SUBSCRIPTION AGREEMENT
NAME
OF SUBSCRIBER:_______________________ SUBSCRIPTION
AMOUNT: $________________
|
To:
|
Derycz
Scientific, Inc.
|
|
00000
Xxxxxxxx Xxxx., Xxxxx 0000
|
|
|
Xxx
Xxxxxxx, XX 00000
|
|
|
Attn: Xx.
Xxxxx Xxxxxx
|
|
|
President
|
This
Subscription Agreement (this “Agreement”) is being delivered to you in
connection with your investment in Derycz Scientific, Inc. (the “Company”) as
part of a private placement (the “Offering”) of Securities, consisting of 1
share of common stock of the Company (the “Shares”) and, for every 2 shares
purchased, a Warrant to purchase 1 share of common stock of the Company (the
“Warrants”, the Shares and Warrants are collectively referred to as the
“Securities”), at a purchase price of $2.00 per
share.
1. Subscription
and Purchase Price
(a) Subscription.
Subject
to the conditions set forth in Section 2 hereof, the undersigned hereby
subscribes for and agrees to purchase the number of Shares and Warrants
indicated on page 8 hereof on the terms and conditions described herein. The
minimum amount of Shares and Warrants that may be purchased is $50,000.
Subscriptions for lesser amounts may be accepted at the discretion of the
Company.
(b) Purchase
of Securities.
The
undersigned understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Securities shall be $1.50 per Share, for
an
aggregate purchase price as set forth on page 8 hereof (the “Aggregate Purchase
Price”). The undersigned’s delivery of this Agreement to the Company shall be
accompanied by payment for the Securities subscribed for hereunder, payable
in
United States dollars, by check made payable to the order of “Derycz
Scientific, Inc.”
or
by
wire transfer of immediately available funds delivered contemporaneously with
the undersigned’s delivery of this Agreement to the Company. The undersigned
understands and agrees that, subject to Section 2 and applicable laws, by
executing this Agreement, he, she or it is entering into a binding agreement.
2. Acceptance
and Closing Procedures
(a) Acceptance
or Rejection.
The
obligation of the undersigned to purchase the Securities shall be irrevocable,
and the undersigned shall be legally bound to purchase the Securities subject
to
the terms set forth in this Agreement. The undersigned understands and agrees
that the Company reserves the right to reject this subscription for the
Securities in whole or part in any order at any time prior to the closing (the
“Closing”) of the purchase and sale of the Securities if, in its reasonable
judgment, it deems such action to be in the best interest of the Company,
notwithstanding the undersigned’s prior receipt of notice of acceptance of the
undersigned’s subscription. In the event of rejection of this subscription by
the Company in accordance with this Section 2, or the sale of the Securities
is
not consummated by the Company for any reason, this Agreement and any other
agreement entered into between the undersigned and the Company relating to
this
subscription shall thereafter have no force or effect, and the Company shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company, without interest thereon or deduction
therefrom.
(b) Closing.
Each
Closing shall take place at such times as determined by the Company (each
closing date referred to as a “Closing Date”), or such other date as is mutually
agreed to by the Company and the undersigned. The Common Stock and the Warrants
purchased by the Subscriber will be delivered by the Company promptly following
a Closing.
1
3. Investor’s
Representations and Warranties
The
undersigned hereby acknowledges, agrees with and represents and warrants to
the
Company, as follows:
(a) The
undersigned has full power and authority to enter into this Agreement, the
execution and delivery of which has been duly authorized, if applicable, and
this Agreement constitutes a valid and legally binding obligation of the
undersigned.
(b) The
undersigned acknowledges his, her or its understanding that the offering and
sale of the Common Stock, the Warrants and the common stock issuable upon
exercise of the Warrants are intended to be exempt from registration under
the
Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section
4(2) of the Securities Act and the provisions of Regulation D promulgated
thereunder (“Regulation D”). In furtherance thereof, the undersigned represents
and warrants to the Company as follows:
(i) The
undersigned realizes that the basis for the exemption from registration may
not
be available if, notwithstanding the undersigned’s representations contained
herein, the undersigned is merely acquiring the Securities for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise. The undersigned does not have any such
intention.
