EXHIBIT 1
FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of November __, 1997, by and
among ROCHESTER MEDICAL CORPORATION, a Minnesota corporation (the "Company"),
VECTOR SECURITIES INTERNATIONAL, INC. (the "Placement Agent"), and Citibank,
N.A., a national banking institution incorporated under the laws of the
United States of America (the "Escrow Agent").
WHEREAS, the Company proposes to sell an aggregate of
1,300,000 shares of its common stock, no par value per share (the "Shares"),
for an aggregate of $_________________, all as described in the Company's
registration statement on Form S-2 (Registration No. 333-36605) (which,
together with all amendments or supplements thereto is referred to herein as
the "Registration Statement");
WHEREAS, the Shares are being offered by the Company to
investors whom the Placement Agent has introduced to the Company, pursuant to
registration under the Securities Act of 1933, as amended, and pursuant to
registration or exemptions from registration under state securities laws;
WHEREAS, the offering of the Shares will terminate on
______________, 1997 (the "Final Closing Date") and, if subscriptions for the
total number of Shares being offered pursuant to the Registration Statement
have not been received by the Company on or before the Final Closing Date, no
Shares will be sold and all payments made by subscribers will be refunded by
the Escrow Agent with interest earned thereon, if any; and
WHEREAS, with respect to all subscription payments
received from subscribers, the Company proposes to establish an escrow
account with the Escrow Agent at its Private Banking Office, 000 Xxxxxxxx,
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
NOW, THEREFORE, it is agreed as follows:
1. ESTABLISHMENT OF ESCROW. The Escrow Agent hereby agrees to
receive and disburse the proceeds from the offering of the Shares and any
interest earned thereon in accordance herewith.
2. DEPOSIT OF ESCROWED PROPERTY. The Placement Agent, on
behalf of the subscribers for the Shares, shall from time to time, but in no
event later than 12:00 noon on the date following receipt by the Placement
Agent, cause to be wired to or deposited with, or, cause the subscribers for
the Shares to wire or deposit with, the Escrow Agent funds or checks of the
subscribers delivered in payment for the Shares (the "Escrowed Property").
Any checks delivered
to the Escrow Agent pursuant to the terms hereof shall be made payable to or
endorsed to the order of the Escrow Agent. The Escrow Agent upon receipt of
such checks shall present such checks for payment to the drawee-bank under
such checks. Any checks not honored by the drawee-bank thereunder after the
first presentment for payment shall be returned to the Placement Agent, on
behalf of such subscriber, in the same manner notices are delivered pursuant
to Section 6. Upon receipt of funds or checks from the Placement Agent, the
Escrow Agent shall credit such funds and the amount of such checks to a
non-interest-bearing account (the "Escrow Account") held by the Escrow Agent.
If following the credit of the amount of any check to the Escrow Account such
check is dishonored, the Escrow Agent, if such dishonored check amount shall
have been invested pursuant to Section 3, shall liquidate to the extent of
such dishonored check amount such investments and debit the Escrow Account
for the amount of such dishonored check plus, if any, the amount of interest
and other income earned with respect to any investment of such dishonored
check amount.
3. INVESTMENT OF ESCROWED PROPERTY. The Escrow Agent on the
second business day ("business day" defined for purposes of this Escrow
Agreement as any day which is not a Saturday, a Sunday or a day on which
banks or trust companies in the City and State of New York are authorized or
obligated by law, regulation or executive order to remain closed) succeeding
(unless such deposit is made in federal or other immediately available or
"same day" funds, in which case, on the business day next succeeding) the
credit of any subscription proceeds to the Escrow Account pursuant to Section
2 and until release of such proceeds in accordance with the terms hereof,
shall deposit such proceeds in a Citibank Market Deposit Account, pursuant to
Rule 15c2-4 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, in accordance with the terms set
forth on Exhibit A hereto (made a part of this Escrow Agreement as if herein
set forth). The Escrow Agent shall in no event be liable for any loss
resulting from any change in interest rates applicable to proceeds invested
pursuant to this Section. Interest on proceeds invested pursuant to this
Section shall accrue from the date of investment of such proceeds until the
termination of such investment pursuant to the terms hereof and shall be paid
as set forth in Section 5.
