EXHIBIT 4.7
HANOVER COMPRESSOR COMPANY
1995 EMPLOYEE STOCK OFFERING
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") dated as of August 7, 1995,
between Hanover Compressor Company, a Delaware corporation (the "Company"), and
the individual named on the signature page hereof under the heading "PURCHASER"
("Purchaser").
W I T N E S S E T H:
WHEREAS, Purchaser desires to subscribe for and purchase from the Company,
and the Company desires to issue and to sell to Purchaser (i) for cash out of
Purchaser's own funds, the number of shares (the "Cash Shares") of common stock,
$.001 par value ("Common Stock"), of the Company set forth next to the heading
"Cash Shares" on Schedule A attached hereto, and (ii) out of the proceeds of a
four year loan (a "Four Year Loan") to be made to Purchaser by the Company in
accordance with the terms of a loan agreement (the "Loan Agreement") and a
secured promissory note (the "Four Year Note"), each substantially in the form
attached as Exhibits C and D to the Confidential Offering Memorandum (the
"Memorandum") dated August 2, 1995, previously delivered to Purchaser, the
number of shares (the "Four Year Loan Shares") set forth next to the heading
"Four Year Loan Shares" on Schedule A, in each case upon the terms and
conditions hereinafter set forth. The Four Year Loan Shares and the Cash Shares
are sometimes collectively referred to herein as the "Shares"; and
WHEREAS, this Agreement is one of several agreements ("Other Purchaser
Agreements") being entered into concurrently herewith by the Company and certain
members of the management of the Company in connection with the offering (the
"Offering") made pursuant to the Memorandum.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby acknowledge, agree and understand the
following:
1. Subscription. Subject only to the provisions of Sections 7 and 9
hereof, Purchaser hereby irrevocably subscribes for the Shares under terms and
conditions set forth herein. The purchase price (the "Purchase Price") for each
Share shall be $1,500. The parties agree that notwithstanding anything herein to
the contrary, the Company reserves the absolute right (i) to reject any
subscription for any reason and (ii) to terminate or modify the Offering at any
time for any reason.
2. The Closing. The closing of the purchase and sale of the Shares (the
"Closing") shall take place at the principal offices of the Company, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., Houston time on August 25,
1995, or (i) at such later date or time as the Company in its sole discretion
may determine without the consent of or notice to Purchaser,
but in no event later than August 30, 1995 (the "Termination Date"), and (ii) at
such other place as shall be agreed upon by the parties hereto. The date of the
Closing is sometimes hereinafter referred to as the "Closing Date."
3. Deliveries by Purchaser.
(a) Stockholders' Agreement. Concurrently with his execution and
delivery of this Agreement, Purchaser shall deliver to the Company two
executed counterparts to the Stockholders' Agreement (the "Stockholders'
Agreement") among the Company, GKH Partners, L.P., GKH Investments, L.P.
and the other stockholders of the Company parties thereto;
(b) Additional Deliveries. At or prior to the Closing, upon the
terms and subject to the conditions of this Agreement, Purchaser shall
execute where appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of
the aggregate Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for
pursuant to this Agreement are Four Year Loan Shares:
(A) a duly executed Loan Agreement;
(B) a duly executed Four Year Note in an
original principal amount equal to the aggregate
Purchase Price for all such Four Year Loan Shares to be
funded by the proceeds of the Four Year Note and
subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain
pledge agreement (the "Pledge Agreement") between the
Purchaser and the Company effecting a pledge of all of
the shares of Common Stock of the Company owned or
thereafter acquired by the Purchaser, substantially in
the form attached to the Memorandum as Exhibit E; and
(D) a Stock Power (the "Stock Power") duly
executed in blank;
(iii) two executed counterparts of the Stock Option
Agreement (the "Option Agreement") between the Purchaser and the
Company pursuant to the Hanover Compressor Company 1995 Employee
Stock Option Plan;
(iv) a fully completed and executed IRS Form W-9; and
(v) two executed counterparts of this Agreement
(including a fully completed Schedule A, notary page and Spousal
Consent (if applicable)).
