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EXHIBIT 10.53
FUTURELINK DISTRIBUTION CORP.
SUBSCRIPTION AGREEMENT made as of this _______ day of______, 1999
between FutureLink Distribution Corp., a corporation organized under the laws of
the State of Colorado with offices at 000, 000-0 Xxxxxx XX, Xxxxxxx, XX Xxxxxx
X0X 0X0 (the "Company") and the undersigned (the "Subscriber").
WHEREAS, the Company desires to issue a minimum of 40 (the "Minimum
Offering") and a maximum of 80 (the "Maximum Offering") units ("Units") in a
private placement in accordance with an exemption provided by Regulation D from
the registration provisions of the Securities Act of 1933 (the "Act"), each Unit
consisting of $50,000 principal amount of 8% senior subordinated convertible
promissory notes of (the "Notes") in the form attached as Exhibit (ii) to the
Confidential Term Sheet dated April 14, 1999 (the "Term Sheet") and 125,000
common stock purchase warrants (the "Warrants") in the form attached as Exhibit
(iii) to the Term Sheet on the terms and conditions hereinafter set forth and
the Subscriber desires to acquire the number of Units set forth on the signature
page hereof; and
WHEREAS, the Maximum Offering may be increased by up to 20 additional
Units to cover over-subscriptions;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I. SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY AND COVENANTS OF
SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth,
the Subscriber hereby subscribes for and agrees to purchase from the Company
such number of Units as is set forth upon the signature page hereof at a price
equal to $50,000 per Unit, and the Company agrees to sell such Units to the
Subscriber for said purchase price subject to the Company's right to sell to the
Subscriber such lesser number of Units as the Company may, in its sole
discretion, deem necessary or desirable. The purchase price is payable by
certified or bank check made payable to United States Trust Company of New York,
as Escrow Agent for FutureLink, or by wire transfer of funds, contemporaneously
with the execution and delivery of this Subscription Agreement. The Notes and
Warrants will be delivered by the Company within 10 days following the
consummation of this offering as set forth in Article III hereof. The Subscriber
understands however, that this purchase of Units is contingent upon the Company
making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and
5,000,000 Warrants) prior to the Termination Date as defined in Article III
hereof.
1.2 The Subscriber recognizes that the purchase of Units
involves a high degree of risk in that (i) an investment in the Company is
highly speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company and the Units; (ii) he may
not be able to liquidate his investment; (iii) transferability of the securities
comprising the Units is extremely limited; and (iv) an investor could suffer the
loss of his entire investment, as well as other risk factors as more fully set
forth herein and in the Term Sheet and the exhibits thereto.
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1.3 The Subscriber represents and warrants that he is an
"accredited investor" as such term in defined in Rule 501 of Regulation D
promulgated under the United States Securities Act of 1933, as amended (the
"Act"), as indicated by his responses to the Investor Questionnaire, and that he
is able to bear the economic risk of an investment in the Units. The Subscriber
further represents and warrants that the information furnished in the Investor
Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment
experience, including investment in non-listed and non-registered securities and
that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of
the Term Sheet and all exhibits thereto and other documents furnished in
connection with this transaction (collectively, the "Offering Documents") and
hereby represents that he has been furnished by the Company during the course of
this transaction with all information regarding the Company which he has
requested or desires to know and that he has been afforded the opportunity to
ask questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the terms and conditions of the
offering.
1.6 The Subscriber acknowledges that this offering of Units
may involve tax consequences (including, but not limited to, the possible need
to recognize interest income relating to the Warrants) and that the contents of
the Offering Documents do not contain tax advice or information. The Subscriber
acknowledges that he must retain his own professional advisors to evaluate the
tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units
has not been reviewed by the United States Securities and Exchange Commission
("SEC") because of the Company's representations that this is intended to be a
nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber
represents that the Notes and Warrants comprising his Units are being purchased
for his own account, for investment and not for distribution or resale to
others. The Subscriber agrees that he will not sell or otherwise transfer the
Notes or the Warrants unless they are registered under the Act or unless an
exemption from such registration is available.