4. LIST OF SUBSCRIBERS. The Placement Agent shall furnish or
cause to be furnished to the Escrow Agent, at the time of each deposit of
funds or checks pursuant to Section 2, a list, substantially in the form of
Exhibit B hereto, containing the name of, the address of, the number of
Shares subscribed for by, the subscription amount delivered to the Escrow
Agent on behalf of, and the social security or taxpayer identification
number, if applicable, of, each subscriber whose funds are being deposited,
and to which is attached a completed W-9 form (or, in the case of any
subscriber who is not a United States citizen or resident, a W-8 form) for
each listed subscriber. The Escrow Agent shall notify the Placement Agent and
the Company of any discrepancy between the subscription amounts set forth on
any list delivered pursuant to this Section 4 and the subscription amounts
received by the Escrow Agent. The Escrow Agent is authorized to revise such
list to reflect the actual subscription amounts received and the release of
any subscription amounts pursuant to Section 5.
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5. WITHDRAWAL OF SUBSCRIPTION AMOUNTS.
(a) If the Escrow Agent shall receive a notice,
substantially in the form of Exhibit C hereto (an "Offering Termination
Notice"), from the Company, the Escrow Agent shall (i) promptly after receipt
of such Offering Termination Notice and the clearance of all checks received
by the Escrow Agent as Escrowed Property, liquidate any investments that
shall have been made pursuant to Section 3 and send to each subscriber listed
on the list held by the Escrow Agent pursuant to Section 4 whose total
subscription amount shall not have been released pursuant to paragraph (b) or
(c) of this Section 5, in the manner set forth in paragraph (d) of this
Section 5, a check to the order of such subscriber in the amount of the
remaining subscription amount held by the Escrow Agent as set forth on such
list held by the Escrow Agent, and (ii) promptly after the fourth business
day of the month immediately following the month in which the investments
made pursuant to Section 3 were terminated pursuant to this paragraph, send,
in the manner set forth in paragraph (e) of this Section 5, a check to the
order of each such subscriber in the amount of interest and other income
earned and not yet paid with respect to any investment of such subscriber's
funds. The Escrow Agent shall notify the Company and the Placement Agent of
the distribution of such funds to the subscribers.
(b) In the event that (i) the Shares have been
subscribed for and funds in respect thereof shall have been deposited with
the Escrow Agent on or before the Final Closing Date and (ii) no Offering
Termination Notice shall have been delivered to the Escrow Agent, the Company
and the Placement Agent, shall deliver to the Escrow Agent a joint notice,
substantially in the form of Exhibit D hereto (a "Closing Notice"),
designating the date on which Shares are to be sold and delivered to the
subscribers thereof (the "Closing Date"), which date shall not be earlier
than the clearance of any checks received by the Escrow Agent as Escrowed
Property, the proceeds of which are to be distributed on such Closing Date,
and identifying the subscribers and the number of Shares to be sold to each
thereof on such Closing Date, not less than two (2) nor more than seven (7)
business days prior to such Closing Date. The Escrow Agent, after receipt of
such Closing Notice and the clearance of such checks:
(i) on or prior to the Closing Date identified in such
Closing Notice, shall liquidate any investments that shall have
been made pursuant to Section 3 to the extent of the subscription
amount to be distributed pursuant to the immediately succeeding
clause (ii);
(ii) on such Closing Date, pay to the Company and the
Placement Agent, in federal or other immediately available funds
and otherwise in the manner specified by the Company in such
Closing Notice, an amount equal to the aggregate of the
subscription amounts paid by the subscribers identified in such
Closing Notice for the Shares to be sold on such Closing Date as
set forth on the list held by the Escrow Agent pursuant to Section
4; and
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(iii) promptly after the fourth business day of the
month immediately following the month in which the investments made
pursuant to Section 3 were terminated pursuant to such Closing
Notice, shall send, in the manner set forth in paragraph (e) of
this Section 5, a check to the order of each subscriber identified
in such Closing Notice in the amount of interest and other income
earned and not yet paid with respect to any investment of each such
subscriber's funds distributed on such Closing Date. At the time of
such transfer, the Escrow Agent shall identify in writing to the
Company and the Placement Agent the amount of the interest earned
for the account of each subscriber and the date such subscription
was received.
