EXHIBIT 10.13
COOL RIVER RESTAURANT DEVELOPMENT, L.P.
SUBSCRIPTION AGREEMENT
1. SUBSCRIPTION. The undersigned (the "Subscriber") hereby irrevocably
subscribes to purchase from Cool River Restaurant Development, L.P., a Delaware
limited partnership (the "Partnership"), Class A Limited Partnership Interests
("Interests"), in the amount indicated on the signature page of this
Subscription Agreement. In payment for the Interests, the Subscriber is
concurrently forwarding a check in that amount payable in immediately available
funds to the Partnership or wire transferring that amount to the Partnership's
account in accordance with the subscription instructions furnished by the
Partnership. The Partnership shall have the right in the Managing General
Partner's sole discretion, to reject such subscription or, by executing a copy
of this Subscription Agreement, to accept such subscription.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER. The
Subscriber hereby represents, warrants and agrees as follows:
(a) The Interests are being purchased by the Subscriber and not by any
other person, with the Subscriber's own funds and not with the funds of any
other person, and for the account of the Subscriber, not as a nominee or agent
and not for the account of any other person. On acceptance of this Subscription
Agreement by the Partnership, no other person will have any interest, beneficial
or otherwise, in the Interests. The Subscriber is not obligated to transfer
Interests to any other person nor does the Subscriber have any agreement or
understanding to do so. The Subscriber is purchasing the Interests for
investment for an indefinite period, not with a view to the sale or distribution
of any part or all thereof by public or private sale or other disposition. The
Subscriber has no intention of selling, subdividing, granting any participation
in or otherwise distributing or disposing of any Interests.
(b) The Subscriber has been advised that the Interests have not been
registered under the Securities Act of 1933, as amended (the "Act"), or
registered or qualified under any other securities law, on the ground, among
others, that no distribution or public offering of the Interests is to be
effected and the Interests will be issued by the Partnership in connection with
a transaction that does not involve any public offering within the meaning of
section 4(2) of the Act, under the rules and regulations of the Securities and
Exchange Commission thereunder and under comparable exemptive provisions of the
securities laws, rules and regulations of other jurisdictions. The Subscriber
understands that the Partnership is relying in part on the Subscriber's
representations as set forth herein for purposes of claiming such exemptions and
that the basis for such exemptions may not be present if, notwithstanding the
Subscriber's representations, the Subscriber has in mind merely acquiring
Interests for resale on the occurrence or non-occurrence of some predetermined
event. The Subscriber has no such intention.
(c) The Subscriber (either alone or with the Subscriber's purchaser
representative who is unaffiliated with, has no equity interest in and is not
compensated by the Partnership or any affiliate or selling agent of the
Partnership, directly or indirectly) has such knowledge and experience in
financial and business matters that the Subscriber is capable of evaluating the
merits and risks of an investment in Interests and has the capacity to protect
the Subscriber's own interests in connection with the Subscriber's proposed
investment in Interests.
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If the Subscriber intends to have a "purchaser representative" advise
Subscriber in order to meet the foregoing requirement, set forth below is the
identifying information of Subscriber's purchaser representative:
Name: Firm:
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Address: Telephone:
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(d) The Subscriber agrees to provide the Partnership updates to the
information contained in this Subscription Agreement if reasonably requested by
the Partnership.