(c) Document Delivery; Escrow. All documents and funds (the
"Funds") delivered to the Company prior to the Closing Date (as
hereinafter defined) shall be
2
delivered by Purchaser to Hanover Compressor Company, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. All
such documents and Funds will be deemed to be held in escrow until the
Closing. The Funds shall be promptly deposited in an interest bearing,
segregated account and such Funds may be invested in treasury bills or
other cash equivalents, as determined in the sole and absolute
discretion of the Company. If prior to the Closing Date acceptable
subscriptions for a minimum aggregate of [___] shares of Common Stock
are received and the other conditions set forth herein and in the
Memorandum (collectively, the "Offering Conditions") are satisfied, all
Funds will be transferred from the segregated bank account to the
Company, together with all interest, if any, accrued or paid thereon. In
the event the Offering Conditions have not been satisfied in full prior
to the Termination Date, the Offering will be terminated and all Funds
will be returned to the Purchaser with a pro rata share of interest
earned thereon. Interest on Funds shall be calculated on the basis of
the amount of Funds invested by the Purchaser and the length of time
interest on such Funds was earned.
4. Deliveries by the Company. At the Closing, upon the terms and subject
to the conditions of this Agreement, the Company shall deliver to Purchaser
(i) a certificate or certificates representing the Shares duly executed and
authenticated by the Company; provided, however, that if any portion of the
Shares are being purchased with the proceeds of a Four Year Loan, the Company
shall retain possession of all of the Shares in accordance with the terms of the
Pledge Agreement, (ii) a copy of the fully executed Stockholders' Agreement (the
original of which will be retained at the offices of the Company) and (iii) a
fully executed counterpart of Purchaser's Option Agreement.
5. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Company as follows:
(a) Investment Intention; No Resales. Purchaser is acquiring the
Shares for investment solely for his own account and not with a view to,
or for resale in connection with, the distribution or other disposition
thereof. Purchaser agrees and acknowledges that all dispositions of the
Shares by Purchaser (other than involuntary transfers) will comply with
the provisions of this Agreement, the provisions of the Stockholders'
Agreement and the Pledge Agreement and applicable provisions of state
and federal securities laws.
(b) Certain Information Not Material. Purchaser has not received
individualized information relative to the compensation of the
management of the Company, which information is acknowledged by
Purchaser as not being material to Purchaser in forming a basis for
making an investment in the Shares or for any other purpose in
connection herewith.
(c) Shares Unregistered. Purchaser acknowledges and represents
that he has been advised by the Company that:
(i) the offer and sale of the Shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws;
3
(ii) the Shares must be held indefinitely and Purchaser must
continue to bear the economic risk of the investment in the Shares
unless the offer and sale of such Shares is subsequently registered
under the Securities Act and all applicable state securities laws or an
exemption from such registration is available;
(iii) there is no established market for the Shares and it is
not anticipated that there will be any public market for the Shares in
the foreseeable future;
(iv) the Company is under no obligation to register under the
Securities Act the Shares on behalf of Purchaser, to assist Purchaser in
complying with any exemption from registration or to consent to the
transfer of the Shares;
(v) Rule 144 promulgated under the Securities Act may not be
presently available with respect to the sale of any securities of the
Company, and the Company has made no covenant to make such Rule
available ;
(vi) when and if the Shares may be disposed of without
registration under the Securities Act in reliance on Rule 144, such
disposition may be made only in limited amounts in accordance with the
terms and conditions of such Rule;
(vii) a restrictive legend in the form hereafter set forth shall
be placed on the certificates representing the Shares; and
(viii) a notation shall be made in the appropriate records of
the Company indicating that the Shares are subject to restrictions on
transfer and appropriate stop-transfer instructions will be issued with
respect to the Shares.
(d) Additional Investment Representations.