1.8 The Subscriber understands that Rule 144 (the "Rule")
promulgated under the Act requires, among other conditions, a one year holding
period prior to the resale (in limited amounts) of securities acquired in a
non-public offering without having to satisfy the registration requirements
under the Act. The Subscriber understands that the Company makes no
representation or warranty regarding its fulfillment in the future of any
reporting requirements under the Securities Exchange Act of 1934, as amended, or
its dissemination to the public of any current financial or other information
concerning the Company, as is required by the Rule as one of the conditions of
its availability. The Subscriber understands and hereby acknowledges that the
Company is under no obligation to register the securities comprising the Units
under the Act, with the exception of certain registration rights set forth in
Article IV herein. The Subscriber consents that the Company may, if it desires,
permit the transfer of the Notes, the shares of Common Stock issuable upon
conversion of the Notes (the "Conversion Shares"), the Warrants or the shares of
Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") out
of his name only when his request for transfer is accompanied by an opinion of
counsel reasonably satisfactory to the Company that neither the sale
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nor the proposed transfer results in a violation of the Act or any applicable
state "blue sky" laws (collectively "Securities Laws").
1.9 The Subscriber agrees not to sell, transfer or otherwise
dispose of the Conversion Shares or the Warrant Shares for a period of 12 months
after the Initial Closing (as defined herein) without the prior written consent
of the Placement Agent which may be given after six months from the Initial
Closing.
1.10 The Subscriber consents to the placement of a legend on
any certificate or other document evidencing the Notes, the Conversion Shares,
the Warrants and the Warrant Shares stating that they have not been registered
under the Act and setting forth or referring to the restrictions on
transferability and sale thereof.
1.11 The Subscriber acknowledges that if he is a Registered
Representative of an NASD member firm, he must give such firm the notice
required by the NASD's Rules of Fair Practice, receipt of which must be
acknowledged by such firm on the signature page hereof.
1.12 If the undersigned Subscriber is a partnership,
corporation, trust or other entity, such partnership, corporation, trust or
other entity further represents and warrants that: (i) it was not formed for the
purpose of investing in the Company; (ii) it is authorized and otherwise duly
qualified to purchase and hold the Units; and (iii) that this Subscription
Agreement has been duly and validly authorized, executed and delivered
constitutes the legal, binding and enforceable obligation of the undersigned.
II. REPRESENTATIONS BY THE COMPANY
2.1 The Company represents and warrants to the Subscriber that
prior to the consummation of this offering and at the Closing Date:
(a) The Company is a corporation duly organized,
existing and in good standing under the laws of the State of Colorado and has
the corporate power to conduct the business which it conducts and proposes to
conduct.
(b) The execution, delivery and performance of this
Subscription Agreement by the Company will have been duly approved by the Board
of Directors of the Company and all other actions required to authorize and
effect the offer and sale of the Units and the securities contained therein will
have been duly taken and approved.
(c) The Notes and Warrants have been duly and validly
authorized and when issued and paid for in accordance with the terms hereof,
will be duly and validly issued and fully paid and non assessable.
(d) The Company will at all times have authorized and
reserved a sufficient number of Conversion Shares and Warrant Shares to provide
for conversion of the Notes and exercise of the Warrants.
(e) The Company has obtained, or is in the process of
obtaining, all licenses, permits and other governmental authorizations necessary
to the conduct of its business;
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such licenses, permits and other governmental authorizations obtained are in
full force and effect; and the Company is in all material respects complying
therewith.
(f) The Company knows of no pending or threatened
legal or governmental proceedings to which the Company is a party which could
materially adversely affect the business, property, financial condition or
operations of the Company.
(g) The Company is not in violation of or default
under, nor will the execution and delivery of this Subscription Agreement, the
issuance of the Notes or the Warrants, and the incurrence of the obligations
herein and therein set forth and the consummation of the transactions herein or
therein contemplated, result in a violation of, or constitute a default under,
the Company's articles of incorporation or by-laws, any material obligations,
agreement, covenant or condition contained in any bond, debenture, note or other
evidence of indebtedness or in any material contract, indenture, mortgage, loan
agreement, lease, joint venture or other agreement or instrument to which the
Company is a party or by which it or any of its properties may be bound or any
material order, rule, regulation, writ, injunction, or decree of any government,
governmental instrumentality or court, domestic or foreign.
III. TERMS OF SUBSCRIPTION
3.1 The subscription period will begin as of April 14, 1999
and will terminate at 11:59 PM Eastern time on April 30, 1999, unless extended
by the Company and the Placement Agent for up to an additional 30 days (the
"Termination Date"). Such extension may be effected without notice to the
Subscribers. Of the Xxxxx, 00 will be offered on a "best efforts-all or none"
basis and the remaining Units will be offered on a "best efforts" basis as more
particularly set forth in the Term Sheet.
