PURCHASE AGREEMENT
PURCHASE AGREEMENT
This PURCHASE AGREEMENT ("AGREEMENT") is made as of January __, 1996
between IMRE CORPORATION, a Delaware corporation with its principal place of
business at 000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the
"COMPANY"), and the purchaser whose name and address is set forth on the
signature page hereof (the "PURCHASER").
IN CONSIDERATION of the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Purchaser agree as follows:
1. AUTHORIZATION OF SALE OF THE SHARES. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale of up to nine
million five hundred thousand (9,500,000) shares of Common Stock of the Company
(the "Shares") at a price of $1.50 per Share.
2. AGREEMENT TO SELL AND PURCHASE THE SHARES. At the Closing (as defined
in Section 3), the Company will sell to the Purchaser, and the Purchaser will
buy from the Company, upon the terms and conditions hereinafter set forth, the
number of Shares (at the purchase price) shown below:
NUMBER TO BE PRICE PER SHARE AGGREGATE
PURCHASED IN DOLLARS PRICE
------------ --------------- ----------
The Company proposes to enter into this same form of purchase agreement
with certain other investors (the "Other Purchasers") and expects to complete
sales of Shares to them. The Purchaser and the Other Purchasers are hereinafter
sometimes collectively referred to as the "Purchasers," and this Agreement and
the agreements executed by the Other Purchasers are hereinafter sometimes
collectively referred to as the "Agreements."
3. DELIVERY OF THE SHARES AT THE CLOSING. The completion of the purchase
and sale of the Shares to be issued pursuant to this Agreement (the "CLOSING")
shall occur on January __, 1996 or on such other date as may be agreed to by the
Company and the Purchaser. At the Closing, the Company shall deliver to the
Purchaser one or more stock certificates registered in the name of the
Purchaser, or in such nominee name(s) as designated by the Purchaser,
representing the number of Shares set forth in Section 2 above. The name(s) in
which the stock certificates are to be issued are set forth in the Stock
Certificate and Funds Transfer Questionnaire attached hereto as part of
Appendix I. The Company's obligation to complete the purchase and sale of the
Shares and deliver such stock certificate(s) to the Purchaser at the Closing
shall be subject to the following conditions, any one or more of which may be
waived by the Company:
(a) receipt by the Company of immediately available funds, by check or wire
transfer, in the full amount of the purchase price for the Shares being
purchased hereunder; (b) receipt by the Company of a signed and dated Investor
Qualification Questionnaire attached as Appendix II hereto; (c) the accuracy of
the representations and warranties made by the Purchaser herein as of the
Closing; and (d) the fulfillment of those undertakings of the Purchaser to be
fulfilled prior to the Closing. The Purchaser's obligation to accept delivery
of such stock certificate(s) and to pay for the Shares evidenced thereby shall
be subject to the following conditions: (i) the accuracy of the representations
and warranties made by the Company herein as of the Closing; and (ii) the
fulfillment in all material respects of those undertakings of the Company to be
fulfilled prior to the Closing. The Purchaser's obligations hereunder are
expressly not conditioned on the purchase by any or all of the Other Purchasers
of the Shares that they have agreed to purchase from the Company.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Company hereby
represents and warrants to, and covenants with, the Purchaser as follows:
4.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to conduct its
business as currently conducted.
4.2 DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENTS. The
Company's execution, delivery and performance of the Agreements (a) have been
duly authorized under Delaware law by all requisite corporate action by the
Company, and (b) will not violate any law or the Certificate of Incorporation or
By-laws of the Company or any provision of any material indenture, mortgage,
agreement, contract or other material instrument to which the Company or any
subsidiary is a party or by which the Company or any subsidiary or any of their
respective properties or assets is bound as of the date hereof, or result in a
breach of or constitute (upon notice or lapse of time or both) a default under
any such indenture, mortgage, agreement, contract or other material instrument
or result in the creation or imposition of any lien, security interest,
mortgage, pledge, charge or other encumbrance, of any material nature
whatsoever, upon any properties or assets of the Company or any subsidiary.