(ii) The
undersigned is acquiring the Securities solely for the undersigned’s own
beneficial account, for investment purposes, and not with a view to, or resale
in connection with, any distribution of the Securities.
(iii) The
undersigned has the financial ability to bear the economic risk of his, her
or
its investment, has adequate means for providing for their current needs and
contingencies, and has no need for liquidity with respect to the investment
in
the Company;
(iv) The
undersigned (together with the undersigned’s attorney, accountant, purchaser
representative and/or tax advisor, if any (collectively, “Advisors”), has such
knowledge and experience in financial and business matters as to be capable
of
evaluating the merits and risks of the prospective investment in the Securities.
If other than an individual, the undersigned also represents it has not been
organized solely for the purpose of acquiring the Shares.
(c) The
information in the Investor Questionnaire completed and executed by the
undersigned (the “Investor Questionnaire”) is true and accurate in all respects,
and the undersigned is an “accredited investor,” as that term is defined in Rule
501(a) of Regulation D.
(d) The
undersigned is not relying on the Company or its affiliates or sub-agents with
respect to economic considerations involved in this investment. The undersigned
has relied on the advice of, or has consulted with, only his, her or its
Advisors. Each Advisor, if any, is capable of evaluating the merits and risks
of
an investment in the Securities and each Advisor, if any, has disclosed to
the
undersigned in writing (a copy of which is annexed to this Agreement) the
specific details of any and all past, present or future relationships, actual
or
contemplated, between the Advisor and the Company or any affiliate or sub-agent
thereof.
(e) The
undersigned represents, warrants and agrees that he, she or it will not sell
or
otherwise transfer the Securities without registration under the Securities
Act
or an exemption therefrom, and fully understands and agrees that the undersigned
must bear the economic risk of his, her or its purchase because, among other
reasons, the Securities have not been registered under the Securities Act or
under the securities laws of any state and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act and under the applicable securities laws
of
such states, or an exemption from such registration is available. In particular,
the undersigned is aware that the Securities are “restricted securities,” as
such term is defined in Rule 144 promulgated under the Securities Act (“Rule
144”), and they may not be sold pursuant to Rule 144 unless all of the
conditions of Rule 144 are met. The undersigned also understands that, except
as
otherwise provided in Section 5 hereof, the Company is under no obligation
to
register the Securities on his, her or its behalf or to assist the undersigned
in complying with any exemption from registration under the Securities Act
or
applicable state securities laws. The undersigned understands that any sales
or
transfers of the Securities are further restricted by state securities laws
and
the provisions of this Agreement.
2
(f) No
representations or warranties have been made to the undersigned by the Company
or its officers, employees, agents, sub-agents, affiliates or subsidiaries,
other than any representations of the Company contained herein, and in
subscribing for the Securities the undersigned is not relying upon any
representations other than those contained herein.
(g) The
undersigned understands and acknowledges that his, her or its purchase of the
Securities is a speculative investment that involves a high degree of risk
and
the potential loss of the undersigned’s entire investment and, in particular,
acknowledges that the Company has a limited operating history and is engaged
in
a highly competitive business.
(h) The
undersigned’s overall commitment to investments that are not readily marketable
is not disproportionate to the undersigned’s net worth, and an investment in the
Securities will not cause such overall commitment to become
excessive.
(i) The
undersigned understands and agrees that the certificates for the Securities
shall bear substantially the following legend until (i) such Securities shall
have been registered under the Securities Act and effectively disposed of in
accordance with a registration statement that has been declared effective or
(ii) in the opinion of counsel for the Company such Securities may be sold
without registration under the Securities Act, as well as any applicable “blue
sky” or state securities laws:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
(j) Neither
the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities
commission has approved the Securities or passed upon or endorsed the merits
of
the Offering
(k) The
undersigned and his, her or its Advisors, if any, have had a reasonable
opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company concerning the offering of the Securities and
the business, financial condition, results of operations and prospects of the
Company, and all such questions have been answered to the full satisfaction
of
the undersigned and his, her or its Advisors, if any.