(e) The Subscriber acknowledges receipt of a Confidential Term Sheet
(the "Term Sheet") from the Partnership containing information about the
offering and the Partnership contemporaneous with receipt of this Subscription
Agreement, and acknowledges that the Subscriber has been furnished with such
financial and other information concerning the Partnership and the business and
proposed business of the Partnership as the Subscriber considers necessary in
connection with the Subscriber's investment in Interests. The Subscriber has
carefully reviewed the Term Sheet and the other materials delivered therewith
(collectively, the "Placement Materials"), and is thoroughly familiar with the
proposed business, operations, properties and financial condition of the
Partnership and has discussed with representatives of the Partnership any
questions the Subscriber may have had with respect thereto and has received
answers to the Subscriber's full satisfaction. The Subscriber understands: (i)
the risks involved in this offering, including the speculative nature of the
investment; (ii) the financial hazards involved in this offering, including the
risk of losing the Subscriber's entire investment; (iii) the lack of liquidity
and restrictions on transfers of Interests; and (iv) the tax consequences of
this investment. The Subscriber has consulted with the Subscriber's own legal,
accounting, tax, investment and other advisers with respect to the tax treatment
of an investment by the Subscriber in Interests and the merits and risks of an
investment in Interests. In making its investment decision hereunder, the
Subscriber has relied on its own independent investigation made by it and/or on
the advice given by its own legal counsel, accountants, investment and other
advisors.
(f) The Subscriber is able to bear the economic risk of an investment
in the Interests.
THE SUBSCRIBER IS AN "ACCREDITED INVESTOR" BY VIRTUE OF SUBSCRIBER MEETING THE
CATEGORY OR CATEGORIES INDICATED BELOW. PLEASE CHECK ALL THAT APPLY:
___ (1) A natural person (not an entity) whose individual net worth, or
joint net worth with his or her spouse, at the time of his or her
purchase exceeds $1,000,000;
___ (2) A natural person (not an entity) who [initial appropriate
blank(s)] (a) ____ had an individual income in excess of $200,000 in
each of the preceding two calendar years or (b) ____ had joint income
with his or her spouse in excess of $300,000 in each of those years and
(c) ____ in either case (a) or (b), has a reasonable expectation of
reaching the same income level in the current calendar year;
___ (3) An employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, [initial appropriate
blank] (a) if the investment decision is made by a plan fiduciary, as
defined in section 3(21) thereof, which is (i) ____ a bank, (ii) ____ a
savings and loan association, (iii) ____ an insurance company or (iv)
____ a registered investment adviser, or (b) ____ if the employee
benefit plan has total assets in excess of $5,000,000, or (c) ____ if
the employee benefit plan is a self-directed plan, with investment
decisions made solely by persons that are accredited investors;
___ (4) A trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Interests being offered,
whose purchase is directed by a person who has such knowledge and
experience in financial and business matters that he or she is capable
of evaluating the merits and risks of the prospective investment in the
Partnership;
___ (5) (a) A bank as defined in section 3(a)(2) of the 1933 Act,
whether acting in its individual or fiduciary capacity;
___ (6) (b) A savings and loan association or other institution as
defined in section 3(a)(5)(A) of the 1933 Act, whether acting in its
individual or fiduciary capacity;
___ (7) A broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934;
___ (8) An insurance company as defined in section 2(13) of the 1933
Act;
___ (9) An investment company registered under the Investment Company
Act of 1940 or a business development company as defined in section
2(a)(48) of the Investment Company Act of 1940;
___ (10) A Small Business Investment Company licensed by the U.S. Small
Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958;
___ (11) A private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
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X (12) [Initial applicable blank] (a) ____ An organization described
--- in section 501(c)(3) of the Internal Revenue Code, or (b) _X_ a
corporation, a Massachusetts or similar business trust, or a
partnership not formed for the specific purpose of acquiring the
Interests being offered, or (c) ____ a plan established or maintained
by a state or its political subdivisions or any agency or
instrumentality of a state or its political subdivisions, for the
benefit of its employees, in either case (a), (b) or (c) with total
assets in excess of $5,000,000 (in case (a), such total assets include
endowment, annuity and life income funds and are to be determined
according to the investor's most recent audited financial statements);
___ (13) An executive officer of the Partnership or any director,
executive officer or general partner of a general partner of the
Partnership; or
___ (14) An entity in which all the equity owners are accredited
investors.