3.2 Placement of the Units will be made by Commonwealth
Associates which will receive (i) a placement fee equal to 6.5% of the gross
proceeds of the offering; (ii) a structuring fee equal to 2.5% of the gross
proceeds of the offering; (iii) reimbursement of its accountable expenses up to
$25,000 plus legal fees and disbursements; and (ii) warrants (substantially
identical to the Warrants included in the Units) to purchase 62,500 shares of
Common Stock for each $50,000 raised in the private placement (for a total of
between 2,500,000 and 7,500,000 warrants in the event that all the
over-subscription Units are sold).
3.3 Pending the sale of the Units, all funds paid hereunder
shall be deposited by the Company in escrow with United States Trust Company of
New York. If the Company shall not have obtained subscriptions (including this
subscription) for purchases of 40 Units for an aggregate purchase price of
$2,000,000 on or before the Termination Date, then this subscription shall be
void and all funds paid hereunder by the Subscriber, without interest, shall be
promptly returned to the Subscriber, subject to paragraph 3.5 hereof. If 40
Units are sold at or prior to the Termination Date, then all subscription
proceeds shall be paid over to the Company within 10 days thereafter at an
initial closing (the "Initial Closing"). In such event, placements of additional
Units may continue until the Termination Date, with subsequent releases of funds
to be at the mutual consent of the Company and the Placement Agent.
3.4 The Subscriber hereby authorizes and directs the Company
to deliver certificates representing the securities to be issued to such
Subscriber pursuant to this Subscription
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Agreement either (a) to the residential or business address indicated in the
Confidential Purchaser Questionnaire or (b) directly to the Subscriber's account
maintained with the Placement Agent, if any.
3.5 The Subscriber hereby authorizes and directs the Company
to return any funds for unaccepted subscriptions to the same account from which
the funds were drawn, including any customer account maintained with the
Placement Agent.
3.6 If the Subscriber is not a United States person, such
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the securities comprising the Units or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the purchase of
the Units, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv)
the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the securities comprising the
Units. Such Subscriber's subscription and payment for, and his or her continued
beneficial ownership of the Units, will not violate any applicable securities or
other laws of the Subscriber's jurisdiction.
IV. REGISTRATION RIGHTS
4.1 The Company hereby agrees with the holders of the Notes,
the Warrants, the Conversion and the Warrant Shares or their transferees
(collectively, the "Holders") to file a registration statement with the SEC
covering the resale of the Conversion Shares and Warrant Shares (collectively,
the "Underlying Shares") on Form S-1 or such other form as the Company desires,
pursuant to the Act within four months of the Initial Closing Date, and to use
its best efforts to cause such registration to become effective no later than
180 days after the Initial Closing Date.
4.2 Registration Procedures. The Company will, until
such time as the Underlying Shares may be sold under Rule 144 without volume
limitation:
(a) prepare and file with the SEC a registration
statement with respect to such securities, and use its best efforts to cause
such registration statement to become and remain effective;
(b) prepare and file with the SEC such amendments to
such registration statement and supplements to the prospectus contained therein
as may be necessary to keep such registration statement effective;
(c) furnish to the Holders participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such
securities;
(d) use its best efforts to register or qualify the
securities covered by such registration statement under such state securities or
blue sky laws of such jurisdictions as the Holders may reasonably request in
writing within 20 days following the original filing of such registration
statement, except that the Company shall not for any purpose be required to
execute a
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general consent to service of process or to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified;
(e) notify the Holders, promptly after it shall
receive notice thereof, of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of such registration
statement has been filed;
(f) notify the Holders promptly of any request by the
SEC for the amending or supplementing of such registration statement or
prospectus or for additional information;
(g) prepare and file with the SEC, promptly upon the
request of any Holders, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such Holders (and
concurred in by counsel for the Company), is required under the Act or the rules
and regulations thereunder in connection with the distribution of Common Stock
by such Holders;
(h) prepare and promptly file with the SEC and
promptly notify such Holders of the filing of such amendment or supplement to
such registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Act, any event shall have
occurred as the result of which any such prospectus or any other prospectus as
then in effect would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances in which they were made, not misleading; and
(i) advise the Holders, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
4.3 Expenses.
(a) With respect to the registration required
pursuant to Section 4.1 hereof, all fees, costs and expenses of and incidental
to such registration, inclusion and public offering (as specified in paragraph
(b) below) in connection therewith shall be borne by the Company, provided,
however, that the Holders shall bear their pro rata share of the underwriting
discount and commissions and transfer taxes.