Upon their execution and delivery, and assuming the valid execution thereof by
the respective Purchasers, the Agreements will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
the indemnification agreements of the Company in Section 7.3 hereof may be
legally unenforceable.
2.
4.3 ISSUANCE, SALE AND DELIVERY OF THE SHARES. When issued and paid for,
the Shares to be sold hereunder by the Company will be validly issued and
outstanding, fully paid and non-assessable.
4.4 ADDITIONAL INFORMATION. The Company represents and warrants that the
information contained in the following documents, which the Company has
furnished to the Purchaser, or will furnish if requested by the Purchaser prior
to the Closing, is or will be true and correct in all material respects as of
their respective final dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (without exhibits);
(b) the Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, June 30 and September 30, 1995;
(c) the Company's Current Report on Form 8-K dated as of March 28,
1995;
(d) the Company's Proxy Statement dated May 17, 1995 for the
Company's 1995 Annual Meeting of Stockholders;
(e) the Company's Information Statement dated November 17, 1995;
(f) the Company's Current Report on Form 8-K dated November 22, 1995;
and
(g) the Company's Private Placement Memorandum dated January 4, 1996
(the "Memorandum").
4.5 NO MATERIAL CHANGE. As of the date hereof, except as may be reflected
in the Memorandum, there has been no material adverse change in the financial
condition or results of operations of the Company since September 30, 1995.
3.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
(a) The Purchaser represents and warrants to, and covenants with, the
Company that: (i) the Purchaser, taking into account the personnel and
resources it can practically bring to bear on the purchase of the Shares
contemplated hereby, is knowledgeable, sophisticated and experienced in making,
and is qualified to make, decisions with respect to investments in shares
presenting an investment decision like that involved in the purchase of the
Shares, including investments in securities issued by the Company, and has
requested, received, reviewed and considered all information it deems relevant
in making an informed decision to purchase the Shares; (ii) the Purchaser is
acquiring the number of Shares set forth in Section 2 above in the ordinary
course of its business and for its own account for investment (as defined for
purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the
regulations thereunder) only and with no present intention of distributing any
of such Shares or any arrangement or understanding with any other persons
regarding the distribution of such Shares (this representation and warranty not
limiting the Purchaser's right to sell in the future); (iii) the Purchaser will
not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose
of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Shares except in compliance with the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and the rules and regulations promulgated
thereunder; (iv) the Purchaser has completed or caused to be completed the
Registration Statement Questionnaire and the Stock Certificate and Funds
Transfer Questionnaire, both attached hereto as Appendix I, for use in
preparation of the registration statement to be filed by the Company pursuant to
Section 7.1 (the "REGISTRATION STATEMENT") and the answers thereto are true and
correct to the best knowledge of the Purchaser as of the date hereof and will be
true and correct as of the effective date of the Registration Statement
(provided that the Purchaser shall be entitled to update such information by
providing notice thereof to the Company prior to the effective date of the
Registration Statement); (v) the Purchaser has, in connection with its decision
to purchase the number of Shares set forth in Section 2 above, relied solely
upon the information delivered to the Purchaser as described in Section 4.4
above and the representations and warranties of the Company contained herein;
and (vi) the Purchaser is an "accredited investor" within the meaning of Rule
501 of Regulation D promulgated under the Securities Act and has completed or
caused to be completed the Investor Qualification Questionnaire attached hereto
as Appendix II.
(b) The Purchaser hereby covenants with the Company as follows: (i)
prior to the effective date of the Registration Statement (the "EFFECTIVE
DATE"), the Purchaser shall not transfer any Shares except in compliance with
the Securities Act and the rules and regulations promulgated thereunder, and any
transferee of Shares prior to the Effective Date shall agree in advance in a
writing acceptable to the Company to be subject to all of the provision of this
Agreement with respect to the Shares; and (ii) commencing as of the Effective
Date, the Purchaser shall not make any sale of the Shares without effectively
causing the prospectus delivery requirement under the
4.