If you have indicated category (3)(c) or (14) above, please list below the names
and categories of accreditation of the accredited investors making the
investment decisions (category (3)(c)) or who are the equity owners (category
(14)) (attach additional pages if necessary):
Accredited Investor
Person Making Decision/Equity Owner Category
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(g) The Subscriber is not an investment company under the Investment
Company Act of 1940, as amended (the "ICA") or a business development company as
defined in section 202(a)(22) of the Investment Advisers Act of 1940, as
amended.
(h) If the Subscriber is an individual, the Subscriber is a citizen of
the United States, or a resident alien taxable as a citizen of the United
States, over twenty-one years of age (or the age of majority in the Subscriber's
state of residence) and if the Subscriber is an unincorporated association, all
of its members are such citizens of such age. The requirements of the preceding
sentence will be deemed met if the Subscriber is an individual of such
citizenship and age who is acting as a custodian, trustee or legally appointed
personal representative for the beneficial investor (who may be under such age).
The Subscriber agrees to notify the Partnership within thirty (30) days of
becoming a nonresident alien. If the Subscriber is a corporation, partnership,
limited liability company, trust or other entity:
(i) It is not a foreign corporation, foreign partnership,
foreign limited liability company, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code of 1986, as
amended (the "Code"), and the Income Tax Regulations
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promulgated thereunder) and it agrees to notify the Partnership within
sixty days of the date it becomes any such foreign person;
(ii) Less than forty percent of its total assets will be
invested in the Partnership and it was not formed for the purpose of
investing in Interests and has or will have other substantial business
or investments;
(iii) It understands and agrees that its subscription hereby
may be reduced by the Partnership to an amount of Interests that is
less than ten percent of the total amount of equity interests in the
Partnership held by all partners of the Partnership unless such entity
is not, at the date its subscription is accepted by the Partnership, an
"investment company" as defined under the ICA or one or more companies
that are relying on the exclusion from the definition of "investment
company" under the ICA provided by Sections 3(c)(1) and 3(c)(7)
thereof; and
(iv) The governing documents of the Subscriber require that
each beneficial owner of the Subscriber, including, but not limited to,
shareholders, partners, members and beneficiaries, participates through
his, her or its interest in the Subscriber in all of the Subscriber's
investments and that the profits and losses from each such investment
are shared among such beneficial owners in the same proportions as all
other investments of the Subscriber. No such beneficial owner may vary
his, her or its share of the profits and losses or the amount of his,
her or its contribution for any particular investment made by the
Subscriber.
The Subscriber understands that his, her or its certification above regarding
non-foreign status may be disclosed to the Internal Revenue Service by the
Partnership and any false statement may be punishable by fine, imprisonment or
both.
(i) The Subscriber is not an employee benefit plan (an "Employee
Benefit Plan") as defined under the Employee Retirement Income Security Act of
1974, as amended.
(j) This
Subscription Agreement constitutes a legal, valid and binding
agreement of the Subscriber enforceable against the Subscriber in accordance
with its terms. The Subscriber, if not an individual, is empowered and duly
authorized to enter into this
Subscription Agreement (including the power of
attorney herein) under any governing document, partnership agreement, operating
agreement, trust instrument, pension plan, charter, certificate of
incorporation, bylaw provision or the like. The person, if any, signing this
Subscription Agreement on behalf of the Subscriber is empowered and duly
authorized to do so by the governing document or trust instrument, pension plan,
charter, certificate of incorporation, bylaw provision, board of directors or
stockholder resolution, or the like.
(k) If the Subscriber resides or is domiciled in Pennsylvania, (i) the
Subscriber will not sell any Interests for a period of at least twelve months
after the date the Interests are issued to the Subscriber, and (ii) the
Subscriber has been advised that the Subscriber has a right to withdraw the
Subscriber's acceptance of an offer to purchase Interests, which acceptance will
be evidenced by the receipt by the Partnership of an executed copy of this
Subscription Agreement, without incurring any liability within two business days
from the date of receipt by the Partnership of this Subscription Agreement.