(i) Purchaser has carefully reviewed, is familiar with and
understands the Memorandum, the Stockholders' Agreement, the Four Year
Note, the Pledge Agreement, the Option Agreement and the other
documents, records and information, if any, requested by Purchaser or
otherwise supplied by the Company in connection with the Offering;
(ii) All documents, records and information pertaining to an
investment in the Company which have been requested by Purchaser have
been made available or delivered to Purchaser, except to the extent
otherwise addressed in the Memorandum;
(iii) Purchaser is fully familiar with the business and
operations of the Company and has had an opportunity to ask questions of
and receive answers from the Company concerning the terms and conditions
of his investment and the financial condition, operations and prospects
of the Company;
(iv) No oral or written statement, printed material or
inducement given or made by the Company or any of the Company's
affiliates is contrary to the information contained in this Agreement,
the Memorandum, the Stockholders' Agreement, the Four
4
Year Note or the Pledge Agreement, and Purchaser acknowledges and agrees
that in making his decision to purchase the Shares he has relied solely
on such documents and the independent investigations made by him and, to
the extent believed by Purchaser to be appropriate, his representatives,
including his own professional, financial, legal, tax and other
advisors;
(v) Purchaser acknowledges that the Company, in reliance upon
certain federal and state securities law exemptions, has provided
Purchaser with less or different information than Purchaser would have
received if an information memorandum complying with Rule 502(b)(2) of
Regulation D promulgated pursuant to the Securities Act had been
prepared and made available to Purchaser or if the Shares had been
registered pursuant to the Securities Act. The foregoing
notwithstanding, the information provided to Purchaser is sufficient to
allow Purchaser to make a knowledgeable and informed decision regarding
his investment in the Shares;
(vi) Purchaser (A) has adequate means of providing for his
current financial needs and possible personal contingencies and has no
need for liquidity in his investment in the Shares, (B) can bear the
economic risk of losing his entire investment in the Shares, (C) has
such knowledge and experience in financial matters that he is capable of
evaluating the relative risks and merits of his purchase of the Shares,
(D) is familiar with the nature of, and risks attendant to, his purchase
of the Shares, and (E) has determined that the purchase of the Shares is
consistent with Purchaser's financial objectives;
(vii) Purchaser realizes that he may not be able to sell or
dispose of the Shares even in the event of a personal emergency.
Purchaser's overall commitment to investments which are not readily
marketable (including his investment in the Shares) is not
disproportionate to his net worth;
(viii) The address set forth on the signature page hereof is
Purchaser's true and correct residence, and Purchaser has no present
intention of becoming a domiciliary of any other state or jurisdiction;
(ix) Purchaser has no reason to anticipate any change in his
circumstances, financial or otherwise, which may cause or require any
sale or disposition by him of any of the Shares;
(x) Each of this Agreement and the Stockholders' Agreement has
been duly and validly executed and delivered by Purchaser and each
constitutes the valid and binding obligation of Purchaser enforceable
against him, his successors and assigns, including, but not limited to,
his estate and his spouse, in accordance with its terms;
(xi) Assuming the due execution and delivery of each of this
Agreement and the Stockholders' Agreement by the Company, each of this
Agreement and the Stockholders' Agreement is a valid and binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be subject to
(A) bankruptcy, insolvency, reorganization, moratorium
5
or other similar laws now or hereafter in effect relating to creditors
rights generally and (B) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at
law); and
(xii) The Company has not guaranteed, represented or warranted
to Purchaser either that (A) the Company will be profitable or that
Purchaser will realize profits, as a result of his investment in the
Shares or (B) the past performance or experience on the part of any
officer, director, stockholder, employee, agent, representative or
affiliate thereof, or any employee, agent, representative or affiliate
of the Company will in any way indicate the predictable results of
ownership of the Shares.
(e) Residence-Specific Representations.
(i) If Purchaser is a resident of the State of Texas or the
State of Arkansas, the aggregate Purchase Price for the Shares
subscribed for by Purchaser hereunder does not exceed 20% of Purchaser's
net worth (or joint net worth with Purchaser's spouse, if applicable) as
of the date hereof;
(ii) If Purchaser is a resident of the State of Louisiana, the
aggregate Purchase Price for the Shares subscribed for by Purchaser
hereunder does not exceed 25% of Purchaser's net worth (or joint net
worth with Purchaser's spouse, if applicable) as of the date hereof; and
(iii) If Purchaser is a resident of the State of New Mexico, the
aggregate Purchase Price for the Shares subscribed for by Purchaser
hereunder does not exceed 10% of Purchaser's net worth (or joint net
worth with Purchaser's spouse, if applicable) as of the date hereof.
6. Representations and Warranties of the Company. The Company represents
and warrants to Purchaser as follows:
(a) Organization; Qualification. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Delaware. The Company is duly qualified and in good
standing as a foreign corporation and is licensed, admitted or approved
to do business as a foreign corporation in each jurisdiction wherein the
character of the properties owned or held under lease by it, or the
nature of the business conducted by it, makes such qualification
necessary, except where the failure to qualify would not have a material
adverse effect on the Company, and would not have any adverse effect on
the enforceability of this Agreement.
(b) Authority. The Company has the requisite corporate power and
authority and full legal right to enter into this Agreement, to perform,
observe and comply with all of its agreements and obligations hereunder
and to issue the Shares to Purchaser.
