UNIT PURCHASE AGREEMENT
THIS UNIT PURCHASE AGREEMENT (this "Agreement") is made by and between
TELENETICS CORPORATION, a California corporation, with its principal offices at
25111 Arctic Ocean, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Company") and the
undersigned (the "Subscriber") effective as of the date this Agreement is
accepted by the Company.
R E C I T A L S:
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A. The Company is offering (the "Offering") units (the "Units"),
consisting of shares of common stock, no par value per share (the "Common
Stock") and warrants (the "Warrants") to purchase shares of Common Stock,
pursuant to the Company's Confidential Private Placement Memorandum dated
September 15, 2000 (the "Memorandum").
B. Subscriber desires to acquire the Units in the amount set forth on
the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. SUBSCRIPTIONS FOR SECURITIES AND REPRESENTATIONS BY SUBSCRIBER.
1.1 Subject to the terms and conditions of this Agreement, the
Subscriber hereby subscribes for and agrees to purchase from the Company for
$21,000 per Unit, the Company's Common Stock and Warrants in an amount
aggregating the Purchase Price (as set forth on page 20 hereof) and the Company
agrees to sell such shares of Common Stock and Warrants to the Subscriber for
the Purchase Price, subject to the Company's right to sell to the Subscriber
such lesser amount of shares of Common Stock and Warrants as it may, in its sole
discretion, deem necessary or desirable. The Purchase Price is payable by wire
transfer or by check, subject to collection, as set forth in the Subscription
Documents Booklet of which this Agreement is a part. The price per Unit is
$21,000.
1.2 The Subscriber recognizes that the purchase of the Units involves a
high degree of risk in that (i) no public market exists for the Units or
Warrants; (ii) a limited public market exists for the shares of Common Stock;
(iii) the shares of Common Stock issuable hereunder, including the shares of
Common Stock underlying the Warrants, have not been registered under the
Securities Act of 1933, as amended ("1933 Act"), and the Company has no
obligation to register the shares of Common Stock, except as set forth in
Section 3 below; (iv) an investment in the Units is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Units; (v) the Subscriber may not be able to
liquidate the Subscriber's investment; and (vi) the Subscriber could sustain the
loss of Subscriber's entire investment. Such risks are more fully set forth in
the Memorandum and the attachments thereto.
1.3 The Offering shall continue for a period commencing on the date of
the Memorandum and ending on the date set forth in the Memorandum.
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1.4 The Subscriber represents as follows:
(a) The Subscriber represents that the Subscriber is an
Accredited Investor (as defined in Rule 501 of Regulation D promulgated
under the 0000 Xxx) as indicated by the Subscriber's responses to the
Purchaser Questionnaire, a copy of which is included in the
Subscription Documents Booklet, and that the Subscriber is able to bear
the economic risk of an investment in the Units.
(b) The Subscriber acknowledges that the Subscriber has
significant prior investment experience, including investment in
non-registered securities. The Subscriber recognizes the highly
speculative nature of this investment. The Subscriber acknowledges that
the Subscriber has carefully read the Memorandum, including but not
limited to, the Exhibits to the Memorandum, and fully understands the
contents thereof.
(c) The Subscriber hereby acknowledges that this Offering and
the Memorandum have not been reviewed by the United States Securities
and Exchange Commission ("SEC") or by any state securities regulator
because it is intended to be a nonpublic offering pursuant to Sections
3(a), 4(2) and 4(6) of the 1933 Act and Rule 506 of Regulation D
promulgated thereunder. The Subscriber represents that the Units are
being purchased for the Subscriber's own account, for investment
purposes only and not for distribution or resale to others. The
Subscriber agrees that the Subscriber will not sell or otherwise
transfer the Units (including the shares of Common Stock, Warrants and
shares of Common Stock underlying the Warrants) unless they are
registered under the 1933 Act or unless an exemption from such
registration is available.
(d) The Subscriber understands that the Units (including the
shares of Common Stock, Warrants and shares of Common Stock underlying
the Warrants) have not been registered under the 1933 Act by reason of
a claimed exemption under the provisions of the 1933 Act which depends,
in part, upon the Subscriber's investment intention. In this
connection, the Subscriber understands that it is the position of the
SEC that the statutory basis for such exemption would not be present if
the Subscriber's representation merely meant that the Subscriber's
present intention was to hold the Units (including the shares of Common
Stock, Warrants and shares of Common Stock underlying the Warrants) for
a short period, such as the capital gains period of tax statutes, for a
deferred sale, for a market rise, assuming that a market develops, or
for any other fixed period. The Subscriber realizes that, in the view
of the SEC, a purchase now with an intent to resell after a
pre-determined amount of time would represent a purchase with an intent
inconsistent with the Subscriber's representation to the Company, and
the SEC might regard such a sale or disposition as a deferred sale to
which such exemptions are not available.