Securities Act to be satisfied, and the Purchaser acknowledges and agrees that
on and after the Effective Date, such Shares are not transferable on the books
of the Company unless the certificate submitted to the transfer agent evidencing
the Shares is accompanied by a separate purchaser's certificate: (i) in the
form of Appendix III hereto, (ii) executed by the Purchaser or by an officer of,
or other authorized person designated by, the Purchaser, and (iii) to the effect
that (A) the Shares have been sold in accordance with the Registration Statement
and (B) the requirement of delivering a current prospectus has been satisfied.
The Purchaser acknowledges that there may occasionally be times when the Company
must suspend the use of the prospectus forming a part of the Registration
Statement until such time as an amendment to the Registration Statement has been
filed by the Company and declared effective by the Securities and Exchange
Commission (the "COMMISSION"), or until such time as the Company has filed an
appropriate report with the Commission pursuant to the Securities Exchange Act
of 1934, as amended, which suspension shall endure for such period as deemed
necessary by the Company upon advice of counsel. The Purchaser hereby covenants
that it will not sell any Shares pursuant to said prospectus during the period
commencing at the time at which the Company gives the Purchaser notice of the
suspension of the use of said prospectus and ending at the time the Company
gives the Purchaser notice that the Purchaser may thereafter effect sales
pursuant to said prospectus. The Purchaser further covenants to notify the
Company promptly of the sale of all of its Shares.
(c) The Purchaser further represents and warrants to, and covenants
with, the Company that (i) the Purchaser has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) upon the
execution and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of the Purchaser enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
the indemnification agreements of the Purchaser in Section 7.3 hereof may be
legally unenforceable.
6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Purchaser herein and in the certificates for the Shares delivered pursuant
hereto shall survive the execution of this Agreement, the delivery to the
Purchaser of the Shares being purchased and the payment therefor.
5.
7. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.
7.1 REGISTRATION PROCEDURES AND EXPENSES. The Company shall:
(a) within 30 days following the Closing, prepare and file with the
Commission a Registration Statement in order to register with the Commission the
sale of Shares by the Purchaser from time to time through the automated
quotation system of the Nasdaq National Market or the facilities of any national
securities exchange on which the Company's common stock is then traded or in
privately negotiated transactions;
(b) use its best efforts, subject to the receipt of necessary
information from the Purchasers, to cause the Registration Statement to become
effective within 60 days after the Registration Statement is filed by the
Company;
(c) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective for a
period of three years following the Closing or, if earlier, until all of the
Shares have been sold pursuant thereto;
(d) furnish to the Purchaser with respect to the Shares registered
under the Registration Statement such number of copies of prospectuses and
preliminary prospectuses in conformity with the requirements of the Securities
Act, in order to facilitate the public sale or other disposition of all or any
of the Shares by the Purchaser; PROVIDED, HOWEVER, that the obligation of the
Company to deliver copies of prospectuses or preliminary prospectuses to the
Purchaser shall be subject to the receipt by the Company of reasonable
assurances from the Purchaser that the Purchaser will comply with the applicable
provisions of the Securities Act and of such other securities or blue sky laws
as may be applicable in connection with any use of such prospectuses or
preliminary prospectuses;
(e) file documents required of the Company for normal blue sky
clearance in states specified in writing by the Purchaser; PROVIDED, HOWEVER,
that the Company shall not be required to qualify to do business or consent to
service of process in any jurisdiction in which it is not now so qualified or
has not so consented; and
(f) bear all expenses in connection with the procedures in paragraphs
(a) through (e) of this Section 7.1 and the registration of the Shares pursuant
to the Registration Statement, other than fees and expenses, if any, of counsel
or other advisers to the Purchaser or the Other Purchasers.
7.2 TRANSFER OF SHARES AFTER REGISTRATION. The Purchaser agrees that it
will not effect any disposition of the Shares or its right to purchase the
Shares that
6.
would constitute a sale within the meaning of the Securities Act except as
contemplated in Section 7.1 and thereafter pursuant to Rule 144 (including Rule
144(k)) and that it will promptly notify the Company of any changes in the
information set forth in the Registration Statement regarding the Purchaser or
its Plan of Distribution.