(c) Due Authorization. The execution and delivery by the Company
of this Agreement, the performance by it of all of its agreements and
obligations under this
6
Agreement and the Option Agreement, and the issuance of the Shares, have
been duly authorized by all necessary corporate action on the part of
the Company.
(d) Binding Obligation. This Agreement, the Stockholders'
Agreement and the Option Agreement have each been duly and validly
executed and delivered by the Company, and, assuming the due execution
and delivery of each such document by Purchaser, each is a valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforcement may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(e) Capitalization. At the Closing Date, the authorized capital
stock of the Company will consist of 500,000 shares of Common Stock and
200,000 shares of preferred stock. No other class or series of capital
stock of the Company is authorized. All of the outstanding shares of
Common Stock, including the Shares, will, at the time of issuance, have
been duly authorized and issued and, upon receipt by the Company of the
Purchase Price for the Shares subscribed for hereunder will be fully
paid and non-assessable. There are no pre-emptive rights relating to the
capital stock of the Company other than those granted pursuant to (i)
the Stockholders' Agreement, (ii) that certain Stockholders' Agreement,
dated as of June 29, 1993, among the Company and certain of its
stockholders (iii) that certain Stockholders' Agreement, dated as of
March 8, 1995, among the Company and certain of its stockholders, and
(iv) that certain Stockholders' Agreement, dated as of July 7, 1995,
among the Company and certain of its stockholders.
(f) Legend. Each certificate representing the Shares shall bear
a legend substantially to the following effect:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER ANY STATE SECURITIES LAWS. THE SHARES OF COMMON
STOCK HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES OF COMMON STOCK UNDER THE SECURITIES
ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED. IN ADDITION, THE SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS
RESTRICTED BY THE TERMS OF THAT CERTAIN SUPPLEMENTAL
STOCKHOLDERS' AGREEMENT DATED AS OF _________ ___, 1995 AMONG
THE COMPANY AND EACH OF THE STOCKHOLDERS SPECIFIED THEREIN,
WHICH SUPPLEMENTAL STOCKHOLDERS' AGREEMENT MAY BE EXAMINED AT
THE PRINCIPAL OFFICES OF THE COMPANY. THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF
7
EXCEPT IN ACCORDANCE WITH (I) SAID SECURITIES LAWS OR AN
APPLICABLE EXEMPTION THEREFROM AND (II) SAID SUPPLEMENTAL
STOCKHOLDERS' AGREEMENT.
7. Conditions to Obligations of Purchaser. The obligation of Purchaser
to consummate the transactions contemplated by this Agreement shall be subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:
(a) Performance of Obligations. The Company shall have performed
and complied in all material respects with all obligations and
agreements required to be performed and complied with by it hereunder on
or prior to the Closing Date;
(b) Representations and Warranties. The representations and
warranties of the Company contained in this Agreement shall be true and
correct in all material respects as of the Closing Date as if made as of
such date;
(c) Loans. The Company shall have made available to Purchaser at
the Closing, as a loan (or loans), such portion of the Purchase Price
for the Four Year Loan Shares subscribed for hereunder as agreed to by
Purchaser and the Company. Any such loan shall be evidenced by
Purchaser's delivery to the Company of duly executed copies of the Loan
Agreement and the Four Year Note, and Purchaser's obligations thereunder
shall be secured by Purchaser's execution, delivery and performance of
the Pledge Agreement; and
(d) Section 4 Obligations. The Company shall have fully complied
with all of its obligations under Section 4 hereof.
8. Conditions to Obligations of the Company. The obligation of the
Company to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction or waiver on or prior to the Closing Date of the
following conditions:
(a) Performance of Obligations. Purchaser shall have performed
and complied in all material respects with all obligations and
agreements required to be performed and complied with by him hereunder
on or prior to the Closing Date;
(b) Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true and
correct in all material respects as of the Closing Date as if made as of
such date;
(c) Offering. The Offering shall not have been terminated by the
Company; and
(d) Section 3(b) Obligations. Purchaser shall have fully
complied with all of its obligations under Section 3(b) hereof.
9. Mutual Conditions. The obligations of either party to consummate the
transactions contemplated by this Agreement shall be subject to the satisfaction
or waiver on or prior to the Closing Date of each of the Offering Conditions.