(c) If at any time and from time to time prior to the
release of any subscriber's total subscription amount pursuant to paragraph
(a) or (b) of this Section 5 from escrow, the Company shall deliver to the
Escrow Agent a notice, substantially in the form of Exhibit E hereto (a
"Subscription Termination Notice"), to the effect that any or all of the
subscriptions of such subscriber have been rejected by the Company (a
"Rejected Subscription"), the Escrow Agent (i) promptly after receipt of such
Subscription Termination Notice and, if such subscriber delivered a check in
payment of its Rejected Subscription, after the clearance of such check,
shall liquidate, to the extent of the sum of such subscriber's Rejected
Subscription amount as set forth in the Subscription Termination Notice, any
investments that shall have been made pursuant to Section 3 and send to such
subscriber, in the manner set forth in paragraph (e) of this Section 5, a
check to the order of such subscriber in the amount of such Rejected
Subscription amount, and (ii) promptly after the fourth business day of the
month immediately following the month in which the investments made pursuant
to Section 3 were terminated pursuant to this paragraph, shall send to such
subscriber, in the manner set forth in paragraph (e) of this Section 5, a
check to the order of such subscriber in the amount of interest and other
income earned and not yet paid with respect to any investment of such
subscriber's Rejected Subscription amount. At the time of such transfer, the
Escrow Agent shall identify in writing to the Company and the Placement Agent
the amount of the interest earned for the account of each subscriber and the
date such subscription was received.
(d) On a date following the transfer of any interest
earned for the account of each subscriber pursuant to Section 5(a), (b) or
(c), but not later than January 31, 1998, the Escrow Agent shall provide
each subscriber with tax form 1099 setting forth the amount of such interest.
(e) For the purposes of this Section 5, any check that
the Escrow Agent shall be required to send to any subscriber shall be sent to
such subscriber by first class mail, postage prepaid, at such subscriber's
address furnished to the Escrow Agent pursuant to Section 4.
6. NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be (a)
delivered by hand or (b) sent by mail, registered or certified, with proper
postage prepaid, and addressed as follows:
4
if to the Company, to:
Rochester Medical Corporation
Xxx Xxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
with a copy to:
Xxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxxxx X. Xxxxx
if to the Placement Agent, to:
Vector Securities International, Inc.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Syndicate
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxx, Esq.
if to the Escrow Agent, to:
Citibank, N.A.
Private Banking
000 Xxxxxxxx, Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All such
notices and communications, if mailed, shall be effective when deposited in
the mails, except that notices and communications to the Escrow Agent and
notices of changes of address shall not be effective until received.
5
7. CONCERNING THE ESCROW AGENT. To induce the Escrow Agent to act
hereunder, it is further agreed by the Company and Placement Agent that:
(a) The Escrow Agent shall not be under any duty to give
the Escrowed Property held by it hereunder any greater degree of care than it
gives its own similar property and shall not be required to invest any funds
held hereunder except as directed in this Escrow Agreement. Uninvested funds
held hereunder shall not earn or accrue interest.
(b) This Escrow Agreement expressly sets forth all the
duties of the Escrow Agent with respect to any and all matters pertinent
hereto. No implied duties or obligations shall be read into this Escrow
Agreement against the Escrow Agent. The Escrow Agent shall not be bound by
the provisions of any agreement among the other parties hereto except this
Escrow Agreement.