(l) The
undersigned is unaware of, is in no way relying on, and did not become aware
of
the offering of the Securities through or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, or electronic
mail over the Internet, in connection with the offering and sale of the
Securities and is not subscribing for the Securities and did not become aware
of
the offering of the Securities through or as a result of any seminar or meeting
to which the undersigned was invited by, or any solicitation of a subscription
by, a person not previously known to the undersigned in connection with
investments in securities generally.
(m) The
undersigned has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby.
3
(n) The
undersigned is not relying on the Company, or any of its employees, agents
or
sub-agents with respect to the legal, tax, economic and related considerations
of an investment in the Securities, and the undersigned has relied on the advice
of, or has consulted with, only his, her or its own Advisors.
(o) The
undersigned acknowledges that any estimates or forward-looking statements or
projections included in the Public Filings (as defined in Section 4(d)) were
prepared by the management of the Company in good faith, but that the attainment
of any such projections, estimates or forward-looking statements cannot be
guaranteed by the Company or its management and should not be relied
upon.
(p) No
oral
or written representations have been made, or oral or written information
furnished, to the undersigned or his, her or its Advisors, if any, in connection
with the offering of the Securities which are in any way inconsistent with
the
information contained in the Public Filings.
(q)
(For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that
such fiduciary has been informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the
provisions of ERISA that require diversification of plan assets and impose
other
fiduciary responsibilities. The Subscriber or Plan fiduciary (a) is responsible
for the decision to invest in the Company; (b) is independent of the Company
and
any of its affiliates; (c) is qualified to make such investment decision; and
(d) in making such decision has not relied primarily on any advice or
recommendation of the Company or any of its affiliates.
(r) The
foregoing representations, warranties and agreements shall survive the
Closing.
4. The
Company’s Representations, Warranties and Covenants
The
Company hereby acknowledges, agrees with and represents, warrants and covenants
to each of the undersigned, as follows:
(a) The
Company has the corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been
duly
authorized, executed and delivered by the Company and is valid, binding and
enforceable against the Company in accordance with its terms.
(b) The
Securities to be issued to the undersigned pursuant to this Agreement, when
issued and delivered in accordance with the terms of this Agreement, will be
duly and validly issued and will be fully paid and non-assessable.
(c) Neither
the execution and delivery nor the performance of this Agreement by the Company
will conflict with the Company’s Certificate of Incorporation or By-laws, as
amended to date, or result in a breach of any terms or provisions of, or
constitute a default under, any material contract, agreement or instrument
to
which the Company is a party or by which the Company is bound.
(d) The
Company is a reporting company pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”),
and
the Company has timely filed all reports, schedules, forms, statements and
other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Exchange Act. At the times of their respective filings,
the
Form S-1/A filed on March 21, 2008 (the “Form S-1/A”) and the Form 10-Q for the
fiscal quarter ended March 31, 2008 (the “Form
10-Q”
and
together with the Form S-1/A any other report, schedule, form, statement or
other document filed by the Company with the SEC pursuant to the reporting
requirements of the Exchange Act subsequent to the filing of the Form 10-Q
and
prior to the date of this Agreement, the “Public
Filings”)
complied in all material respects with the requirements of the Securities Act
or
Exchange Act, as applicable, and the rules and regulations of the SEC
promulgated thereunder, and the Public Filings did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the Public
Filings complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles
(“GAAP”)
applied on a consistent basis during the periods involved (except (i) as may
be
otherwise indicated in such financial statements or the notes thereto or (ii)
in
the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements), and fairly present in
all
material respects the financial position of the Company and its subsidiaries
as
of the dates thereof and the results of operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments).
4
(e) The
Company will remain a reporting company pursuant to the Exchange Act for a
period of not less than one year from the date of this Agreement.
5. Registration
Rights
If
at any
time after the date hereof the Company shall file a registration statement
(other than on Form S-4 or S-8, or any then equivalent thereof), the Company
shall include the Shares and shall maintain, so long as any other shares of
common stock shall be so registered, such registration of the Shares. In the
event of such registration, the Company shall list the Shares on each national
securities exchange or automated quotation system, as the case may be, on which
the Company’s common stock is listed and shall maintain such listing if and so
long as any shares of the same class shall be listed on such national securities
exchange or automated quotation system.