(e) The Subscriber understands that Rule 144 (the "Rule")
promulgated by the SEC under the 1933 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 1933 Act. The
Subscriber understands and hereby acknowledges that the Company is the
only entity that can register the shares of Common Stock (including the
shares of Common Stock underlying the Warrants) under the 1933 Act and
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that the Company is under no obligation to register the shares of
Common Stock (including the shares of Common Stock underlying the
Warrants) under the 1933 Act, with the exception of certain
registration rights set forth in Section 3 below. The Subscriber
acknowledges that the Company may, if it desires, permit the transfer
of the shares of Common Stock (including the shares of Common Stock
underlying the Warrants) out of the Subscriber's name only when the
Subscriber's request for transfer is accompanied by an opinion of
counsel reasonably satisfactory to the Company that neither the sale
nor the proposed transfer results in a violation of the 1933 Act or any
applicable state "blue sky" laws and subject to the provisions of
Section 1.4(f) hereof.
(f) The Subscriber consents to the placement of a legend on
any certificate or other document evidencing the shares of Common Stock
(including the shares of Common Stock underlying the Warrants) stating
that they have not been registered under the 1933 Act and under
applicable state securities laws and setting forth or referring to the
restrictions on transferability and sale thereof.
(g) The Subscriber understands that the Company will review
this Agreement; and it is further agreed that the Company reserves the
unrestricted right to reject or limit any subscription and to close the
Offering at any time.
(h) The Subscriber hereby represents that the address of
Subscriber furnished by the Subscriber at the end of this Agreement is
the Subscriber's principal residence, if the Subscriber is an
individual, or its principal business address, if the Subscriber is a
corporation or other entity.
(i) The Subscriber has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the
Company and the Offering, and all such questions, if any, have been
answered to the full satisfaction of the Subscriber; and the Company
shall provide Subscriber with the opportunity to ask additional
questions of and receive answers (all of which information shall be
limited to information in the public realm) from the Company concerning
the Company during the period which the Subscriber owns the Units.
(j) The Subscriber has such knowledge and expertise in
financial and business matters that the Subscriber is capable of
evaluating the merits and risks involved in an investment in the Units.
(k) The Subscriber has full power and authority to execute and
deliver this Agreement and to perform the obligations of the
undersigned hereunder; and this Agreement is a legally binding
obligation of the Subscriber enforceable in accordance with its terms.
(l) Except as set forth in this Agreement and the Memorandum,
no representations or warranties have been made to the Subscriber by
the Company, or any of its agents, employees or affiliates, and in
entering into this transaction, the Subscriber is not relying on any
information, other than that contained in the Memorandum, the public
documents of the Company and the results of an independent
investigation by the Subscriber.
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(m) The Subscriber agrees that the Subscriber will not sell or
otherwise transfer the Warrants or the shares of Common Stock
(including the shares of Common Stock underlying the Warrants) unless
they are registered under the 1933 Act and applicable state "blue sky"
laws or unless an exemption from such registration is available. The
Subscriber represents that (i) the Subscriber has adequate means of
providing for the Subscriber's current needs and possible personal
contingencies, (ii) the Subscriber has no need for liquidity in this
investment, (iii) the Subscriber is able to bear the substantial
economic risk of an investment in the Units for an indefinite period,
and (iv) at the present time the Subscriber could afford a complete
loss of such investment.
(n) It is understood that all documents, records and books
pertaining to this investment have been made available for the
inspection by the Subscriber's attorney and/or accountant and the
Subscriber.
2. TERMS OF SUBSCRIPTION.
The Offering of Shares is being made on a "best efforts" basis as in
the manner more particularly set forth in the Memorandum.
3. REGISTRATION RIGHTS.
(a) On or before March 15, 2001, the Company shall, at its
sole cost and expense, file a registration statement on the appropriate
form under the 1933 Act with the SEC covering all of the shares of
Common Stock (including the shares of Common Stock underlying the
Warrants) (the "Registrable Securities") for all holders of Units
(collectively, the "Registered Holders"). The Company will use its best
efforts to have such registration statement declared effective as soon
as possible after filing, and to keep such registration statement
current and effective until September 15, 2001 or until such earlier
date as all of the Registrable Securities registered pursuant to such
registration statement shall have been sold.