8
10. Indemnification.
(a) Indemnification of the Company and the Company Affiliates. From and
after the date hereof, Purchaser shall indemnify and hold harmless the Company
and its predecessors, successors, officers, directors, employees,
representatives and agents (collectively, the "Indemnitees") from and against
any loss, damage or expense, including, without limitation, reasonable
attorneys' and consultants' fees, disbursements and expenses, suffered by any
one or more of the Indemnitees arising out of or resulting from any inaccuracy
in or breach of any of the representations, warranties, covenants or agreements
made by Purchaser herein.
(b) Indemnification of Purchaser. From and after the date hereof, the
Company shall indemnify and hold harmless Purchaser from and against any loss,
damage or expense, including, without limitation, reasonable attorneys' and
consultants' fees, disbursements and expenses suffered by Purchaser arising out
of or resulting from any inaccuracy in or breach of any of the representations,
warranties, covenants or agreements made by the Company herein.
(c) Procedure for Claims. Within thirty days after obtaining written
notice of any claim or demand which has given rise to, or could reasonably give
rise to, a claim for indemnification hereunder, the party seeking
indemnification shall give written notice of such claim ("Notice of Claim") to
the other party. The Notice of Claim shall set forth a brief description of the
facts giving rise to such claim and the amount (or a reasonable estimate) of the
loss, damage or expense suffered, or which may be suffered, by the party seeking
indemnification.
Upon receiving the Notice of Claim, the indemnifying party shall resist,
settle or otherwise dispose of such claim in such manner as it shall deem
appropriate, including the employment of counsel, and shall be responsible for
the payment of all expenses, including the reasonable fees and expenses of such
counsel. The indemnified party shall have the right to employ separate counsel
in any such action and to participate in or assume the defense thereof, but the
fees and expenses of such counsel shall be at the indemnified party's expense
unless (i) the employment has been specifically authorized by the indemnifying
party in writing, (ii) the indemnifying party has failed to assume the defense
and employ counsel in a timely manner or (iii) the named parties to any action
(including any impleaded parties) include both Purchaser and the Company, and
the indemnified party has been advised by such counsel that representation of
the Company and the Purchaser by the same counsel would be inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them (in which case, if the indemnified party
notifies the indemnifying party in writing that the indemnified party elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall have neither the right nor the obligation to assume the
defense of such action on behalf of the indemnified party).
(d) Third Party Beneficiaries. Nothing contained in this Section 10
shall confer any rights upon, or inure to the benefit of, any third party other
than those parties specified in Sections 10(a) and 10(b) above, it being
understood that such specified parties, to the extent not actually parties
hereto, shall be third party beneficiaries.
9
11. Miscellaneous.
(a) Notices. All notices, offers or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made on the earliest to occur of (i) personal
delivery, (ii) two days after being delivered to a nationally recognized
overnight mail delivery or courier service, (iii) five days after being mailed
by certified mail, return receipt requested, postage prepaid, or (iv) delivery
by prepaid telegram or facsimile transmission (with written confirmation of
receipt). All notices given or made pursuant hereto shall be addressed to the
Company at its principal office and to Purchaser at his address appearing on the
signature page hereof under the heading "PURCHASER". The address of any party
hereto may be changed by a notice in writing given in accordance with the
provisions hereof.
(b) Effect and Interpretation. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware without regard
to the conflicts of laws provisions thereof.
(c) Entire Agreement. This Agreement and the additional documents listed
on Schedule B hereto and any Exhibits or Schedules attached hereto or thereto
(the "Additional Documents"), which documents are incorporated herein by this
reference, constitute 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 hereto. This Agreement and the Additional Documents and
the information contained herein and therein expressly supersede all
understandings and agreements of the parties, whether written or oral, between
the parties with respect to the subject matter hereof.
(d) Successors. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto, and
their respective heirs, legal representatives, permitted successors and
permitted assigns. Notwithstanding anything herein to the contrary, respective
rights and obligations of the parties may not be assigned without the written
consent of the other party.
(e) Pronouns and Headings. As used herein, all pronouns shall include
the masculine, feminine, neuter, singular and plural wherever the context and
facts require such construction. The descriptive headings in the sections of
this Agreement are inserted for convenience of reference only and shall not
control or affect the meaning or construction of any of the provisions hereof.
(f) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be severed and enforced to the extent possible or modified in
such a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the validity, legality or
enforceability of the remaining provisions of this Agreement.