6. Indemnity
The
undersigned agrees to indemnify and hold harmless the Company and its officers
and directors, employees, agents, sub-agents and affiliates and each other
person, if any, who controls any of the foregoing, against any loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and
all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any false representation or warranty by the undersigned,
or
the undersigned’s breach of, or failure to comply with, any covenant or
agreement made by the undersigned herein or in any other document furnished
by
the undersigned to the Company and its officers and directors, employees,
agents, sub-agents and affiliates and each other person, if any, who controls
any of the foregoing in connection with the Offering.
7. Conditions
to Acceptance of Subscription
The
Company’s right to accept the subscription of the undersigned is conditioned
upon satisfaction of the following conditions precedent on or before the date
the Company accepts such subscription (any or all of which may be waived by
the
undersigned in his, her or its sole discretion):
(a) On
the
Closing Date, no legal action, suit or proceeding shall be pending which seeks
to restrain or prohibit the transactions contemplated by this
Agreement.
(b) The
representations and warranties of the Company contained in this Agreement shall
have been true and correct on the date of this Agreement and shall be true
and
correct on the Closing Date as if made on the Closing Date.
8. Notices
to Subscribers
(a) THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE
ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS
UNLAWFUL.
(b) THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
5
9.
Miscellaneous
Provisions
(a) Modification.
Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, modification, discharge or termination is sought.
(b) Survival.
The
undersigned’s representations and warranties made in this Agreement shall
survive the execution and delivery of this Agreement and the delivery of the
Securities.
(c) Notices.
Any
party may send any notice, request, demand, claim or other communication
hereunder to the undersigned at the address set forth on the signature page
of
this Agreement or to the Company at the address set forth above using any means
(including personal delivery, expedited courier, messenger service, fax,
ordinary mail or electronic mail), but no such notice, request, demand, claim
or
other communication will be deemed to have been duly given unless and until
it
actually is received by the intended recipient. Any party may change the address
to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other parties written notice in the manner
herein set forth.
(d) Binding
Effect.
Except
as otherwise provided herein, this Agreement shall be binding upon, and inure
to
the benefit of, the parties to this Agreement and their heirs, executors,
administrators, successors, legal representatives and assigns. If the
undersigned is more than one person or entity, the obligation of the undersigned
shall be joint and several and the agreements, representations, warranties
and
acknowledgments contained herein shall be deemed to be made by, and be binding
upon, each such person or entity and his or its heirs, executors,
administrators, successors, legal representatives 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.
(e) Assignability.
This
Agreement is not transferable or assignable by the undersigned. This Agreement
shall be transferable or assignable by the Company to a proposed publicly-traded
successor company.
(f) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California, without giving effect to conflicts of law
principles.
(g) Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
10. U.S.A.
Patriot Act Representations.
(a) Subscriber
represents, warrants and covenants that Subscriber:
(i)(a)
is
subscribing for the Securities for Subscriber’s own account, own risk and own
beneficial interest, (b) is not acting as an agent, representative,
intermediary, nominee or in a similar capacity for any other person or entity,
nominee account or beneficial owner, whether a natural person or entity (each
such natural person or entity, an “Underlying Beneficial Owner”) and no
Underlying Beneficial Owner will have a beneficial or economic interest in
the
Securities being purchased by Subscriber (whether directly or indirectly,
including without limitation, through any option, swap, forward or any other
hedging or derivative transaction), (c) if it is an entity, including, without
limitation, a fund-of-funds, trust, pension plan or any other entity that is
not
a natural person (each, an “Entity”), has carried out thorough due diligence as
to and established the identities of such Entity’s investors, directors,
officers, trustees, beneficiaries and grantors (to the extent applicable, each
a
“Related Person” of such Entity), holds the evidence of such identities, will
maintain all such evidence for at least five years from the date of Subscriber’s
resale or other disposition of all the Common Stock underlying the Securities
and Warrants, will request such additional information as the Company may
require to verify such identities as may be required by applicable law, and
will
make such information available to the Company upon its request, and (d) does
not have the intention or obligation to sell, pledge, distribute, assign or
transfer all or a portion of the Common Stock and Warrants to any Underlying
Beneficial Owner or any other person; or
6
(ii)(a)
is subscribing for the Securities as a record owner and will not have a
beneficial ownership interest in the Securities, (b) is acting as an agent,
representative, intermediary, nominee or in a similar capacity for one or more
Underlying Beneficial Owners (as defined in (A)(i)(a) above), and understands
and acknowledges that the representations, warranties and agreements made in
this Agreement are made by Subscriber with respect to both Subscriber and the
Underlying Beneficial Owner(s), (c) has all requisite power and authority from
the Underlying Beneficial Owner(s) to execute and perform the obligations under
the Subscription Agreement, (d) has carried out thorough due diligence as to
and
established the identities of all Underlying Beneficial Owners (and, if an
Underlying Beneficial Owner is not a natural person, the identities of such
Underlying Beneficial Owner’s Related Persons (to the extent applicable)), holds
the evidence of such identities, will maintain all such evidence for at least
five years from the date of Subscriber’s resale or other disposition of all the
Common Stock and Warrants, and will make such information available to the
Company upon its request and (e) does not have the intention or obligation
to
sell, pledge, distribute, assign or transfer all or a portion of the Common
Stock and Warrants to any person other than the Underlying Beneficial
Owner(s).