(b) If the Company effects any registration under the 1933 Act
of any Registrable Securities pursuant to Section 3(a), the Company
shall indemnify, to the extent permitted by law, and hold harmless any
person or entity whose Registrable Securities are included in such
registration statement (each, a "Seller"), any underwriter, any
officer, director, affiliate, shareholder, employee or agent of any
Seller or underwriter, and each other person, if any, who controls any
Seller or underwriter within the meaning of Section 15 of the 1933 Act,
against any losses, claims, damages, liabilities, judgment, fines,
penalties, costs and expenses, joint or several, or actions in respect
thereof (collectively, the "Claims"), to which each such indemnified
party becomes subject, under the 1933 Act or otherwise, insofar as such
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Claims arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement or prospectus or any amendment or supplement thereto or any
document filed under a state securities or blue sky law (collectively,
the "Registration Documents") or insofar as such Claims arise out of or
are based upon the omission or alleged omission to state in any
Registration Document a material fact required to be stated therein or
necessary to make the statements made therein not misleading, and will
reimburse any such indemnified party for any legal or other expenses
reasonably incurred by such indemnified party in investigating or
defending any such Claim; provided that the Company shall not be liable
in any such case to a particular indemnified party to the extent such
Claim is based upon an untrue statement or alleged untrue statement of
a material fact or omission or alleged omission of a material fact made
in any Registration Document in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such
indemnified party specifically for use in the preparation of such
Registration Document.
(c) In connection with any registration statement in which any
Seller is participating, each Seller, severally and not jointly, shall
indemnify, to the extent permitted by law, and hold harmless the
Company, each of its directors, each of its officers who have signed
the registration statement, each other person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act, each other
Seller and each underwriter, any officer, director, affiliate,
shareholder, employee or agent of any such other Seller or underwriter
and each other person, if any, who controls such other Seller or
underwriter within the meaning of Section 15 of the 1933 Act against
any Claims to which each such indemnified party may become subject
under the 1933 Act or otherwise, insofar as such Claims (or actions in
respect thereof) are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Document,
or insofar as any Claims are based upon the omission or alleged
omission to state in any Registration Document a material fact required
to be stated therein or necessary to make the statements made therein
not misleading, and will reimburse any such indemnified party for any
legal or other expenses reasonably incurred by such indemnified party
in investigating or defending any such Claim; provided, however, that
such indemnification or reimbursement shall be payable only if, and to
the extent that, any such Claim arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in any Registration Document in reliance upon and in
conformity with written information furnished to the Company by the
Seller specifically for use in the preparation thereof.
(d) Any person entitled to indemnification under Section 3(b)
or 3(c) above shall notify promptly the indemnifying party in writing
of the commencement of any Claim if a claim for indemnification in
respect thereof is to be made against an indemnifying party under this
Section 3(d), but the omission of such notice shall not relieve the
indemnifying party from any liability which it may have to any
indemnified party otherwise than under Section 3(b) or 3(c) above,
except to the extent that such failure shall materially adversely
affect any indemnifying party or its rights hereunder. In case any
action is brought against the indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate in, and, to the extent that it
chooses, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party; and, after notice from the
indemnifying party to the indemnified party that it so chooses, the
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indemnifying party shall not be liable for any legal or other expenses
subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that (i) if the indemnifying party
fails to take reasonable steps necessary to defend diligently the Claim
within twenty (20) days after receiving notice from the indemnified
party that the indemnified party believes it has failed to do so; (ii)
if the indemnified party who is a defendant in any action or proceeding
which is also brought against the indemnifying party reasonably shall
have concluded that there are legal defenses available to the
indemnified party which are not available to the indemnifying party; or
(iii) if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional
conduct, the indemnified party shall have the right to assume or
continue its own defense as set forth above (but with no more than one
firm of counsel for all indemnified parties, except to the extent any
indemnified party or parties reasonably shall have concluded that there
are legal defenses available to such party or parties which are not
available to the other indemnified parties or to the extent
representation of all indemnified parties by the same counsel is
otherwise inappropriate under applicable standards of professional
conduct) and the indemnifying party shall be liable for any reasonable
expenses therefor; provided, that no indemnifying party shall be
subject to any liability for any settlement of a Claim made without its
consent (which may not be unreasonably withheld, delayed or
conditioned). If the indemnifying party assumes the defense of any
Claim hereunder, such indemnifying party shall not enter into any
settlement without the consent of the indemnified party if such
settlement attributes liability to the indemnified party.