7.3 INDEMNIFICATION.
(a) the term "SELLING SHAREHOLDER" shall mean the Purchaser;
(b) the term "REGISTRATION STATEMENT" shall include any final
prospectus, exhibit, supplement or amendment included in or relating to the
Registration Statement referred to in Section 7.1; and
(c) the term "UNTRUE STATEMENT" shall include any untrue statement or
alleged untrue statement, or any omission or alleged omission to state in the
Registration Statement a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
The Company agrees to indemnify and hold harmless each Selling Shareholder
from and against any losses, claims, damages or liabilities to which such
Selling Shareholder may become subject (under the Securities Act or otherwise)
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon, any untrue
statement of a material fact contained in the Registration Statement on the
effective date thereof, or arise out of any failure by the Company to fulfill
any undertaking included in the Registration Statement, and the Company will
reimburse such Selling Shareholder for any reasonable legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any such
action, proceeding or claim; PROVIDED, HOWEVER, that the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, an untrue statement made in such Registration
Statement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Selling Shareholder specifically for use
in preparation of the Registration Statement, or the failure of such Selling
Shareholder to comply with the covenants and agreements contained in Section
5(b) or 7.2 hereof respecting sale of the Shares or any statement or omission in
any prospectus that is corrected in any subsequent prospectus that was delivered
to the Purchaser prior to the pertinent sale or sales by the Purchaser.
The Purchaser agrees to indemnify and hold harmless the Company (and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, each officer of the Company who signs the Registration Statement
and each director of the Company) from and against any losses, claims, damages
or liabilities to which the Company (or any such officer, director or
controlling person) may become subject (under the Securities Act or otherwise),
insofar as such losses, claims, damages or
7.
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any failure to comply with the covenants and agreements contained in
Section 5(b) or 7.2 hereof respecting sale of the Shares, or any untrue
statement of a material fact contained in the Registration Statement on the
Effective Date if such untrue statement was made in reliance upon and in
conformity with written information furnished by or on behalf of the Purchaser
specifically for use in preparation of the Registration Statement, and the
Purchaser will reimburse the Company (or such officer, director or controlling
person), as the case may be, for any legal or other expenses reasonably incurred
in investigating, defending or preparing to defend any such action, proceeding
or claim. In no event shall the liability of the Purchaser hereunder be greater
in amount than the dollar amount of the proceeds received by the Purchaser upon
the sale of Shares giving rise to such indemnification obligation.
Promptly after receipt by any indemnified person of a notice of a claim or
the beginning of any action in respect of which indemnity is to be sought
against an indemnifying person pursuant to this Section 7.3, such indemnified
person shall notify the indemnifying person in writing of such claim or of the
commencement of such action, and, subject to the provisions hereinafter stated,
in case any such action shall be brought against an indemnified person and such
indemnifying person shall have been notified thereof, such indemnifying person
shall be entitled to participate therein, and, to the extent it shall wish, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified person. After notice from the indemnifying person to such
indemnified person of its election to assume the defense thereof, such
indemnifying person shall not be liable to such indemnified person for any legal
expenses subsequently incurred by such indemnified person in connection with the
defense thereof; PROVIDED, HOWEVER, that if there exists or shall exist a
conflict of interest that would make it inappropriate, in the opinion of counsel
to the indemnified person, for the same counsel to represent both the
indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at
the expense of such indemnifying person; PROVIDED, HOWEVER, that no indemnifying
person shall be responsible for the fees and expenses of more than one separate
counsel for all indemnified parties.
7.4 TERMINATION OF CONDITIONS AND OBLIGATIONS. Notwithstanding anything
stated herein to the contrary, the conditions precedent imposed by Section 5 or
this Section 7 upon the transferability of the Shares shall cease and terminate
as to any particular number of the Shares when such Shares shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement covering such Shares or at such time as an opinion of
counsel satisfactory to the Company shall have been rendered to the effect that
such conditions are not necessary in order to comply with the Securities Act.
