SUBSCRIPTION AGREEMENT
FOR
COMMON SHARES
OF
DIAMOND HILL INVESTMENT GROUP, INC.
Diamond Hill Investment Group, Inc.
000 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Ladies/Gentlemen:
The undersigned subscriber (the "Subscriber") offers and agrees to purchase
from Diamond Hill Investment Group, Inc. (the "Company") that number of common
shares, no par value, of the Company (the "Shares") set forth on the Signature
Page of this Agreement at a purchase price of $_____ per Share, and on the terms
and conditions described in this Agreement.
The Subscriber, by executing the Signature Page of this Agreement, hereby
acknowledges, understands and agrees with, and hereby certifies, represents and
warrants to the Company as follows:
SECTION 1 - ACCESS TO INFORMATION. The Subscriber has been given access to
all books of account, records and other documents concerning the Company and the
Shares, including, without limitation, the Company's Form 10-KSB for the year
ended December 31, 2002 and the Company's Form 10-QSB for the quarter ended
March 31, 2003. In addition, the Subscriber has had the opportunity to ask
questions and receive answers from the officers of the Company concerning the
Company and the Shares and any additional information deemed necessary by the
Subscriber to make an informed decision regarding purchasing the Shares. All
questions have been answered to the full satisfaction of the Subscriber.
SECTION 2 - INVESTMENT RISKS. The Subscriber understands and acknowledges
that the Shares are speculative securities and involve a high degree of risk and
that no federal or state agency has made any finding or determination as to the
fairness for public or private investment in, nor any recommendation or
endorsement of, the Shares as an investment. The Subscriber has such knowledge
and experience in business and financial matters that the Subscriber is capable
of evaluating the merits and risks of an investment in the Company. The
Subscriber's financial situation is such that the Subscriber can afford a
complete loss of the Subscriber's investment in the Company.
SECTION 3 - INVESTMENT INTENT REPRESENTATIONS; RESTRICTIONS ON TRANSFER.
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(a) The Subscriber is subscribing for and purchasing the Shares for the
Subscriber's own account, for investment purposes only and not with a present
intention of entering into or making any subsequent sale, assignment,
conveyance, pledge, hypothecation or other transfer thereof.
(b) The Subscriber has no need for liquidity in this investment and
understands that there are restrictions on the subsequent resale or other
transfer of the Shares.
(c) The Subscriber understands and acknowledges that the Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), or
under the securities laws of any state, but have been offered and sold pursuant
to and in reliance upon exemptions from registration thereunder.
(d) The Subscriber understands and acknowledges that, as a consequence of
the restrictions on subsequent transfer imposed by the foregoing exemptions, the
Shares may not subsequently be sold, assigned, conveyed, pledged, hypothecated
or otherwise transferred by a holder thereof except pursuant to (i) an effective
registration statement registering the Shares under the Act and under applicable
state securities laws, or (ii) an opinion of counsel (which is satisfactory to
the Company) obtained by such holder that such registration under the Act and
under applicable state securities laws is not required for such holder to
lawfully effect such subsequent sale, assignment, conveyance, pledge,
hypothecation or other transfer.
(e) The Company reserves and shall have the right to refuse to accept or
register the assignment or other transfer of any of the Shares unless and until
the conditions to such assignment or other transfer specified in this Agreement
have been satisfied.
SECTION 4 - ACCREDITED INVESTOR REPRESENTATION.
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The Subscriber is an "accredited investor" within the meaning of Rule
501(a) of Regulation D promulgated under the Act because the Subscriber meets
the description in one or more of the following categories (PLEASE CHECK ALL
APPLICABLE CATEGORIES):
[ ] a natural person whose individual net worth, or joint net worth
with his or her spouse, exceeds $1,000,000.
[ ] a natural person who had an individual income in excess of
$200,000 in each of the two most recent years or a joint income
with his or her spouse in excess of $300,000 in each of those
years, and has a reasonable expectation of reaching the same
income level in the current year.
[ ] a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Shares, whose purchase
is directed by a person who has such knowledge and experience in
financial and business matters that such person is capable of
evaluating the merits and risks of acquiring the Shares.
SECTION 5 - INDEMNIFICATION. The Subscriber shall indemnify and save
harmless the Company, its officers, directors and employees against and from any
and all liabilities, damages, losses, costs and expenses (including reasonable
attorneys' fees) arising under the Act or under applicable state securities laws
as a result of any misrepresentation by the Subscriber contained in, or any
failure by the Subscriber to comply with the provisions of, this Agreement.