(e) If for any reason the indemnity provided in Section 3(b)
or 3(c) above is unavailable, or is insufficient to hold harmless, an
indemnified party, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of any
Claim in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party on the one hand and the
indemnified party on the other from the transactions contemplated by
this Agreement. If, however, the allocation provided in the immediately
preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the
indemnifying party and the indemnified party as well as any other
relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or
payable in respect of any Claim shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such Claim.
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Notwithstanding the foregoing, no underwriter or controlling person
thereof, if any, shall be required to contribute, in respect of such
underwriter's participation as an underwriter in the offering, any
amount in excess of the amount by which the total price at which the
Registrable Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
obligation of any underwriters to contribute pursuant to this paragraph
(e) shall be several in proportion to their respective underwriting
commitments and not joint.
(f) The provisions of Section 3(b) through 3(e) of this
Agreement shall be in addition to any other rights to indemnification
or contribution which any indemnified party may have pursuant to law or
contract and shall remain operative and in full force and effect
regardless of any investigation made or omitted by or on behalf of any
indemnified party and shall survive the transfer of the Registrable
Securities by any such party.
(g) If and whenever the Company is required by the provisions
of this Section 3 to use its best efforts to register any Registrable
Securities under the 1933 Act, the Company shall, as expeditiously as
possible under the circumstances and subject to the terms of this
Section 3:
A. Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use
its best efforts to cause such registration statement to
become effective as soon as possible after filing and remain
effective.
B. Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement current and effective and to comply
with the provisions of the 1933 Act, and any regulations
promulgated thereunder, with respect to the sale or
disposition of all Registrable Securities covered by the
registration statement required to effect the distribution of
the securities, but in no event shall the Company be required
to do so after September 15, 2001.
C. Furnish to the Sellers participating in the
offering, copies (in reasonable quantities) of summary,
preliminary, final, amended or supplemented prospectuses, in
conformity with the requirements of the 1933 Act and any
regulations promulgated thereunder, and other documents as
reasonably may be required in order to facilitate the
disposition of the securities, but only while the Company is
required under the provisions hereof to keep the registration
statement current.
D. Use its best efforts to register or qualify the
Registrable Securities covered by such registration statement
under such other securities or blue sky laws of such
jurisdictions of the United States as the Sellers
participating in the offering shall reasonably request, and do
any and all other acts and things which may be reasonably
necessary to enable each participating Seller to consummate
the disposition of the Registrable Securities in such
jurisdictions.
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E. Notify each Seller selling Registrable Securities,
at any time when a prospectus relating to any such Registrable
Securities covered by such registration statement is required
to be delivered under the 1933 Act, of the Company's becoming
aware that the prospectus included in such registration
statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, and promptly prepare and furnish to each such Seller
selling Registrable Securities a reasonable number of copies
of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
F. As soon as practicable after the effective date of
the registration statement, and in any event within eighteen
(18) months thereafter, make generally available to Sellers
participating in the offering an earnings statement (which
need not be audited) covering a period of at least twelve (12)
consecutive months beginning after the effective date of the
registration statement which earnings statement shall satisfy
the provisions of Section 11(a) of the 1933 Act, including, at
the Company's option, Rule 158 thereunder. To the extent that
the Company files such information with the SEC in
satisfaction of the foregoing, the Company need not deliver
the above referenced earnings statement to Seller.
G. Upon request, deliver promptly to counsel of each
Seller participating in the offering copies of all
correspondence between the SEC and the Company, its counsel or
auditors and all memoranda relating to discussions with the
SEC or its staff with respect to the registration statement
and permit each such Seller to do such investigation at such
Seller's sole cost and expense, upon reasonable advance
notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably
necessary. Each Seller agrees that it will use its best
efforts not to interfere unreasonably with the Company's
business when conducting any such investigation and each
Seller shall keep any such information received pursuant to
this Section confidential.
H. Provide a transfer agent located in the United
States for all such Registrable Securities covered by such
registration statement not later than the effective date of
such registration statement.