(b) The fees, costs and expenses of registration to
be borne by the Company as provided in paragraph (a) above shall include,
without limitation, all registration, filing, and NASD fees, printing expenses,
fees and disbursements of counsel and accountants for the Company, and all legal
fees and disbursements and other expenses of complying with state securities or
blue sky laws of any jurisdictions in which the securities to be offered are to
be registered and qualified (except as provided in 4.3(a) above). Fees and
disbursements of counsel and accountants for the Holders and any other expenses
incurred by the Holders not expressly included above shall be borne by the
Holders.
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4.4 Indemnification.
(a) The Company will indemnify and hold harmless each
Holder of Underlying Shares which are included in the registration statement
pursuant to the provisions of Section 4.1 hereof, its directors and officers,
and any underwriter (as defined in the Act) for such Holder and each person, if
any, who controls such Holder or such underwriter within the meaning of the Act,
from and against, and will reimburse such Holder and each such underwriter and
controlling person with respect to, any and all loss, damage, liability, cost
and expense to which such Holder or any such underwriter or controlling person
may become subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
any prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, damage, liability, cost or expenses
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished
by such Holder, such underwriter or such controlling person in writing
specifically for use in the preparation thereof.
(b) Each Holder of Underlying Shares included in the
registration pursuant to the provisions of Section 4.1 hereof will indemnify and
hold harmless the Company, its directors and officers, any controlling person
and any underwriter from and against, and will reimburse the Company, its
directors and officers, any controlling person and any underwriter with respect
to, any and all loss, damage, liability, cost or expense to which the Company or
any controlling person and/or any underwriter may become subject under the Act
or otherwise, insofar as such losses, damages, liabilities, costs or expenses
are caused by any untrue statement or alleged untrue statement of any material
fact contained in such registration statement, any prospectus contained therein
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by or on behalf of such
Holder specifically for use in the preparation thereof.
(c) Promptly after receipt by an indemnified party
pursuant to the provisions of paragraph (a) or (b) of this Section 4.4 of notice
of the commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than
hereunder. In case such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party shall have the right to participate in, and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party,
provided, however, if counsel for the indemnifying party concludes that a single
counsel cannot under applicable legal and ethical considerations, represent
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both the indemnifying party and the indemnified party, the indemnified party or
parties have the right to select separate counsel to participate in the defense
of such action on behalf of such indemnified party or parties. After notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party pursuant to the provisions of said paragraph (a) or (b) for
any legal or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation, unless (I) the indemnified party shall have employed counsel in
accordance with the provisions of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after the notice of the
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.
V. MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, at its registered office, 000,
000-0 Xxxxxx XX, Xxxxxxx, XX Xxxxxx X0X 0X0, Attention: Chief Executive Officer
and to the Subscriber at his address indicated on the last page of this
Subscription Agreement. Notices shall be deemed to have been given on the date
of mailing, except notices of change of address and notices sent from outside
the continental United States, which shall be deemed to have been given when
received.
5.2 This Subscription Agreement shall not be changed, modified
or amended except by a writing signed by the parties to be charged, and this
Subscription Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.
5.3 This Subscription Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
5.4 Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in accordance
with and governed by the laws of the State of New York. The parties hereby agree
that any dispute which may arise between them arising out of or in connection
with this Subscription Agreement shall be adjudicated before a court located in
New York City and they hereby submit to the exclusive jurisdiction of the courts
of the State of New York located in New York, New York and of the federal courts
in the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Subscription Agreement or
any acts or omissions relating to the sale of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of the
address set forth below or such other address as the undersigned shall furnish
in writing to the other.
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5.5 This Subscription Agreement may be executed in
counterparts. Upon the execution and delivery of this Subscription Agreement by
the Subscriber, this Subscription Agreement shall become a binding obligation of
the Subscriber with respect to the purchase of Units as herein provided;
subject, however, to the right hereby reserved to the Company to enter into the
same agreements with other subscribers and to add and/or to delete other persons
as subscribers.
5.6 The holding of any provision of this Subscription
Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall
remain in full force and effect.
5.7 It is agreed that a waiver by either party of a breach of
any provision of this Subscription Agreement shall not operate, or be construed,
as a waiver of any subsequent breach by that same party.
5.8 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
5.9 The Company agrees not to disclose the names, addresses or
any other information about the Subscribers, except as required by law,
provided, that the Company may use information relating to the Subscriber in any
registration statement under the Act with respect to the Warrant Shares.
VI. BLUE SKY LEGENDS
California
The sale of securities which are the subject of this agreement has not
been qualified with the Commissioner of Corporations of the State of California
and the issuance of such securities or the payment or receipt of any part of the
consideration for such securities prior to such qualification is unlawful,
unless the sale of securities is exempt from qualification by Section 25100,
25102 or 25105 of the California Corporations Code. The rights of all parties to
this agreement are expressly conditioned upon such qualification being obtained,
unless the sale is so exempt.