(b) Subscriber
hereby represents and warrants that the proposed investment in the Company
that
is being made on its own behalf or, if applicable, on behalf of any Underlying
Beneficial Owners does not directly or indirectly contravene United States
federal, state, local or international laws or regulations applicable to
Subscriber, including anti-money laundering laws (a “Prohibited
Investment”).
(c) Federal
regulations and Executive Orders administered by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the
engagement in transactions with, and the provision of services to, certain
foreign countries, territories, entities and individuals. The lists of OFAC
prohibited countries, territories, persons and entities can be found on the
OFAC
website at xxx.xxxxx.xxx/xxxx. Subscriber hereby represents and warrants that
neither Subscriber nor, if applicable, any Underlying Beneficial Owner or
Related Person, is a country, territory, person or entity named on an OFAC
list,
nor is Subscriber nor, if applicable, any Underlying Beneficial Owner or Related
Person, a natural person or entity with whom dealings are prohibited under
any
OFAC regulations.
(d) Subscriber
represents and warrants that neither Subscriber nor, if applicable, any
Underlying Beneficial Owner or Related Person, is a senior foreign political
figure, or any immediate family member or close associate of a senior foreign
political figure within the meaning of, and applicable guidance issued by the
Department of the Treasury concerning, the U.S. Bank Secrecy Act (31 U.S.C.
§5311 et seq.), as amended, and any regulations promulgated
thereunder.
(e) Subscriber
agrees promptly to notify the Company should Subscriber become aware of any
change in the information set forth in paragraphs (a) through (d).
(f) Subscriber
agrees to indemnify and hold harmless the Company, its affiliates, and their
respective directors, officers, shareholders, employees, agents and
representatives (each, an “Indemnitee”) from and against any and all losses,
liabilities, damages, penalties, costs, fees and expenses (including legal
fees
and disbursements) (collectively, “Damages”) which may result, directly or
indirectly, from Subscriber’s misrepresentations or misstatements contained
herein or breaches hereof relating to paragraphs (a) through (d).
(g) Subscriber
understands and agrees that, notwithstanding anything to the contrary contained
in any document (including any side letters or similar agreements), if,
following Subscriber’s investment in the Company, it is discovered that the
investment is or has become a Prohibited Investment, such investment may
immediately be redeemed by the Company or otherwise be subject to the remedies
required by law, and Subscriber shall have no claim against any Indemnitee
for
any form of Damages as a result of such forced redemption or other
action.
(h) Upon
the
written request from the Company, Subscriber agrees to provide all information
to the Company to enable the Company to comply with all applicable anti-money
laundering statutes, rules, regulations and policies, including any policies
applicable to a portfolio investment held or proposed to be held by the Company.
Subscriber understands and agrees that the Company may release confidential
information about Subscriber and, if applicable, any Underlying Beneficial
Owner(s) or Related Person(s) to any person, if the Company, in its sole
discretion, determines that such disclosure is necessary to comply with
applicable statutes, rules, regulations and policies.