(c) The Escrow Agent shall not be liable, except for its
own gross negligence or willful misconduct, and, except with respect to
claims based upon such gross negligence or willful misconduct that are
successfully asserted against the Escrow Agent, and the other parties hereto
shall jointly and severally indemnify and hold harmless the Escrow Agent (and
any successor Escrow Agent) from and against any and all losses, liabilities,
claims, actions, damages and expenses, including reasonable attorneys' fees
and disbursements, arising out of and in connection with this Escrow
Agreement. Without limiting the foregoing, the Escrow Agent shall in no event
be liable in connection with its investment or reinvestment of any cash held
by it hereunder in good faith, in accordance with the terms hereof, including
without limitation any liability for any delays (not resulting from gross
negligence or willful misconduct) in the investment or reinvestment of the
Escrowed Property, or any loss of interest incident to any such delays.
(d) The Escrow Agent shall be entitled to rely upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the
authenticity or the correctness of any fact stated therein or the propriety
or validity of the service thereof. The Escrow Agent may act in reliance upon
any instrument or signature believed by it in good faith to be genuine and
may assume, if in good faith, that any person purporting to give notice or
receipt or advice or make any statement or execute any document in connection
with the provisions hereof has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of
counsel with respect to any matter relating to this Escrow Agreement and
shall not be liable for any action taken or omitted in good faith and in
accordance with such advice.
(f) The Escrow Agent does not have any interest in the
Escrowed Property deposited hereunder but is serving as escrow holder only.
Any payments of income from the Escrow Account shall be subject to
withholding regulations then in force with respect to
6
United States taxes. The parties hereto will provide the Escrow Agent with
appropriate W-9 forms for tax I.D., number certification, or non-resident
alien certifications.
This paragraph (f) and paragraph (c) of this Section
7 shall survive notwithstanding any termination of this Escrow Agreement or
the resignation of the Escrow Agent.
(g) The Escrow Agent makes no representation as to the
validity, value, genuineness or the collectibility of any security or other
document or instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise
any party as to the wisdom of selling or retaining or taking or refraining
from any action with respect to any securities or other property deposited
hereunder.
(i) The Escrow Agent (and any successor escrow agent) at
any time may be discharged from its duties and obligations hereunder by the
delivery to it of notice of termination signed by both the Company and the
Placement Agent or at any time may resign by giving written notice to such
effect to the Company and the Placement Agent. Upon any such termination or
resignation, the Escrow Agent shall deliver the Escrowed Property to any
successor escrow agent jointly designated by the other parties hereto in
writing, or to any court of competent jurisdiction if no such successor
escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged
of and from any and all further obligations arising in connection with this
Escrow Agreement. The termination or resignation of the Escrow Agent shall
take effect on the earlier of (i) the appointment of a successor (including a
court of competent jurisdiction) or (ii) the day that is 30 days after the
date of delivery: (A) to the Escrow Agent of the other parties' notice of
termination or (B) to the other parties hereto of the Escrow Agent's written
notice of resignation. If at that time the Escrow Agent has not received a
designation of a successor escrow agent, the Escrow Agent's sole
responsibility after that time shall be to keep the Escrowed Property safe
until receipt of a designation of successor escrow agent or a joint written
disposition instruction by the other parties hereto or any enforceable order
of a court of competent jurisdiction.
(j) The Escrow Agent shall have no responsibility for
the contents of any writing of any third party contemplated herein as a means
to resolve disputes and may rely without any liability upon the contents
thereof.
(k) In the event of any disagreement among or between
the other parties hereto and/or the subscribers of the Shares resulting in
adverse claims or demands being made in connection with the Escrowed
Property, or in the event that the Escrow Agent in good faith is in doubt as
to what action it should take hereunder, the Escrow Agent shall be entitled
to retain the Escrowed Property until the Escrow Agent shall have received
(i) a final and non-appealable order of a court of competent jurisdiction
directing delivery of the Escrowed
7
Property or (ii) a written agreement executed by the other parties hereto and
consented to by the subscribers directing delivery of the Escrowed Property,
in which event the Escrow Agent shall disburse the Escrowed Property in
accordance with such order or agreement. Any court order referred to in (i)
above shall be accompanied by a legal opinion by counsel for the presenting
party satisfactory to the Escrow Agent to the effect that said court order is
final and non-appealable. The Escrow Agent shall act on such court order and
legal opinion without further question.