8.
7.5 INFORMATION AVAILABLE. So long as the Registration Statement is
effective covering the resale of Shares owned by the Purchaser, the Company will
furnish to the Purchaser:
(a) as soon as practicable after available (but, in the case of the
Company's Annual Report to Stockholders, within 120 days after the end of each
fiscal year of the Company), one copy of (i) its Annual Report to Stockholders
(which Annual Report shall contain financial statements audited in accordance
with generally accepted accounting principles by a national firm of certified
public accountants), (ii) its Annual Report on Form 10-K, (iii) its quarterly
reports on Form 10-Q, and (iv) a full copy of the particular Registration
Statement covering the Shares (the foregoing, in each case, excluding exhibits);
(b) upon the reasonable request of the Purchaser, all exhibits
excluded by the parenthetical to paragraph (a) of this Section 7.5; and
(c) upon the reasonable request of the Purchaser, an adequate number
of copies of the prospectuses to supply to any other party requiring such
prospectuses.
8. BROKER'S FEE.
(a) Each of the parties hereto hereby represents that, except as
provided in Section 8(b), on the basis of any actions and agreements by it,
there are no brokers or finders entitled to compensation in connection with the
sale of Shares to the Purchaser; and
(b) The Company shall pay to Xxxxx and Company Incorporated, Xxxxxxx
Xxxxx & Co., Inc., Paramount Capital Incorporated, Xxxxx Xxxxxx, Xxxxxx
Securities Inc., and Xxxxxx Xxxxxxxx and Company (each a "Broker") a fee in an
amount equal to six percent (6%) of the total sales price of any Shares sold by
such Broker.
9. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be sent by facsimile or mailed by first
class registered or certified airmail, or nationally recognized overnight
express courier postage prepaid, and shall be deemed given when so sent by
facsimile or mailed and shall be delivered as follows:
9.
(a) if to the Company, to:
IMRE Corporation
000 Xxxxx Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
with a copy so mailed to:
Xxxxxx Godward Xxxxxx Xxxxxxxxx & Xxxxx
Executive Drive, Suite 1200
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxx, Esq.
or to such other person at such other place as the Company shall
designate to the Purchaser in writing; and
(b) if to the Purchaser, at its address as set forth at the end of
this Agreement, or at such other address or addresses as may have been furnished
to the Company in writing.
10. CHANGES. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Purchaser.
11. HEADINGS. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.
12. SEVERABILITY. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware as applied to contracts
entered into and performed entirely in Delaware by Delaware residents.
14. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
10.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
IMRE CORPORATION PURCHASER
Print or Type Name of Purchaser
(Individual or Institution):
By
----------------------------
Title
------------------------ -----------------------------------------
Name and Title of Individual representing
Purchaser (if an Institution):
-----------------------------------------
-----------------------------------------
Signature by:
Individual Purchaser or Individual
representing Purchaser:
----------------------------------------
Address:
--------------------------------
--------------------------------
--------------------------------
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Telephone:
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Telecopier:
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11.
SUMMARY INSTRUCTION SHEET FOR PURCHASER
(TO BE READ IN CONJUNCTION WITH THE ENTIRE
PURCHASE AGREEMENT WHICH FOLLOWS)
A. Complete the following items on the Purchase Agreement:
1. Page 10 - Signature:
i. Name of Purchaser (Individual or Institution)
ii. Name of Individual representing Purchaser (if an Institution)
iii. Title of Individual representing Purchaser (if an Institution)
iv. Signature of Individual Purchaser or Individual representing
Purchaser
2. Appendix I - Stock Certificate and Funds Transfer Questionnaire and
the Registration Statement Questionnaire:
Provide the information requested by the Stock Certificate and
Funds Transfer Questionnaire and the Registration Statement
Questionnaire.
3. Appendix II - Investor Qualification Questionnaire:
Provide the information requested by the Investor Qualification
Questionnaire.