SECTION 6 - NO TERMINATION OR TRANSFER OF THE SUBSCRIPTION. The Subscriber
shall not have the right to terminate, cancel, revoke, assign or transfer this
Agreement and the subscription represented hereby without the prior written
consent of the Company, which consent may, in the complete and sole discretion
of the Company, be withheld for any reason.
SECTION 7 - REJECTION OR ACCEPTANCE OF THE SUBSCRIPTION. The Company shall
have the unconditional right, in its complete and sole discretion, to reject
this Agreement and the subscription represented thereby at any time prior to its
acceptance thereof; and if the Company should do so, then the subscription
proceeds of the Subscriber delivered to the Company in connection herewith shall
be promptly returned to the Subscriber without interest.
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SECTION 8 - GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be
governed, construed and enforced in accordance with the laws of the State of
Ohio. Any action, suit or proceeding in respect of or arising from or out of
this Agreement may be prosecuted as to any one or more of the parties hereto at
Franklin County, Ohio. Each party to this Agreement jointly and severally
consents to the exercise of jurisdiction over his, her or its person by any
court situated at Franklin County, Ohio and having jurisdiction over the subject
matter of any action, suit or proceeding arising from or out of or in respect of
this Agreement. Adequate notice of any such action, suit or proceeding in any
such court shall conclusively be deemed to have been given to any one or more of
the parties hereto against whom the same is instituted, if given to such party
by any manner consistent with the Ohio Rules of Civil Procedure or any other
manner consistent with due process of law.
SECTION 9 - RESIDENCE. The Subscriber hereby represents and warrants that
the Subscriber is a resident of the State of Ohio, or is organized under the
laws of the State of Ohio and domiciled in Ohio.
[NEXT PAGE IS SIGNATURE PAGE]
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SIGNATURE PAGE OF
SUBSCRIPTION AGREEMENT
FOR COMMON SHARES OF
DIAMOND HILL INVESTMENT GROUP, INC.
The Subscriber hereby offers and agrees to purchase ________ Shares at
$_____ per Share for a total purchase price of $_____________. By the completion
and execution of this Signature Page, the Subscriber makes and affirms the
certifications, representations and warranties contained in the forepart of this
Agreement.
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SUBSCRIPTION INSTRUCTIONS
The Subscriber should complete and execute this Signature Page and deliver
it, together with a check made payable to "Diamond Hill Investment Group, Inc."
in an amount equal to the total purchase price of the Shares proposed to be
purchased by the Subscriber, to Diamond Hill Investment Group, Inc., 000 X.
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, Attention: X.X. Xxxxxx, Xx.
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THIS SECTION TO BE COMPLETED BY INDIVIDUAL SUBSCRIBER(S):
Date: Address of Principal Residence:
------------------------------
----------------------------------- -----------------------------------
Name of Subscriber
-----------------------------------
----------------------------------- -----------------------------------
Signature of Subscriber
-----------------------------------
Social Security Number
----------------------------------- -----------------------------------
Printed Name of Subscriber
-----------------------------------
-----------------------------------
Signature of Subscriber -----------------------------------
-----------------------------------
Social Security Number
Please check the appropriate form of ownership of the Shares
subscribed to above:
[ ] Individual
[ ] Joint Tenant with Right of Survivorship
[ ] Tenants in Common
[ ] Custodian under Ohio Uniform Transfers to Minor's Act
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THIS SECTION TO BE COMPLETED BY A SUBSCRIBER WHICH IS AN ORGANIZATION:
Date:
-------------------------------- -----------------------------------
Type of Organization
-------------------------------------
Print Name of Organization
-----------------------------------
Taxpayer Identification Number
By:----------------------------------
Signature of Authorized Representative Address of Principal Office:
Title:
----------------------------- -----------------------------------
-----------------------------------
-----------------------------------
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THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE ACT OR UNDER THE
SECURITIES LAWS OF ANY STATE AND SHALL NOT SUBSEQUENTLY BE SOLD, ASSIGNED,
CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED BY A HOLDER THEREOF
EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE
SHARES UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR (2) AN
OPINION OF COUNSEL (WHICH IS SATISFACTORY TO THE COMPANY) OBTAINED BY SUCH
HOLDER THAT SUCH REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED FOR SUCH HOLDER TO LAWFULLY EFFECT SUCH
SUBSEQUENT SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR OTHER
TRANSFER.
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ACCEPTANCE
The foregoing Subscription Agreement is accepted by the Company this ____ day of
_______________, 2003.
Diamond Hill Investment Group, Inc.
By:
--------------------------------
Title: President
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