Subscription Agreement between BancAmerica Capital Investors SBIC I, L.P. and AMN Holdings, Inc. dated November 28, 2000

Summary

BancAmerica Capital Investors SBIC I, L.P. agrees to purchase 13,538.5 shares of common stock from AMN Holdings, Inc. for $4,440,000 in cash. The shares will be fully paid and non-assessable. The investor confirms they are buying the shares for investment purposes, not for resale, and acknowledges the shares are not registered under the Securities Act, which restricts their transfer. The agreement includes provisions for legends and transfer restrictions on the share certificates.

EX-10.3 8 y51181ex10-3.txt SUBSCRIPTION AGREEMENT 1 Exhibit 10.3 SUBSCRIPTION AGREEMENT Dated: November 28, 2000 AMN Holdings, Inc. 12235 El Camino Real Suite 200 San Diego, CA 92130 Gentlemen: 1. The undersigned hereby subscribes for 13,538.5 shares of Common Stock, par value of One Cent ($.01) a share, of AMN Holdings, Inc., a Delaware corporation (the "Corporation"). Payment therefor will be made in cash for an aggregate consideration of $4,440,000. 2. The shares subscribed for hereunder (the "Shares"), when issued, shall be fully paid and non-assessable and the certificates therefor shall so state. 3. The undersigned hereby: 3.1 represents and warrants that the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of utilizing the information that is available to the undersigned concerning the Corporation to evaluate the risks of investment in the Corporation; 3.2 acknowledges that the undersigned has been advised that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act") and, accordingly, that the undersigned may not be able to sell or otherwise dispose of the Shares when the undersigned wishes to do so; 2 2 3.3 represents and warrants that the Shares are being purchased by the undersigned for the undersigned's own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof; 3.4 agrees that the Shares will not be resold (a) without registration thereof under the Act (unless an exemption from such registration is available) or (b) in violation of any law; 3.5 consents that the certificate or certificates representing the Shares may be impressed with a legend indicating that the Shares are not registered under the Act and reciting that transfer thereof is restricted; and 3.6 consents that stop transfer instructions in respect of the Shares may be issued to any transfer agent, transfer clerk or other agent at any time acting for the Corporation. Very truly yours, BANCAMERICA CAPITAL INVESTORS SBIC I, L.P. By: /s/ BancAmerica Capital Investors SBIC I, L.P. ---------------------------------------------- Name: Title: Accepted: As of November 28, 2000 AMN HOLDINGS, INC. By:/s/ Steven C. Francis ---------------------------------- Name: Steven C. Francis Title: President