7
ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE
IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the ____ day
of
____________ 2008.
|
________________________
|
x
$1.50 for each Share
|
=
$_____________________.
|
|
Shares
subscribed for
|
Aggregate
Purchase Price
|
The
number of Warrants issuable will be equal to the number of Shares subscribed
for
divided by 2, without giving effect to any fractional warrants.
Manner
in
which Title is to be held (Please Check One):
|
1.
|
___
|
Individual
|
7.
|
___
|
Trust/Estate/Pension
or Profit sharing Plan
Date
Opened:______________
|
|
2.
|
___
|
Joint
Tenants with Right of Survivorship
|
8.
|
___
|
As
a Custodian for
________________________________
Under
the Uniform Gift to Minors Act of the State of
________________________________
|
|
3.
|
___
|
Community
Property
|
9.
|
___
|
Married
with Separate Property
|
|
4.
|
___
|
Tenants
in Common
|
10.
|
___
|
Xxxxx
|
|
5.
|
___
|
Corporation/Partnership/
Limited Liability Company
|
11.
|
___
|
Tenants
by the Entirety
|
|
6.
|
___
|
XXX
|
ALTERNATIVE
DISTRIBUTION INFORMATION
To
direct
distribution to a party other than the registered owner, complete the
information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN XXX
INVESTMENT.
Name of Firm (Bank, Brokerage, Custodian): _______________________________________________________________________________________________________________
Account Name: ____________________________________________________________________________________________________________________________________
Account Number: ___________________________________________________________________________________________________________________________________
Representative Name: ________________________________________________________________________________________________________________________________
Representative Phone Number: _________________________________________________________________________________________________________________________
Address: _________________________________________________________________________________________________________________________________________
City, State, Zip: _____________________________________________________________________________________________________________________________________
IF
MORE
THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
8
EXECUTION
BY NATURAL PERSONS
_____________________________________________________________________________
Exact
Name in Which Title is to be Held
|
_________________________________
Name
(Please Print)
|
_________________________________
Name
of Additional Purchaser
|
|
|
_________________________________
Residence:
Number and Street
|
_________________________________
Address
of Additional Purchaser
|
|
|
_________________________________
City,
State and Zip Code
|
_________________________________
City,
State and Zip Code
|
|
|
_________________________________
Social
Security Number
|
_________________________________
Social Security Number
|
|
|
_________________________________
Telephone
Number
|
_________________________________
Telephone
Number
|
|
|
_________________________________
Fax
Number (if available)
|
________________________________
Fax
Number (if available)
|
|
|
_________________________________
E-Mail
(if available)
|
________________________________
E-Mail
(if available)
|
|
|
__________________________________
(Signature)
|
________________________________
(Signature
of Additional Purchaser)
|
ACCEPTED
this ___ day of _________ 2008, on behalf of the Company.
|
By:
|
_________________________________
|
|
Name:
|
|
|
Title:
|
EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY
(Corporation,
Partnership, LLC, Trust, Etc.)
_____________________________________________________________________________
Name
of
Entity (Please Print)
Date of Incorporation or Organization: _______________________________________________________________________________________________________________
State of Principal Office: __________________________________________________________________________________________________________________________
Federal Taxpayer Identification Number: _______________________________________________________________________________________________________________
____________________________________________
Office
Address
____________________________________________
City,
State and Zip Code
____________________________________________
Telephone
Number
____________________________________________
Fax
Number (if available)
____________________________________________
E-Mail
(if available)
|
By:
|
_________________________________
|
|
Name:
|
|
|
Title:
|
|
[seal]
|
|
|
Attest:
_________________________________
|
_________________________________ |
|
(If
Entity is a Corporation)
|
|
|
_________________________________
|
|
|
Address
|
ACCEPTED
this ____ day of __________ 2008, on behalf of the Company.
