Exhibit 4 Subscription Agreement
THE IMAGING CENTER, INC.
000 XXXXXXXX XXXXXX
P. O. XXX 0000
XXXXXXXXXX, XX 00000-0000
TELEPHONE: 000-000-0000
SUBSCRIPTION AGREEMENT
INSTRUCTIONS
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1. PLEASE PROVIDE ALL REQUESTED INFORMATION AND SIGN THIS AGREEMENT IN THE
SPACE PROVIDED BELOW. ANY OMISSION MAY RESULT IN THIS FORM BEING RETURNED
TO YOU FOR COMPLETION.
2. RETURN THIS SUBSCRIPTION AGREEMENT AND YOUR CHECK (OR A CERTIFIED OR
CASHIER'S CHECK) FOR THE TOTAL PURCHASE PRICE FOR THE SHARES BEING
PURCHASED BY YOU TO THE IMAGING CENTER, INC. AT THE ABOVE ADDRESS. YOUR
CHECK SHOULD BE PAYABLE TO "THE IMAGING CENTER, INC."
3. ANY QUESTIONS SHOULD BE DIRECTED TO F. XXXXXX XXXXXXX, M.D. AT THE ABOVE
ADDRESS OR TELEPHONE NUMBER. 4. THIS IS A LEGAL DOCUMENT AND ONCE EXECUTED
AND DELIVERED BY YOU TO THE COMPANY WILL BE BINDING UPON YOU. IF YOU HAVE
ANY QUESTIONS ABOUT THE LEGAL EFFECT OR NATURE OF THIS DOCUMENT, YOU
SHOULD CONSULT A QUALIFIED ATTORNEY.
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PLEASE COMPLETE ALL OF THE FOLLOWING:
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PURCHASER INFORMATION (COMPLETE ALL UNSHADED BLANKS)
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Name: NAME(S) IN WHICH SHARES
ARE TO BE REGISTERED.
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Address:
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Telephone:
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State of Residence:
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Social Security or Employer Identification Number:
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Number of Shares I Want (NOT LESS THAN 100 NOR
to Purchase: MORE THAN 1,000 SHARES.)
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Price Per Share: x $2.00
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Total Purchase Price (No.
Shares x Price)
$-----------
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PURCHASE OF COMMON STOCK. I agree to purchase shares of the Class B
Non-Voting Common Stock, $1.00 par value (the "Shares") of The Imaging Center,
Inc. (the "Company" or "you") in the amount and for the price described above.
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Attached to this agreement is my check (or a certified or cashier's check)
for the Total Purchase Price for the Shares being purchased by me, made payable
to "The Imaging Center, Inc." The Company will promptly deposit these funds into
the Escrow Account maintained at ______________.
I understand that:
o The Company may, in its sole and absolute discretion, accept or
reject this subscription and the subscription will not be binding
until accepted by the Company in writing.
o The Shares I am purchasing will only be issued upon acceptance by
the Company and upon satisfaction of the terms and conditions of
this letter.
o My subscription may be cancelled and my funds will be returned
without interest in the event the Company does not accept my
subscription on or before ______, 1999 (unless the offering is
extended).
MY REPRESENTATIONS. I understand that the offering and sale of the Shares
is registered under the Securities Act of 1933 and various state securities laws
and that the Company and its advisors will rely on my representations in this
letter to comply with these laws. Accordingly, I represent and warrant to the
Company and agree as follows:
o All information about me in this letter is true and correct.
o I have received and have reviewed the Company's Prospectus dated
________, 1999.
o I have had a reasonable opportunity to ask questions of and
receive answers from a person or persons acting on behalf of the
Company concerning this investment, including the terms and
conditions of this offering, and all such questions have been
answered to my full satisfaction.
o I have reached the age of majority, have adequate means of
providing for my current needs and personal contingencies, am able
to bear the substantial economic risks of an investment in the
Shares for an indefinite period of time, have no need for
liquidity in such an investment and, at the present time, could
afford a complete loss of such investment.
o Within 5 days after receipt of a request from you, I will provide
additional information and execute any documents as you may
require to comply with any and all laws applicable to the Company.
o All representations or statements made by me to the Company in
connection with my purchase of the Shares shall be true and
correct in all respects on and as of the date of delivery of the
Shares to me and will continue in effect after delivery of the
Shares to me.
o If this agreement is executed by a corporation, partnership,
limited liability entity, trust, unincorporated association or
other legal entity (the "Entity"), the Entity represents, warrants
and agrees that:
> all references in this agreement to "I" or "me" and any
similar references are to the Entity;
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> the person signing this agreement on behalf of the Entity has
full power and authority to bind the Entity;
> the Entity full legal power and authority to enter into this
agreement and to purchase the Shares; and
> this agreement has been duly authorized, executed and
delivered by the Entity and is binding upon the Entity.
INDEMNIFICATION. I will indemnify and hold harmless the Company and it
officers, directors, agents, employees and affiliates against any and all loss,
liability, claim or damage, (including attorney's fees and disbursements)
together with all costs and expenses which may arise from or be based upon any
false representation or warranty made by me or my failure to comply with any
representation, warranty, covenant or agreement made by me in connection with my
purchase of the Shares.
I hereby acknowledge and agree that:
o IRREVOCABILITY. My purchase of the shares is irrevocable and I may
not cancel, terminate or revoke this subscription or any of my
agreements made in this letter.
o BINDING EFFECT. My obligations under this agreement shall survive
my death or disability and shall bind my heirs, executor,
administrators, successors, legal representatives and assigns.
o MULTIPLE PURCHASERS. If this Subscription Agreement is signed by
more than one person, their obligations shall be joint and
several, and their agreements, representations, warranties and
acknowledgments contained in this agreement are binding upon each
of them and their heirs, executors, administrators, successors,
legal representatives and assigns.
o MODIFICATION. Neither this Agreement nor any of its provisions may
be waived, modified, discharged or terminated other than by a
further written agreement signed by the party granting any waiver,
modification, discharge or termination.
o NOTICES. Any notice or other communication between the Company and
me shall be sent by mail or delivered to the address appearing in
this agreement for the person to whom the notice or communication
is sent.
o COUNTERPARTS. This Subscription Agreement may be executed on
separate signature pages or in any number of counterparts, and
this agreement, so signed, shall be binding on all of us,
notwithstanding that all signatures do not appear on one
agreement.
o ENTIRE AGREEMENT. This agreement contains all agreements between
us regarding the purchase of the Shares, except as otherwise
stated in this agreement.
o SEVERABILITY. Each provision of this agreement is intended to be
severable from every other provision, and if any portion of this
agreement is invalid or illegal, the rest of this agreement will
remain in effect and binding upon us.
o ASSIGNMENT. This agreement may not be transferred assigned by me
except as may be provided above.
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o APPLICABLE LAW. This agreement shall be governed by and construed
under laws of the State of Maryland.
Dated: ______________________
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INDIVIDUAL SUBSCRIBER(S): ENTITY SUBSCRIBER:
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[Entity Name]
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Signature of Purchaser By: __________________________________
Name:________________________________
Title:_________________________________
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Signature of Purchaser
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PURCHASE ACCEPTED FOR _________ SHARES:
THE IMAGING CENTER, INC.
By: ________________________________
F. Xxxxxx Xxxxxxx, M.D., President
Date: ___________________________
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