Connecticut
The undersigned acknowledges that the Securities have not been
registered under the Connecticut Uniform Securities Act, as amended (the "Act")
and are subject to restrictions on transferability and sale of securities as set
forth herein. The undersigned hereby agrees that such Securities will not be
transferred or sold without registration under the Act or exemption therefrom.
Pennsylvania
The undersigned hereby acknowledges that the Issuer is relying upon the
exemption from registration of securities set forth in Section 203(d) of the
Pennsylvania Securities Act of 1972, as amended (the "Pennsylvania Act") in
connection with the sale of the Securities to the undersigned.
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In accordance with the requirements of Section 203(d) of the
Pennsylvania Act, the undersigned hereby agrees not to sell his Securities
within twelve (12) months from the date of purchase except pursuant to Section
204.01 of the Blue Sky Regulations of the Pennsylvania Securities Act of 1972.
Additionally, the undersigned is aware of the right of withdrawal under Section
207(m) of the Act described in the cover pages of the Term Sheet.
Texas
The undersigned hereby acknowledges that the Securities cannot be sold
unless they are subsequently registered under the Securities Act of 1933, as
amended, and the Texas Securities Act, or an exemption from registration is
available. The undersigned further acknowledges that because the Securities are
not readily transferable, he must bear the economic risk of his investment for
an indefinite period of time.
IN WITNESS WHEREOF, the parties have executed this
Subscription Agreement as of the day and year first written above.
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Signature of Subscriber Signature of Co-Subscriber
----------------------------------- ------------------------------------------
Name of Subscriber Name of Co-Subscriber
[please print] [please print]
----------------------------------- ------------------------------------------
Address of Subscriber Address of Co-Subscriber
----------------------------------- ------------------------------------------
Social Security or Taxpayer Social Security or Taxpayer Identification
Identification Number of Subscriber Number of Co-Subscriber
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Subscriber's Account Number
at Commonwealth Associates
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Dollar Amount of Units Subscribed For
*IF SUBSCRIBER IS A REGISTERED REPRESENTATIVE
WITH AN NASD MEMBER FIRM, HAVE THE FOLLOWING
ACKNOWLEDGMENT SIGNED BY THE APPROPRIATE PARTY:
The undersigned NASD member firm
acknowledges receipt of the notice
required by Rule 3050 of the NASD Subscription Accepted:
Conduct Rules.
FUTURELINK DISTRIBUTION CORP.
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Name of NASD Member Firm By:
----------------------------------------
Name:
Title:
By
--------------------------------
Authorized Officer
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The Company entered into a separate subscription agreement relating to the
issuance of 8% senior subordinated convertible debentures and related warrants
in substantially the form attached hereto with the following selling
stockholders included in this Registration Statement persons on Exhibit 10.53:
Principal Number of
Name Amount of Note Warrants
---- -------------- ---------
Xxxx Xxxxxx $ 30,000 17,790
Xxxxxxx X. Xxxxxx, Xx. $ 15,000 8,895
Xxxxx X. Xxxxxxx $ 12,500 7,413
Xxxxxx Xxxxxxxxx $ 24,500 14,529
Xxxxxx Xxxxxxxx $ 25,000 14,825
Xxxxxxx Xxxxx Canada Inc. ITF Xxxx Xxxxx $ 9,000 5,337
Xxxx Gaba and Xxxxx Gaba $ 10,000 5,930
Xxxxxxxx X. Xxxxxxx $ 50,000 29,650
Just In Case, Ltd. $ 25,000 14,825
Xxxxxx Xxxxxxxxxxx $ 7,500 4,448
Xxxxx Xxxxxx and Xxxxx Xxxxxx $100,000 59,300
Xxxx Xxxxxx $ 8,000 4,744
Xxxxx Xxxxxxxx $ 50,000 29,650
Xxxxxxx and Xxxxx X'Xxxxx $ 20,000 11,860
Xxxxx Xxxxxx $ 20,000 11,860
Xxxx and Xxxxxx Xxxxxxx $ 25,000 14,825
Xxxxx Xxxxxxx
X. Xxxxx and Xxxxxx X. Xxxxxxx $ 10,000 5,930
May Xxxxxxx $ 15,000 8,895
Ventana Partners, LP $ 20,000 11,860
Xxxxxxx Xxxxxxxxxxx $ 12,500 7,413
Xxxxxx Capital Advisors Limited $ 40,000 23,720
Xxx Xxxxxxxx $ 15,000 8,895
