or, if the undersigned in
the undersigned's Confidential Purchaser Questionnaire designated one or more
Investor Representatives, together with such Investor Representative(s)) has
such knowledge and experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of an investment in
the Company.
(k) The undersigned is an "accredited investor," as such term
is defined in Rule 501 promulgated by the Securities and Exchange Commission
under the Securities Act.
(l) The undersigned acknowledges and understands that:
(i) The Securities are a speculative investment and
involve substantial risks.
(ii) The Company has limited financial resources and
operating history.
(iii) The Securities will constitute "restricted
securities" within the meaning of Rule 144 promulgated under
the Securities Act; there are substantial restrictions on the
transferability of the Securities; there will be no public
market for the Securities; the Securities cannot be resold
unless they are registered under the Securities Act or unless
an exemption from registration is available; Rule 144
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is not now available to provide an exemption for resale of the
Securities because the Company is not required to file, and
does not file, current reports under the Securities Exchange
Act of 1934, as amended, and because information concerning
the Company substantially equivalent to that which would be
available if the Company were required to file such reports
is not now publicly available; the Company may become a
reporting entity at some future date, but no assurance can be
given that it will do so; and accordingly, it may not be
possible for the undersigned to liquidate the undersigned's
investment in the Securities when the undersigned wants to
do so.
(iv) The Notes and the warrants are not transferable
except with the Company's prior written consent, which may be
withheld in the Company's sole discretion.
(m) The undersigned is able:
(i) to bear the full economic risk of an investment
in the Securities;
(ii) to hold the Securities indefinitely; and
(iii) to afford a complete loss of the undersigned's
investment in the Securities.
(n) If this Subscription Agreement is executed and delivered
on behalf of a partnership, corporation, trust or other entity,
(i) the execution and delivery of this Subscription
Agreement, the Confidential Purchaser Questionnaire and any
other instruments executed and delivered on behalf of such
partnership, corporation, trust or other entity, and the
purchase of the Securities by such entity, have been duly
authorized;
(ii) this Subscription Agreement is binding upon such
partnership, corporation, trust or other entity; and
(iii) such partnership, corporation, trust or other
entity was not formed for the specific purpose of investing in
the Company.
4. The undersigned acknowledges that the undersigned understands the
meaning and legal consequences of the representations and warranties contained
in paragraph 3 hereof, and that the Company intends to rely upon them. The
undersigned hereby agrees to indemnify and hold harmless the Company and each
director, officer or agent thereof from and against any and all losses, damages,
liabilities and expenses arising out of or in connection with any breach of, or
inaccuracy in, any representation or warranty of the undersigned, whether
contained in this Subscription Agreement or otherwise.
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5. The undersigned hereby agrees that the Company or its transfer
agent(s) may maintain "stop transfer"orders with respect to the Securities and
that in addition to any other legends which counsel for the Company shall deem
necessary or desirable to cause the sale of the Securities to the undersigned to
be exempt under the blue sky or securities laws of any state, each of the
Securities will bear a conspicuous legend in substantially the following form:
The securities represented hereby have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under the
provisions of any applicable state securities laws, and may not be
sold, pledged, hypothecated or otherwise transferred unless (i) a
registration statement with respect thereto is effective under the
Securities Act or (ii) the Company has received an opinion of counsel
reasonably satisfactory to the Company that such registration is not
required.
[6. No reliance upon placement agent. This investment is made without
any reliance from information, either verbal or written, provided by Argent
Securities, Inc. Accordingly, the undersigned agrees to hold harmless Argent
Securities, Inc. for any and all losses, damages, liabilities, expenses
(including attorney fees) of any kind that may occur as a result from making
this investment.]
7. (a) It is understood that this Subscription Agreement is not binding
on the Company until the Company accepts it, which acceptance is at the sole
discretion of the Company, by executing this Subscription Agreement where
indicated. The Company will have the right to reject this Subscription
Agreement, in whole or in part, and will not be obligated to allocate the
Securities among subscribers pro rata in the event of an over-subscription. This
Subscription Agreement will be null and void if the Company does not accept it.
If the Company does not accept this Subscription, any payment tendered by the
undersigned herewith will be returned to the undersigned without interest, and
the Company and the undersigned will have no further obligation to each other
hereunder.
(b) It is understood that the Company will have the right to
terminate or withdraw the Private Placement at any time. The undersigned also
understands that there is no aggregate minimum dollar level of accepted
subscriptions required as a condition to the Closing. In the event that the
Private Placement is withdrawn or otherwise does not close as to the
undersigned's subscription, any payment rendered by the undersigned herewith
will be returned to the undersigned without interest.
8. (a) This Subscription Agreement is not transferable or assignable by
the undersigned. Except as otherwise provided by applicable law, this
Subscription Agreement may
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not be revoked or canceled by the undersigned, unless the Company in its sole
discretion consents to revocation, rejects the subscription or withdraws the
Private Placement.
(b) The representations, warranties, understandings and
acknowledgments in this Agreement are true and accurate as of the date hereof,
shall be true and accurate on the date of the acceptance hereof by the Company
and shall survive thereafter.
(c) All notices or other communications to be given or made
hereunder shall be in writing and shall be delivered personally or mailed, by
registered or certified mail, return receipt requested, postage prepaid, to the
undersigned or to the Company as the case may be, at their respective addresses
set forth herein.
(d) This Subscription Agreement shall be governed by, and
construed and enforced in accordance with, the substantive laws of the State of
Delaware without regard to its principles of conflicts of laws.
This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
prior or contemporaneous agreements, representations, warranties and
understandings in connection herewith. This Agreement may be amended only by a
writing executed by all parties hereto.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement as an instrument under seal on the date set forth below.
Name of Subscriber
Date Signature
Title (if the subscriber is not a natural person)
Amount of Investment $__________
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Please print information
below exactly as you wish
it to appear in the records
of the Company.
Name and capacity in which
subscription is made see
next page for particular
requirements.
ADDRESS:
Number and Street
City State Zip Code
Social Security Number or other Taxpayer
Identification Number
Address for notices if different from above
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Additional Execution Page -- to be completed
in all cases except where subscriber is
an individual acting as such solely
for his or her own account.
Please check to indicate form of ownership of, or organization of entity
acquiring, Units.
_____ TENANTS-IN-COMMON _____ CORPORATION
(Both parties must sign on preceding (A certificate of corporate resolution
page.) authorizing attached or sent under separate
_____ JOINT TENANTS WITH RIGHT cover.)
OF SURVIVORSHIP
(Both parties must sign.)
_____ COMMUNITY PROPERTY _____ PARTNERSHIP
(One signature required if interest held in (A copy of Certificate of Limited
one name, i.e., managing spouse; two Partnership or Partnership Agreement or
signatures execute this Subscription other evidence of authority must be
Agreement required if interest held in attached or sent under separate cover.)
both names.)
_____ TRUST
The name of the trust, name of trustee,
and date trust was formed:
(A copy of the Trust-Agreement or other
authorization must be attached or
forwarded under separate cover.)
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