4. Return the properly completed and signed Purchase Agreement including
properly completed Appendix I and Appendix II to:
IMRE Corporation
000 Xxxxx Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx X. Xxxxxxxx
T: (000) 000-0000
F: (000) 000-0000
PLEASE RETURN THE COMPLETED AND SIGNED AGREEMENT BY FACSIMILE WITH THE
ORIGINAL FOLLOWING BY OVERNIGHT COURIER.
B. Upon the resale of the Shares by the Purchasers after the Registration
Statement covering the Shares is effective, as described in the
Purchase Agreement, the Purchaser:
i. must deliver a current prospectus, and annual and quarterly
reports of the Company (Forms 10-K and 10-Q) to the buyer
(prospectuses and annual and quarterly reports must be
obtained from the Company at the Purchaser's request); and
ii. must send a letter in the form of Appendix III to the
Company so that the Shares may be properly transferred.
APPENDIX I
IMRE CORPORATION
STOCK CERTIFICATE AND FUNDS TRANSFER QUESTIONNAIRE
Pursuant to Section 3 of the Agreement, please provide us with the
following information:
1. The exact name that your Shares are to be __________________
registered in (this is the name that will appear on
your stock certificate(s)). You may use a nominee
name if appropriate:
2. The relationship between the Purchaser of the __________________
Shares and the Registered Holder listed in response
to item 1 above:
3. The mailing address of the Registered Holder __________________
listed in response to item 1 above:
4. The Social Security Number or Tax __________________
Identification Number of the Registered Holder
listed in the response to item 1 above:
5. Whether you will be making payment for the Check / /
Shares with a check or wire transfer (check Wire Transfer/ /
appropriate box). If you will be sending a wire Name of your bank___
transfer, please provide the name of your bank and ____________________
the proposed initiation date of the wire: ____________________
Date of initiation___
____________________
APPENDIX I
IMRE CORPORATION
REGISTRATION STATEMENT QUESTIONNAIRE
In connection with the preparation of the Registration Statement, please
provide us with the following information:
1. Please state your or your organization's name exactly as it should
appear in the Registration Statement:__________________________________________.
2. Please provide the following information, as of ______________, 1995:
(1) (2)
Number of Shares,
if any, which will
Number of Shares be owned after
which are being completion of sale
included in the of Shares included
Registration in the Registration
Statement Statement
---------------- -------------------
3. Have you or your organization had any position, office or other
material relationship within the past three years with the Company or its
affiliates other than as disclosed in the Proxy Statement prepared in
connection with the Company's 1995 Annual Meeting of Stockholders?
Yes No
---- ----
If yes, please indicate the nature of any such relationships below:
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APPENDIX II
IMRE CORPORATION
INVESTOR QUALIFICATION QUESTIONNAIRE
[INDIVIDUALS]
In connection with a proposed offer to the undersigned of securities of
IMRE Corporation, a Delaware corporation (the "Company"), the undersigned makes
the following representations on which the Company shall be entitled to rely:
1. The undersigned makes on the following representations regarding his or
her net worth and/or income, AND HAS CHECKED THE APPLICABLE REPRESENTATION:
( ) a. The undersigned has a net worth, either individually or upon a
joint basis with the undersigned's spouse, of at least
$1,000,000.
( ) b. The undersigned has had an individual income in excess of
$200,000 for each of the two most recent years, or joint income
with the undersigned's spouse in excess of $300,000 in each of
those years, and has a reasonable expectation of reaching the
same income level in the current year.
( ) c. The undersigned is a director or executive officer of the
Company.
( ) d. The undersigned cannot make any of the representations set
forth above.
In addition, the undersigned represents as follows:
2. My full name and primary business address and phone number are
--------------------------------------------------------------------------------
3. I am a resident of the state of .
--------------------------------
4. I am acquiring the securities solely for my own account and not
directly or indirectly for the account of any other person whatsoever, for
investment and not with a view to, or for sale in connection with, any
distribution of the securities. I do not have any contract, undertaking or
arrangement with any person to sell, transfer or grant a participation to any
person with respect to the securities.