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(l) The Subscriber understands that insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Partnership pursuant to the
foregoing provisions, the Partnership has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
(m) If the Subscriber is a natural person and resides or is domiciled
in Massachusetts, the value of the Subscriber's investment in Interests does not
exceed 25% of the Subscriber's net worth, excluding the net worth of the
Subscriber's principal residence and its furnishings.
(n) The Subscriber agrees to notify the Partnership within thirty (30)
days if any of the foregoing representations are no longer true.
(o) Subscriber understands that the Managing General Partner may, at
any time, conduct an initial closing or additional closings, of the offering,
and may, in its sole discretion, increase or decrease the size of the offering,
or extend the offering, for any reason that it deems necessary, appropriate or
desirable.
3. AGREEMENT TO REFRAIN FROM RESALES. Without in any way limiting the
representations and warranties herein, the Subscriber further agrees that the
Subscriber shall in no event pledge, hypothecate, sell, transfer, assign or
otherwise dispose of any Interests, nor shall the Subscriber receive any
consideration for Interests from any person, unless:
(a) A registration statement under the Act with respect to the
Interests shall be then effective; or
(b) The Subscriber shall have furnished the Partnership with an opinion
of the Subscriber's counsel in form and substance satisfactory to the
Partnership to the effect that the proposed transfer complies with applicable
provisions of the Act and any applicable blue sky laws and will not result in
the Partnership having to register as an investment company under the ICA.
If, in the opinion of counsel for the Partnership, the Subscriber at
any time hereafter has acted in a manner inconsistent with this Section 3, the
Partnership may refuse to transfer the Interests until such time as counsel for
the Partnership is of the opinion that such transfer will not require
registration or qualification of Interests under the Act or any other securities
law. The Subscriber understands and agrees that the Partnership may refuse to
acknowledge or permit any disposition of Interests that is not in all respects
in compliance with this Subscription Agreement or applicable securities law.
4. CERTIFICATES TO BE LEGENDED. The Subscriber understands and agrees
that any instrument or certificate representing or relating to the Interests may
bear such legends as the Partnership may consider necessary or advisable to
facilitate compliance with the Act and any other securities law, including,
without limitation, legends stating that the Interests have not been registered
under the Act and setting forth the limitations on dispositions imposed hereby.
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5. INTERESTS WILL BE RESTRICTED SECURITIES. The Subscriber understands
that the Interests will be "restricted securities" as that term is defined in
Rule 144 under the Act and, accordingly, that the Interests must be held
indefinitely unless they are subsequently registered under the Act and qualified
under any other applicable securities law or exemptions from such registration
and qualification are available. The Subscriber understands that the Partnership
is under no obligation so to register or qualify Interests under the Act or any
other securities law, or to comply with Regulation A or any other exemption
under the Act or any other law. The Subscriber understands that Rule 144 is not
available for any sale of Interests.
6. INDEMNIFICATION. The Subscriber hereby agrees to indemnify and
defend the Partnership and each of its employees, agents, representatives and
partners and hold them harmless from and against any and all claims,
liabilities, damages and expenses (including, without limitation, court costs
and attorneys' fees) incurred on account of or arising out of: (a) any breach of
or inaccuracy in the Subscriber's representations, warranties or agreements
herein, including, without limitation, the defense of any claim based on any
allegation of fact inconsistent with any of such representations, warranties or
agreements; (b) any disposition of Interests contrary to any of such
representations, warranties or agreements; or (c) any action, suit or proceeding
based on (i) a claim that any of such representations, warranties or agreements
were inaccurate or misleading or otherwise cause for obtaining damages or
redress under the Act or any other securities law, or (ii) any disposition of
any Interests.