(l) As consideration for its agreement to act as Escrow
Agent as herein described, the Company agrees to pay the Escrow Agent the fee
set forth on Exhibit F hereto (made a part of this Escrow Agreement as if
herein set forth). In addition, the Company agrees to reimburse the Escrow
Agent for all reasonable expenses, disbursements and advances incurred or
made by the Escrow Agent in performance of its duties hereunder (including
reasonable fees, expenses and disbursements of its counsel).
(m) All parties hereto irrevocably (i) submit to the
jurisdiction of any New York State or federal court sitting in
New York City in any action or proceeding arising out of or relating to
this Escrow Agreement, (ii) agree that all claims with respect to such action
or proceeding shall be heard and determined in such New York State or
federal court and (iii) waive, to the fullest extent possible, the defense of
an inconvenient forum. The other parties hereby consent to and grant any
such court jurisdiction over the persons of such parties and over the
subject matter of any such dispute and agree that delivery or mailing of
process or other papers in connection with any such action or proceeding in
the manner provided herein above, or in such other manner as may be permitted
by law, shall be valid and sufficient service thereof.
(n) No printed or other matter in any language
(including, without limitation, the Registration Statement, the Prospectus,
notices, reports and promotional material) which mentions the Escrow Agent's
name or the rights, powers, or duties of the Escrow Agent shall be issued by
the other parties hereto or on such parties' behalf unless the Escrow Agent
shall first have given its specific written consent thereto. The Escrow Agent
hereby consents to the use of its name and the reference to the escrow
arrangement in the Registration Statement and in the Prospectus.
8. MISCELLANEOUS.
(a) This Escrow Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their respective
successors and assigns, heirs, administrators and representatives, and the
subscribers of the Shares and shall not be enforceable by or inure to the
benefit of any other third party except as provided in paragraph (i) of
Section 7 with respect to the termination of, or resignation by, the Escrow
Agent. No party may assign any of its rights or obligations under this Escrow
Agreement without the written consent of the other parties.
8
(b) This Escrow Agreement shall be construed in
accordance with and governed by the internal law of the State of New York
(without reference to its rules as to conflicts of law).
(c) This Escrow Agreement may only be modified by a
writing signed by all of the parties hereto and consented to by the
subscribers of the Shares adversely affected by such modifications. No waiver
hereunder shall be effective unless in a writing signed by the party to be
charged.
(d) This Escrow Agreement shall terminate upon the
payment pursuant to Section 5 of all amounts held in the Escrow Account.
(e) The section headings herein are for convenience only
and shall not affect the construction thereof. Unless otherwise indicated,
references to Sections are to Sections contained herein.
(f) This Escrow Agreement may be executed in one or more
counterparts but all such separate counterparts shall constitute but one and
the same instrument; PROVIDED THAT, although executed in counterparts, the
executed signature pages of each such counterpart may be affixed to a single
copy of this Agreement which shall constitute an original.
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IN WITNESS WHEREOF, the parties hereto have caused this
Escrow Agreement to be executed as of the day and year first above written.
ROCHESTER MEDICAL CORPORATION
By:
----------------------------------------
Name:
Title:
VECTOR SECURITIES INTERNATIONAL, INC.
By:
----------------------------------------
Name:
Title:
CITIBANK, N.A.
By:
----------------------------------------
Name:
Title:
10
EXHIBIT A
CITIBANK INSURED MARKET DEPOSIT ACCOUNTS
Deposits/Withdrawals may be made to the Citibank Market
Deposit Account ("MDA") established under the Escrow Agreement to which this
Exhibit is attached only through the Escrow Account. All transaction and
balance reporting of the MDA will be included as part of the Escrow Account
Statement. Activity in the MDA will be reflected as the equivalent of dollars
on deposit in a Citibank Market Deposit Account. Deposits/Withdrawals to the
MDA will be made only as permitted by the Escrow Agreement to which this
Exhibit is attached. The MDA has certain regulatory restrictions as well as
some minimum requirements:
1. By regulation, Citibank, N.A. is required to reserve the right
to require seven days' prior notice of any withdrawals of funds from an
account; provided, however, that, if Citibank, N.A. elects to exercise its
right to require seven days' prior notice, it shall exercise such right as to
all such accounts established.
