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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/20/18 Air T Inc S-1 18:4.2M RDG Filings/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 452K 2: EX-1.1 Underwriting Agreement HTML 17K 9: EX-4.10 Instrument Defining the Rights of Security Holders HTML 58K 10: EX-4.11 Instrument Defining the Rights of Security Holders HTML 44K 11: EX-4.12 Instrument Defining the Rights of Security Holders HTML 227K 12: EX-4.13 Instrument Defining the Rights of Security Holders HTML 71K 13: EX-4.14 Instrument Defining the Rights of Security Holders HTML 13K 14: EX-4.15 Instrument Defining the Rights of Security Holders HTML 12K 15: EX-4.16 Instrument Defining the Rights of Security Holders HTML 12K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 13K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 85K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 14K 6: EX-4.6 Instrument Defining the Rights of Security Holders HTML 250K 7: EX-4.7 Instrument Defining the Rights of Security Holders HTML 19K 8: EX-4.9 Instrument Defining the Rights of Security Holders HTML 12K 16: EX-23.1 Consent of Experts or Counsel HTML 8K 17: EX-23.3 Consent of Experts or Counsel HTML 8K 18: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 70K
Exhibit 4.4
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of ______, 2018 (this “Agreement”), between Air T Funding, a statutory trust created under the laws of the State of Delaware (the “Trust”), and Air T, Inc., a Delaware corporation (the “Buyer”).
In consideration of the foregoing, and intending to be legally bound hereby, the parties hereto agree that, subject to the conditions contained herein, the Buyer will purchase from the Trust, and the Trust will sell to the Buyer, the Trust’s 8.0% Common Securities (liquidation amount of $25 per common security), representing common undivided beneficial interests in the assets of the Trust (the “Common Securities”), equal to an aggregate liquidation amount of approximately (but at least) 3% of the total capital of the Trust.
SALE OF STOCK AND TERMS OF PAYMENT
1. The Sale. Upon the terms and subject to the conditions of this Agreement, on _______, 2018 (the “Closing Date”), the Trust will issue, sell and deliver to the Buyer, and the Buyer will accept and purchase from the Trust, 120,000 Common Securities (the “Amount”). The Amount shall be subject to the adjustments provided for in Section 4 hereof.
2. Purchase Price. Upon the terms and subject to the conditions contained in this Agreement, and in consideration of the aforesaid issuance, sale and delivery of the Common Securities, on the Closing Date the Buyer will pay or cause to be paid to the Seller $3,000,000 in cash (the “Purchase Price”) for the Amount. The Purchase Price shall be subject to the adjustments provided for in Section 4 hereof.
3. Manner of Payment. At the Closing Date, the Buyer shall pay the Purchase Price to the Trust by wire transfer of immediately available funds.
4. Amount and Purchase Price Adjustment. If on the Closing Date, after giving effect to the issuance and sale of the Trust’s 8.0% Cumulative Capital Securities pursuant to an underwritten public offering, the Amount does not equal an aggregate liquidation amount of at least 3% of the total capital of the Trust, the Amount shall be adjusted to equal an aggregate liquidation amount of at least 3% of the total capital of the Trust and the Purchase Price shall be adjusted accordingly.
IN WITNESS WHEREOF, each of the Trust and the Buyer has caused this Agreement to be signed by its duly authorized representative as of the date first above written.
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AIR T FUNDING |
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By |
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Name: Mark Jundt Administrative Trustee |
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| AIR T, INC. | |||
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Name: Brett Reynolds Chief Financial Officer |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/24 Air T Inc. S-3/A 3:554K Toppan Merrill/FA 3/12/24 Air T Inc. S-3 4:1.3M 3/12/24 Air T Inc. S-3 4:3.9M 8/23/23 Air T Inc. S-1 7:3.2M 6/28/23 Air T Inc. 10-K/A 3/31/23 125:11M 6/27/23 Air T Inc. 10-K 3/31/23 131:21M 6/28/22 Air T Inc. 10-K 3/31/22 124:13M 6/25/21 Air T Inc. 10-K 3/31/21 118:28M 3/11/21 Air T Inc. S-3 3/10/21 3:764K RDG Filings/FA 2/13/19 SEC UPLOAD¶ 7/08/19 2:47K Air T Inc. 12/17/18 SEC UPLOAD¶ 7/08/19 2:49K Air T Inc. |