7. SUCCESSORS; ASSIGNMENT. The representations, warranties and
agreements in this Subscription Agreement shall be binding on the Subscriber's
successors, assigns, heirs and legal representatives and shall inure to the
benefit of the respective successors and assigns of the Partnership. This
Agreement is not transferable or assignable by the undersigned.
8. ARBITRATION AND CHOICE OF LAW.
(a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
OR TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF
TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. Any
controversy or claim (including, without limitation, whether any controversy or
claim is subject to arbitration) arising out of or relating to this Agreement,
or the breach thereof (whether, in any case, involving (x) a party hereto, (y)
their transferees or (z) such party's or transferee's officers, partners,
members, managers, employees, representatives or agents), shall be settled by
binding arbitration administered by the American Arbitration Association (the
"AAA") under its Commercial Arbitration Rules ("Rules"), and shall be held in
Dallas,
Texas.
(b) In any arbitration proceeding, the following limitations on the
form and volume of written discovery and oral depositions that each side may
conduct in preparation for the arbitration proceeding shall apply: (i) each side
shall be permitted no more than 50 hours in oral depositions to examine and
cross-examine (A) parties on the opposing side, (B) experts designated by those
parties and (C) persons who are subject to those parties' control, and (ii) each
party shall be limited to 25 written interrogatories, excluding interrogatories
asking a party only to
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identify or authenticate specific documents); provided, however, that the
arbitration panel shall specify all other matters regarding the conduct of such
written discovery and oral depositions.
(c) Any dispute submitted for arbitration shall be referred to a panel
of three arbitrators. The party or parties submitting ("Submitting Party") the
intention to arbitrate (the "Submission") shall nominate one arbitrator. Within
30 days of receipt of the Submission, the party or parties receiving the
Submission ("Answering Party") shall nominate one arbitrator. If the Answering
Party fails to timely nominate an arbitrator, then the second arbitrator shall
be appointed by the AAA in accordance with the Rules. If the arbitrator chosen
by the Submitting Party and the arbitrator chosen by or selected for the
Answering Party can agree upon a neutral arbitrator within fifteen days of the
choice or selection of the Answering Party's arbitrator, then such individual
shall serve as the third arbitrator. If no such agreement is reached, a third
neutral arbitrator shall be appointed by the AAA in accordance with the Rules.
The parties agree that they shall consent to an expedited proceeding under the
Rules, to the full extent the AAA can accommodate such a request.
(d) The ruling of the arbitrators shall be binding and conclusive upon
all parties hereto any other Person with an interest in the matter.
(e) The arbitration provision set forth in this Section shall be a
complete defense to any suit, action or other proceeding instituted in any court
regarding any controversy or claim (including, without limitation, whether any
controversy or claim is subject to arbitration) arising out of or relating to
this Agreement, or the breach thereof (whether, in any case, involving (x) a
party hereto, (y) their transferees or (z) such party's or transferee's
officers, partners, members, managers, employees, representatives or agents);
provided, however, that (i) any of the parties to the arbitration may request a
Texas State District Court in Dallas County,
Texas, to provide interim
injunctive relief in aid of arbitration hereunder or to prevent a violation of
this Agreement pending arbitration hereunder (and any such request shall not be
deemed a waiver of the obligations to arbitrate set forth in this Section), (ii)
any ruling on the award rendered by the arbitrators may be entered as a final
judgment in (and only in) a
Texas State District Court in Dallas County,
Texas
(and each of the parties hereto irrevocably submits to the jurisdiction of such
court for such purposes) and (iii) application may be made by a party to any
court of competent jurisdiction wherever situated for enforcement of any such
final judgment and the entry of whatever orders are necessary for such
enforcement. In any proceeding with respect hereto, all direct, reasonable costs
and expenses (including, without limitation, AAA administration fees and
arbitrator fees) incurred by the parties to the proceeding shall, at the
conclusion of the proceeding, be paid by the party incurring same.