-------------------------------
(Signature)
-------------------------------
(Date)
APPENDIX II
IMRE CORPORATION
INVESTOR QUALIFICATION QUESTIONNAIRE
[PARTNERSHIP, TRUST OR OTHER ENTITY]
In connection with a proposed offer to the undersigned of securities of
IMRE Corporation, a Delaware corporation (the "Company"), the undersigned makes
the following representations on which the Company shall be entitled to rely:
1. The undersigned makes one of the following representations
regarding its net worth and certain related matters, AND HAS CHECKED THE
APPLICABLE REPRESENTATION:
( ) a. The undersigned is a trust with total assets in excess of
$5,000,000, whose purchase is directed by a person with such
knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risks of the
prospective investment.
( ) b. The undersigned represents that it is a bank, insurance
company, investment company registered under the Investment
Company Act of 1940, a business development company, Small
Business Investment Company licensed by the U.S. Small Business
Administration, or a private business development company.
( ) c. If the undersigned is an employee benefit plan, the undersigned
represents EITHER that all investment decisions are made by a
bank, insurance company, or registered investment advisor, OR
that the undersigned has total assets in excess of $5,000,000.
( ) d. If the undersigned is a corporation, partnership or business
trust, the undersigned represents that it has total assets in
excess of $5,000,000.
( ) e. If the undersigned is not an entity described in paragraphs "a"
through "d", the undersigned represents that each of its equity
owners is either (i) an entity described in paragraphs "b"
through "d"; or (ii) an individual who (A) has an individual
net worth, or a joint net worth with such individual's spouse,
in excess of $1,000,000, or (B) has had an individual income in
excess of $200,000 in each of the two most recent years and
reasonably expects an income in excess of $200,000 in the
current year, or (C) is a director or executive officer of the
Company.
( ) f. The undersigned cannot make any of the representations set
forth in paragraphs "a" through "e" above.
In addition, the undersigned represents as follows:
2. Its full name and primary business address and phone number
are:
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3. Its form, state and date of organization are (i.e., partnership,
corporation or trust, state where organized, date of organization):
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4. The entity has sufficient profits and net assets that it does not
contemplate disposing of any investment in the Company to satisfy other
undertakings or indebtedness. It has made other investments in early stage
privately-held companies and the person(s) making the investment decision on its
behalf understand the risks attendant with such investments. The knowledge and
experience in financial and business matters of the person(s) making the
investment decision on its behalf are such that he/she/they are capable of
evaluating the merits and risks of an investment in the Company. It is able to
bear the economic risk of an investment in the Company as well as the
restriction on its ability to sell or transfer the investment for an indefinite
period of time. It has had access to such information concerning the Company
and the securities as it considered necessary to make an informed decision
concerning the proposed investment.
5. It was not formed for the specific purpose of making an investment
in the Company.
6. It is acquiring the securities solely for its own account and not
directly or indirectly for the account of any other person whatsoever, for
investment and not with a view to, or for sale in connection with, any
distribution of the securities. It does not have any contract, undertaking or
arrangement with any person to sell, transfer or grant a participation to any
person with respect to the securities.
Name of Entity:
By:
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(Signature)
---------------------------
(Name)
---------------------------
(Title)
---------------------------
(Date)
APPENDIX III
Attention:
PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE
The undersigned, an officer of, or other person duly authorized by ________
[fill in
____________________________________________ hereby certifies that he/she [said
official name of individual or institution]
is the Purchaser of the shares evidenced by the attached certificate, and as
such, sold such shares on [date] in accordance with registration statement
number__________________________________________________________________________
[fill in the number of or otherwise identify registration statement]
and the requirement of delivering a current prospectus and current annual and
quarterly reports (Forms 10-K and 10-Q) by the Company has been complied with in
connection with such sale.
PRINT OR TYPE:
Name of Purchaser (Individual or Institution):
---------------------------------
Name of Individual representing Purchaser
(if an Institution)
---------------------------------
Title of Individual representing Purchaser
(if an Institution):
---------------------------------
SIGNATURE BY:
Individual Purchaser or Individual
representing Purchaser:
---------------------------------