(g) Certain Tax Matters. Under section 1445(e) of the Internal Revenue
Code of 1986, as amended, a corporation, partnership, trust or estate must
withhold tax with respect to certain transfers of property if a holder of the
interest in the entity is a foreign
10
person. To inform the Company that no withholding is required with respect to
any of the Shares, Purchaser hereby certifies as follows: (1) he is not a non-
resident alien for purposes of U.S. income taxation; (2) his social security
number is as set forth on the signature page hereto; and (3) his home address is
as set forth an the signature page hereto. Purchaser understands under penalties
of perjury that this certification may be disclosed to the Internal Revenue
Service and that any false statement he has made here could be punished by fine,
imprisonment or both. The Purchaser has completed and submitted herewith a Form
W-9 relative to his taxpayer identification number and other matters and does
hereby represent and warrant that such form is complete, true and correct.
(h) Counterparts. This Agreement may be executed simultaneously in one
or more counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(i) Assignment. This Agreement and the rights and obligations of the
parties hereunder may be assigned or otherwise delegated by the Company, but may
not be assigned by Purchaser without the Company's prior written consent, which
consent may be withheld in the Company's sole discretion.
(j) Consent of Spouse; Insertion in Will. Purchaser if married, or, if
currently unmarried, each Purchaser upon his marriage, agrees to obtain the
consent and approval of his spouse to all of the terms and provisions of this
Agreement by the execution hereof by such spouse. Purchaser agrees to insert in
his last will and testament, or other similar instrument, or to execute a
codicil thereto, directing and authorizing his personal representatives to
fulfill and comply with the provisions hereof.
(k) Effectiveness; Termination. In the event this Agreement is
terminated for any reason, the parties hereto shall have no further obligations
to each other, except that in the event of a complete or partial performance of
the terms hereof which occurs prior to any termination hereof, (i) Purchaser
shall promptly return to the Company all certificates in his possession
representing the Shares, if any, and (ii) the Company shall promptly refund the
Purchase Price to Purchaser, if and to the extent paid.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE COMPANY:
HANOVER COMPRESSOR COMPANY, a
Delaware corporation
By:________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
11
1995 EMPLOYEE STOCK OFFERING
SUBSCRIPTION AGREEMENT
PURCHASER SIGNATURE PAGE
PURCHASER:
___________________________________
Print Name:________________________
Social Security No. _______________
Home Address:
___________________________________
___________________________________
___________________________________
SPOUSAL CONSENT
The undersigned, the spouse of Purchaser who is a party to the foregoing
Subscription Agreement, hereby consents to the execution of the foregoing
Subscription Agreement pursuant to the Offering and the consummation of the
transactions contemplated thereby by her spouse, and to the extent the
undersigned has acquired or hereafter acquires an interest in and to the
property and subject matter of the Subscription Agreement, hereby agrees to be
bound by the terms of such Subscription Agreement.
Date: ___________________ ______________________________
Print Name:___________________
12
NOTARY PAGE
STATE OF ___________)
)
COUNTY OF___________)
I, ______________________, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that _________________________________
appeared before me this day in person, and acknowledged and swore that he
signed, sealed, and delivered the said instrument as his respective free and
voluntary act and deed for the uses and purposes therein set forth, and that the
statements contained therein are true.
Given under my hand and notarial seal as of the ____ day of ________, 1995.
My Commission expires:
_____________________________ _______________________________
Notary Public
13
SCHEDULE A
Shares Subscribed For
Type of Share Number of Shares Consideration
--------------------------------------------------------------------------------
Cash Shares(a)
--------------------------------------------------------------------------------
Four-Year Loan Shares(b)
--------------------------------------------------------------------------------
Total
================================================================================
------------
a Purchaser must subscribe for a minimum of one Share hereunder. There is no
maximum subscription.
b Purchaser may subscribe for Four Year Loan Shares purchased with the
proceeds of a Four Year Note in any amount up to twice the number of Cash
Shares subscribed for pursuant to the Offering. Additional information with
respect to the maximum number of Four Year Loan Shares may be obtained from
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the Company's principal office.
14
SCHEDULE B
Additional Documents
A - Stockholders' Agreement
B - Form of Loan Agreement
C - Form of Four Year Secured Promissory Note
D - Form of Pledge Agreement
E - Confidential Offering Memorandum
F - 1995 Employee Stock Option Plan
G - Form of Stock Option Agreement Under the 1995 Employee Stock Option Plan
15