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Philips International
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______, 1997
Philips International Realty
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇,
President
Re: SUBSCRIPTION AGREEMENT
Ladies and Gentlemen:
The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter referred to as the
"Subscriber"), hereby subscribes for and agrees to acquire on the terms and
conditions set forth below, 10,660 shares of Common Stock, $.01 par value per
share (the "Common Stock" or the "Shares"), of Philips International Realty
Corp., a Maryland corporation (the "Corporation"), for a purchase price of
$50.00 per share. The aggregate purchase price of $533,000.00 shall be paid in
immediately available funds to the Corporation upon the closing of the
transaction.
1. Representations and Warranties of the Subscriber. The Subscriber, by
signing this Subscription Agreement, hereby represents and warrants to the
Corporation as follows, such representations and warranties to survive receipt
of the Shares:
(a) The Subscriber has the legal capacity to enter into and perform this
Agreement.
(b) The Corporation has provided the Subscriber with (i) a copy of the
Amended and Restated Articles of Incorporation of the Corporation (the "Articles
of Incorporation"), (ii) a copy of the Amended and Restated By-laws of the
Corporation (the "By-laws") and (iii) certain other written materials, including
the Proxy Statement/Prospectus of National Properties Investment Trust and the
Corporation, dated _________, 1997 (collectively, the "Research Materials"). The
Subscriber has received and carefully reviewed the Research Materials in
connection with the issuance of its Shares.
(c) The Subscriber hereby acknowledges that, except for the documents
described in clauses (i) through (iii) of paragraph (b) above, which the
Corporation has
provided to it and has represented to be complete and accurate,
no representation has been made to it regarding the completeness or accuracy of
any written materials provided by the Corporation relating to the Corporation,
the issuance of the Shares and any other matters relating to the Subscriber's
investment in the Corporation;
(d) The Corporation has answered all inquiries that the Subscriber has put
to it relating to the Research Materials and the Subscriber has been afforded
the opportunity to obtain any additional information, to the extent the
Corporation possessed such information or was able to acquire it without
unreasonable effort or expense, necessary (i) to verify the accuracy of the
information set forth in the Research Materials and (ii) to evaluate the merits
and risks of purchasing the Shares;
(e) The Subscriber has reviewed and understands the various risks of an
investment in the Shares and in making such investment has relied upon such
independent investigation and evaluation of the Research Materials as it has
deemed necessary to make an informed decision to purchase the Shares;
(f) The Subscriber represents that it is an "accredited investor" as such
term is defined in Regulation D under the Securities Act of 1933, as amended
(the "Act");
(g) The Subscriber understands and acknowledges that: it may not be able to
resell readily any of the Shares purchased hereunder, because (i) there may be
no public market for any of such Shares; (ii) none of such Shares has been
registered under the Act and, therefore, such Shares can only be resold if they
are subsequently registered under the Act or an exemption from such registration
is available; and (iii) the Corporation has not agreed to register any of such
Shares for resale under the Act. No aspect of this Agreement has been reviewed
by the Securities and Exchange Commission or the securities regulatory
authorities of any state;
(h) The Subscriber is acquiring the Shares for its own account and not on
behalf of other persons, for investment purposes, and not with a view to
distribution or resale to others; the Subscriber is not participating, directly
or indirectly, in an underwriting of any such distribution or other transfer of
the Shares; and the Subscriber understands that the Corporation is relying upon
the truth and accuracy of this representation and warranty; and
(i) The Subscriber acknowledges that the statements and representations
made by it in this Subscription Agreement have been relied upon by the
Corporation in entering into this Agreement.
2. Representations and Warranties of the Corporation. The Corporation
represents and warrants to the Subscriber that, as of the date hereof:
(a) The Corporation is duly organized and existing under the laws of
Maryland and is in good standing under such laws. The Corporation has all
requisite
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power and authority to engage in its business. The copy of the Articles of
Incorporation and By-Laws provided to Subscriber constitute true, correct and
complete versions of the Articles of Incorporation and By-Laws as of the date
hereof;
(b) The Corporation has all requisite power and authority to execute and
deliver this Subscription Agreement and to carry out and perform its obligations
under the terms thereof and hereof; and
(c) All actions on the part of the directors and the officers of the
Corporation necessary for the authorization, execution and delivery of this
Subscription Agreement have been taken. This Agreement, when duly executed and
delivered will represent the legal, valid and binding obligation of the
Corporation, enforceable in accordance with its terms, subject to the effects of
any applicable bankruptcy and insolvency laws and general principles of equity.
3. Miscellaneous. (a) All notices or other communications given or made
hereunder shall be in writing and shall be delivered by hand or by overnight
courier or mailed by registered or certified mail, postage prepaid, to the
Subscriber or to the Corporation at the respective addresses set forth herein,
and shall be deemed to have been given or delivered on the date of the by-hand
delivery, the day after receipt by such courier or four (4) days after such
mailing.
(b) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
(c) This Agreement constitutes the entire agreement between the Subscriber
and the Corporation with respect to the subject matter hereof, and may be
amended only by a writing executed by the party to be bound thereby. Neither
this Agreement nor any of the Subscriber's rights hereunder may be transferred
or otherwise assigned hereunder.
(d) Unless this Agreement ceases to be effective, the Subscriber's
obligations hereunder shall not be terminated upon the occurrence of any event
(whether by operation of law or otherwise), and this Agreement (including the
representations and warranties contained herein) shall be binding upon the
Subscriber's successors, legal representatives, heirs and distributees.
(e) If requested at any time by the Corporation, the Subscriber will
promptly supply such information regarding itself as may be necessary for
inclusion in any registration, qualification, application or other filing to be
made at any time hereafter on the Corporation's behalf. The Subscriber shall
furnish such information to the Corporation as the Corporation shall deem
necessary to satisfy itself that the Subscriber may legally enter into this
Subscription Agreement.
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(f) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4. Compliance with Applicable Law. The Subscriber understands and agrees
that it will not sell, assign, transfer, pledge or otherwise dispose of any of
the Shares except in compliance with all conditions on transfer imposed by the
Articles of Incorporation, the Act, and "Blue Sky" or securities laws of any
state. The Subscriber further agrees that it will be fully responsible for
compliance with all such conditions and that the certificates representing the
Shares will carry a legend restricting transfer.
5. Execution of Other Documents. The Subscriber agrees that it will execute
such other documents as may be necessary to complete the transactions
contemplated hereby, and it agrees to be bound by all of the terms and
provisions of any such documents and to perform all of its obligations
thereunder with respect to the Shares being purchased.
6. No Commission. The Subscriber represents and warrants that no sales
commission is due to any person in connection with its purchase of the Shares.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
the date set forth on the signature page hereto.
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Agreement accepted as
of _____, 1997
PHILIPS INTERNATIONAL REALTY CORP.
By:_________________________________
Name:
Title:
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Annex to Subscription Agreement
Class of Total Purchase
Shares Number of Shares Price Per Share Price
------ ---------------- --------------- -----
Common 10,660 X $50.00 = $533,000.00
Stock
Name & Address of Subscriber:
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c/o Philips International
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