9. POWER OF ATTORNEY. The Subscriber hereby irrevocably constitutes and
appoints Cracken, Harkey, Street & Xxxxxxxx, L.L.C., the Managing General
Partner of the Partnership, with full power of substitution and resubstitution,
as the Subscriber's true and lawful attorney, for the Subscriber and in the
Subscriber's name, place and stead and for the Subscriber's use and benefit to
sign, execute and deliver: (a) the Amended and Restated Agreement of Limited
Partnership of Cool River Restaurant Development, L.P. (the "Agreement"), in
substantially the form delivered with the Term Sheet, and the Partnership's
certificate of limited partnership, and any amendments to either of such
documents as provided in the Agreement; (b) any other certificates, instruments,
agreements and documents necessary to qualify or continue the
8
Partnership as a limited partnership or a partnership wherein limited partners
have limited liability in the states or other jurisdictions where the Managing
General Partner deems necessary or advisable; (c) all conveyances, assignments,
documents of transfer or other instruments and documents necessary to effect the
assignment of an interest in the Partnership or the dissolution and termination
of the Partnership in accordance with the Agreement; and (d) all filings and
submissions pursuant to any applicable law, regulation, rule, order, decree or
judgment which, in the opinion of said attorney may be necessary or advisable in
connection with the business of the Partnership. The power of attorney granted
herein is coupled with an interest, shall be irrevocable, shall survive the
death, disability or incapacity of the Subscriber, shall be deemed given by each
and every assignee and successor of the Subscriber and may be exercised by said
attorney by listing, or attaching a list of, the name of the Subscriber along
with the names of other persons for whom said attorney is acting and executing
the Agreement and such other certificates, instruments and documents with the
single signature of any of said attorney acting as such for all of the persons
whose names are so listed.
10. NUMBER AND GENDER. Whenever the context requires, the use of the
singular number shall be deemed to include the plural and vice versa. Each
gender shall be deemed to include any other gender, and each shall include
corporation, partnership, limited liability company, trust or other legal
entity, whenever the context so requires.
11. ENTIRE AGREEMENT. This Subscription Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and may be amended only by a writing executed by all parties.
12. SEVERABILITY. If any provision of this Subscription Agreement or
the application thereof to any person or in any circumstances shall be held to
be invalid, unlawful, or unenforceable to any extent, the remainder of this
Subscription Agreement, and the application of such provision other than to the
persons or in the circumstances deemed invalid, unenforceable or unlawful, shall
not be affected thereby, and each remaining provision hereof shall continue to
be valid and may be enforced to the fullest extent permitted by law.
13. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
representations, warranties, covenants, acknowledgments and agreements contained
in this Subscription Agreement, including, but not limited to, the
Indemnification set forth in Section 6 hereof, shall survive the acceptance of
this Subscription Agreement.
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COOL RIVER RESTAURANT DEVELOPMENT, L.P.
SUBSCRIPTION AGREEMENT SIGNATURE PAGES
Amount of Enclosed Check or Simultaneous Wire Transfer: $100,000.00
--------------
TYPE OF OWNERSHIP (Check One)
____ INDIVIDUAL OWNERSHIP ____ COMMUNITY PROPERTY
(One signature required) (One signature required)
____ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP ____ TENANTS-IN-COMMON
(Both parties must sign) (Both parties must sign)
X CORPORATION ____ PARTNERSHIP OR LIMITED LIABILITY COMPANY
---- (Sign on page 12) (Sign on page 12)
____ TRUST (including employee benefit plan and ____ CUSTODIAN FOR MINOR
individual retirement account trusts) (Sign on page 13)
(Sign on page 13)
____ OTHER
(Please specify and include appropriate
documentation)
INDIVIDUAL(S):
Dated: __________________, 19_____
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Investor #1 Signature Investor #2 Signature (if any)
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Investor #1, Print or Type Name Investor #2, Print or Type Name
Investor #1 Investor #2
Address of Principal Residence: Address of Principal Residence:
Is there any reason you might be Is there any reason you might be
considered a resident of another state considered a resident of another state
(e.g., changed residences within the past (e.g., changed residences within the past
year, live part of the year, have an year, live part of the year, have an
office or business, registered to vote, office or business, registered to vote,
pay taxes or hold a driver's license in pay taxes or hold a driver's license in
another state)? another state)?