2. Rates will be determined by Citibank, N.A. and can be
determined by calling your custody account officer.
3. Balances up to $100,000 (total on deposit at Citibank, N.A.)
are FDIC-insured.
A-1
EXHIBIT B
SUMMARY OF CASH RECEIVED
NEW PARTICIPANT DEPOSIT
B-1
EXHIBIT C
[FORM OF OFFERING TERMINATION NOTICE]
November __, 1997
Citibank, N.A.
Private Banking
000 Xxxxxxxx, Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Xxxx X. Xxxxxx
Dear Xx. Xxxxxx:
Pursuant to Section 5(a) of the Escrow Agreement dated as
of November _____, 1997 (the "Escrow Agreement") among Rochester Medical
Corporation, (the "Company"), Vector Securities International, Inc. and you,
the Company hereby notifies you of the termination of the offering of the
Shares (as that term is defined in the Escrow Agreement) and directs you to
make payments to subscribers as provided for in Section 5(a) of the Escrow
Agreement.
Very truly yours,
ROCHESTER MEDICAL CORPORATION
By:
----------------------------
Name:
Title:
VECTOR SECURITIES INTERNATIONAL, INC.
By:
----------------------------
Name:
Title:
C-1
EXHIBIT D
FORM OF CLOSING NOTICE
November __, 1997
Citibank, N.A.
Private Banking
000 Xxxxxxxx, Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Ladies and Gentlemen:
Pursuant to Section 5(b) of the Escrow Agreement dated as
of November __, 1997 (the "Escrow Agreement"), among Rochester Medical
Corporation (the "Company"), Vector Securities International, Inc. and you,
the Company hereby certifies that it has received subscriptions for the
Shares (as that term is defined in the Escrow Agreement) and the Company will
sell and deliver Shares to the subscribers thereof at a closing to be held on
____________, 1997 (the "Closing Date"). The names of the subscribers
concerned, the number of Shares subscribed for by each of such subscribers
and the related subscription amounts are set forth on Schedule I annexed
hereto.
Please accept these instructions as standing instructions
for the closing to be held on the Closing Date. The parties hereto certify
that they do not wish to have a call back regarding these instructions. The
parties hereto further certify that their instructions may be transmitted to
you via facsimile.
We hereby request that the aggregate subscription amount
be paid to you, the Placement Agent and us as follows:
1. To the Company, $_________;
2. To Vector Securities International, Inc., $_________; and
3. To the Escrow Agent, $_________.
D-1
These instructions may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.
Very truly yours,
ROCHESTER MEDICAL CORPORATION
By:
-------------------------------------
Name:
Title:
VECTOR SECURITIES INTERNATIONAL, INC.
By:
-------------------------------------
Name:
Title:
D-2
SCHEDULE I
Name of Number of Subscription
Subscriber Shares Amount
------------ ----------- ---------------
D-3
EXHIBIT E
FORM OF SUBSCRIPTION TERMINATION NOTICE
Citibank, N.A.
Private Banking
000 Xxxxxxxx, Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Dear Xx. Xxxxxx:
Pursuant to Section 5(c) of the Escrow Agreement dated as
of November __, 1997 (the "Escrow Agreement") among Rochester Medical
Corporation (the "Company"), Vector Securities International, Inc. and you,
the Company hereby notifies you that the following subscription(s) have been
rejected:
Name of Amount of Subscribed Dollar Amount of
SUBSCRIBER SHARES REJECTED REJECTED SUBSCRIPTION
------------ ---------------------- -------------------------
Very truly yours,
ROCHESTER MEDICAL CORPORATION
By:
-----------------------------------
Name:
Title:
E-1
EXHIBIT F
Fee to Escrow Agent: $5000.00
F-1