INVESTOR
QUESTIONNAIRE
Instructions:
Check all boxes below which correctly describe you.
| o |
You
are (i)
a
bank, as defined in Section 3(a)(2) of the Securities Act of 1933,
as
amended (the “Securities
Act”),
(ii)
a
savings and loan association or other institution, as defined in
Section
3(a)(5)(A) of the Securities Act, whether acting in an individual
or
fiduciary capacity, (iii)
a
broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”),
(iv)
an insurance company as defined in Section 2(13) of the Securities
Act,
(v)
an investment company registered under the Investment Company Act
of 1940,
as amended (the “Investment
Company Act”),
(vi)
a
business development company as defined in Section 2(a)(48) of the
Investment Company Act, (vii)
a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301 (c) or (d) of the Small Business
Investment Act of 1958, as amended, (viii)
a
plan established and maintained by a state, its political subdivisions,
or
an agency or instrumentality of a state or its political subdivisions,
for
the benefit of its employees and you have total assets in excess
of
$5,000,000, or (ix)
an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)
and (1)
the decision that you shall subscribe for and purchase the Securities,
is
made by a plan fiduciary, as defined in Section 3(21) of ERISA, which
is
either a bank, savings and loan association, insurance company, or
registered investment adviser, (2) you have total assets in excess
of
$5,000,000 and the decision that you shall subscribe for and purchase
the
Securities is made solely by persons or entities that are accredited
investors, as defined in Rule 501 of Regulation D promulgated under
the
Securities Act (“Regulation
D”)
or (3)
you are a self-directed plan and the decision that you shall subscribe
for
and purchase the Securities is made solely by persons or entities
that are
accredited investors.
|
| o |
You
are a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940, as
amended.
|
| o |
You
are an organization described in Section 501(c)(3) of the Internal
Revenue
Code of 1986, as amended (the “Code”),
a corporation, Massachusetts or similar business trust or a partnership,
in each case not formed for the specific purpose of making an investment
in the Securities and with total assets in excess of
$5,000,000.
|
| o |
You
are a director or executive officer of Reprints Desk, Inc. or Derycz
Scientific, Inc.
|
| o |
You
are a natural person whose individual net worth, or joint net worth
with
your spouse, exceeds $1,000,000 at the time of your subscription
for and
purchase of the Securities.
|
| o |
You
are a natural person who had an individual income in excess of $200,000
in
each of the two most recent years or joint income with your spouse
in
excess of $300,000 in each of the two most recent years, and who
has a
reasonable expectation of reaching the same income level in the current
year.
|
| o |
You
are a trust, with total assets in excess of $5,000,000, not formed
for the
specific purpose of acquiring the Securities, whose subscription
for and
purchase of the Securities is directed by a sophisticated person
as
described in Rule 506(b)(2)(ii) of Regulation
D.
|
| o |
You
are an entity in which all of the equity owners are persons or entities
described in one of the preceding
paragraphs.
|
Check
all boxes below which correctly describe you.
With
respect to this investment in Securities of the Company, your:
|
Investment
Objectives:
|
x Aggressive
Growth
|
x
Speculation
|
|
|
Risk
Tolerance:
|
¨
Low Risk
|
¨
Moderate Risk
|
x
High Risk
|
Are
you
associated with a NASD Member Firm? o Yes
o No
Your
initials (purchaser and co-purchaser, if applicable) are required for each
item
below:
|
____
|
____
|
I/We
understand that this investment is not guaranteed.
|
|
____
|
____
|
I/We
are aware that this investment is not liquid.
|
|
____
|
____
|
I/We
are sophisticated in financial and business affairs and are able
to
evaluate the risks and merits of an investment in this
offering.
|
|
|
____
|
I/We
confirm that this investment is considered “high risk.” (This type of
investment is considered high risk due to the inherent risks including
lack of liquidity and lack of diversification. Success or failure of
private placements such as this is dependent on the corporate issuer
of
these securities and is outside the control of the investors. While
potential loss is limited to the amount invested, such loss is
possible.)
|
The
undersigned hereby represents and warrants that all of its answers to this
Investor Questionnaire are true as of the date of its execution of the
Subscription Agreement pursuant to which it purchased Securities of the
Company.
| _______________________________ | _______________________________ |
|
Name
of Purchaser [please print]
|
Name
of Co-Purchaser [please print]
|
| _______________________________ | _______________________________ |
|
Signature
of Purchaser (Entities please
provide
signature of Purchaser’s duly
authorized
signatory.)
|
Signature
of Co-Purchaser
|
| _______________________________ | |
|
Name
of Signatory (Entities only)
|
|
| _______________________________ | |
|
Title
of Signatory (Entities only)
|