Yes No Yes No
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Social Security Number Social Security Number
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COOL RIVER RESTAURANT DEVELOPMENT, L.P.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
FOR A CORPORATION, PARTNERSHIP
OR LIMITED LIABILITY COMPANY
CORPORATION
Please include Articles of Incorporation, Bylaws and corporate resolution
certified by the secretary of the corporation authorizing execution of
Subscription Agreement by person signing below.
Date: 2/26 , 2000 TENT Finance, Inc.
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Name of Corporate Investor
Delaware
Address of Principal Place of Business: ----------------------------------------
State of Incorporation
Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Zielk
-------------------------------------------- ------------------------------------
(Print Name and Title of Signatory) (Authorized Signature)
00-0000000
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Tax Identification Number
PARTNERSHIP OR LIMITED LIABILITY COMPANY
Please include a certified copy of the Partnership Agreement or Operating
Agreement
Date: ____________________________, 20___
----------------------------------------
Name of Fund or Limited Liability Company
Address of Principal Place of Business:
----------------------------------------
State of Formation
By:
(Print Names and Titles of Signatories) --------------------------------------
(Authorized Signature)
----------------------------------------- By:--------------------------------------
(Authorized Signature)
----------------------------------------
Tax Identification Number
11
COOL RIVER RESTAURANT DEVELOPMENT, L.P.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
FOR A TRUST OR CUSTODIAN FOR MINOR
TRUST:
Please include a certified copy of the Trust Agreement and any other
documentation necessary to establish the authority of the person signing this
Subscription Agreement.
Date: ____________________________, 20___
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Name of Trust
Address of Principal Place of Business:
--------------------------------------------
State and Date of Formation
By: *
-----------------------------------------
(Signature of Trustee or Other Authorized Person)
--------------------------------------------
(Print Name and Title of Signatory)
--------------------------------------------
Tax Identification Number
* All documents must be signed by or on behalf of the trustee, not by or
on behalf of a participant or beneficiary
CUSTODIAN FOR MINOR:
(Print Name of Custodian)
Date: ____________________________, 20___ , as a
------------------------------------------
(Signature of Custodian)
Address of Custodian: Custodian for
-------------------------------------------- ------------------------------------------
(Print Name of Minor)
--------------------------------------------
Under the (insert State) Uniform Transfer to Minors Act
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ALL-PURPOSE ACKNOWLEDGMENT
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXX XX
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XXXXXX XX
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Xx ________________, 20__ before me, _____________, Notary Public, personally
appeared ______________________________.
personally known to me - OR - proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are _________________________
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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(SIGNATURE OF NOTARY)
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OPTIONAL SECTION
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so
may prove valuable to persons relying on the document.
INDIVIDUAL
CORPORATE OFFICER(S)
---------------------------------
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER:
--------------------------
---------------------------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
---------------------------------
---------------------------------
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OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT: SUBSCRIPTION AGREEMENT
THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not NUMBER OF PAGES DATE OF DOCUMENT
required by law, it could prevent ------- -------
fraudulent reattachment of this
form SIGNER(S) OTHER THAN NAMES ABOVE
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PARTNERSHIP'S ACCEPTANCE
Cool River Restaurant Development, L.P., the limited partnership above
named, hereby accepts the foregoing Subscription Agreement as of February 27,
2001.
COOL RIVER RESTAURANT DEVELOPMENT, L.P.
A DELAWARE LIMITED PARTNERSHIP
By: Cracken, Harkey, Street & Xxxxxxxx,
L.L.C.. its Managing General Partner
By: /s/ Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx.
Manager
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