I. List the Registrable Securities covered by such
registration statement on such exchanges and/or on Nasdaq or
the NASD's OTC Bulletin Board as the Common Stock is then
currently listed upon.
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J. Pay all Registration Expenses incurred in
connection with a registration of Registrable Securities,
whether or not such registration statement shall become
effective; provided that each Seller shall pay all
underwriting discounts, commissions and transfer taxes, and
their own counsel fees, if any, relating to the sale or
disposition of such Seller's Registrable Securities pursuant
to a registration statement. As used herein, "Registration
Expenses" means any and all reasonable and customary expenses
incident to performance of or compliance with the registration
rights set forth herein, including, without limitation, (i)
all SEC and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii)
all fees and expenses of complying with state securities or
blue sky laws (including reasonable fees and disbursements of
counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities but no other
expenses of the underwriters or their counsel), (iii) all
printing, messenger and delivery expenses, and (iv) the
reasonable fees and disbursements of counsel for the Company
and the Company's independent public accountants.
(h) The Company acknowledges that there is no adequate remedy
at law for failure by it to comply with the provisions of this Section
3 and that such failure would not be adequately compensable in damages,
and therefore agrees that its agreements contained in this Section 3
may be specifically enforced. In the event that the Company shall fail
to keep any registration statement effective as provided in this
Section 3 or otherwise fails to comply with its obligations and
agreements in this Section 3, then, in addition to any other rights or
remedies the Registered Holders may have at law or in equity, including
without limitation, the right of rescission, the Issuer shall indemnify
and hold harmless the Registered Holders from and against any and all
manner or loss which they may incur as a result of such failure. In
addition, the Issuer shall also reimburse the Registered Holders for
any and all reasonable legal fees and expenses incurred by them in
successfully enforcing their rights pursuant to this Section 3,
regardless of whether any litigation was commenced.
4. MISCELLANEOUS.
4.1 The Company agrees to use its best efforts to file timely all
reports required to be filed by it pursuant to Sections 13 or 15 of the
Securities Exchange Act of 1934, as amended, and to provide such information as
will permit the Holder to sell the Warrants or any shares of Common Stock
acquired upon the exercise of the Warrants or in accordance with Rule 144 under
the 0000 Xxx.
4.2 All notices, consents and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given (a) when
delivered by hand, (b) one business day after the business day of transmission
if sent by telecopier (with receipt confirmed), provided that a copy is mailed
by certified mail, return receipt requested, or (c) one business day after the
business day of deposit with the carrier, if sent for next business day delivery
by Express Mail, Federal Express or other recognized express delivery service
(receipt requested), in each case addressed to the Company at the address
indicated on the first page of this Agreement marked "Attention: Xxxxx Xxxxx,
Chief Financial Officer", and to the Subscriber at the Subscriber's address
indicated on the last page of this Agreement (or to such other addresses and
telecopier numbers as a party may designate as to itself by notice to the other
parties).
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4.3 This Agreement shall not be changed, modified or amended except by
a writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.
4.4 This 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 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.
4.5 Notwithstanding the place where this 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 California. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in California and they hereby submit to the
exclusive jurisdiction of the courts of the State of California and of the
federal courts in California 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 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 case of the address set forth below or such other
address as the undersigned shall furnish in writing to the other.
4.6 This Agreement may be executed in counterparts. Upon the execution
and delivery of this Agreement by the Subscriber, this Agreement shall become a
binding obligation of the Subscriber with respect to the purchase of the 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.
4.7 The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.
4.8 It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any subsequent breach by that same party.
4.9 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
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date indicated below as the date the subscription is accepted by the
Company.
TO BE COMPLETED BY SUBSCRIBER
1. Print Name of Subscriber:
------------------------------------
2. Signature of Individual Subscriber:
--------------------------
- OR -
Signature of Subscriber Other than an Individual:
__________________________________________
Signature
__________________________________________
Print Name
__________________________________________
Title
3. Address of Subscriber:
__________________________________________
Street Address
__________________________________________
City, State and Zip Code
4. Social Security or Taxpayer Identification Number:
__________________________________________
5. Number of Units Subscribed
------------------
Aggregate Purchase Price $
-------------------
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TO BE COMPLETED BY THE COMPANY
The foregoing subscription is accepted by the Company effective as of
_________, 2000.
TELENETICS CORPORATION,
a California corporation
By:
---------------------------------------
Xxxxx Xxxxxx, President
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