EXHIBIT 99.5
ALPHA TECHNOLOGIES GROUP, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
SUBSCRIPTION AGENCY AGREEMENT
DATED AS OF OCTOBER , 2000
SUBSCRIPTION AGENCY AGREEMENT dated as , 2000 by and between Alpha
Technologies Group, Inc., a Delaware corporation (the "Company") and American
Stock Transfer & Trust Company, a corporation, as Subscription Agent (the
"Subscription Agent").
WHEREAS, the Company has caused a Registration Statement on Form S-2
(Registration No. ) under the Securities Act of 1933, as amended (the "Act"),
to be filed with the Securities and Exchange Commission (the "Commission")
relating to a proposed distribution by the Company to holders of record of
shares of its common stock, $.03 par value (the "Common Stock"), as of the
close of business on October 20, 2000 (the "Record Date"), of non-transferable
subscription rights (the "Rights") to purchase additional shares of its Common
Stock (the "Basic Subscription Privilege") at a price of $ per share (the
"Subscription Price"). Each Right will entitle its holder (a "Holder") to
purchase one share of Common Stock. Such Registration Statement, in the form in
which it first becomes effective under the Act, and, as it may thereafter be
amended from time to time, is referred to herein as the "Registration
Statement";
WHEREAS, the Rights will be distributed to holders of record (other than the
Company) of shares of Common Stock as of the Record Date at a rate of one
Rights for each 25 shares of Common Stock held on the Record Date;
WHEREAS, upon the full exercise of the Rights of a Holder pursuant to the
Basic Subscription Privilege, such Holder will be entitled to subscribe for
additional shares of Common Stock (the "Oversubscription Privilege";
collectively, with the Basic Subscription Privilege, the "Subscription
Privileges");
WHEREAS, the Company has reserved for issuance, and has authorized the
issuance of, an aggregate of authorized and unissued shares of Common Stock
(the "Underlying Shares") to be distributed pursuant to the exercise of the
Subscription Privileges in the Rights Offering;
WHEREAS, the Company desires the Subscription Agent to act on its behalf in
connection with the Rights Offering as set forth herein, and the Subscription
Agent is willing so to act.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto hereby agree as follows:
SECTION 1. Appointment of Subscription Agent
The Company hereby appoints the Subscription Agent to act as agent for the
Company in accordance with the instruction set forth in this Agreement, and the
Subscription Agent hereby accepts such appointment. The duties of the
Subscription Agent shall include those contemplated by the Rights Exercise
Agreement and Instructions as to Use of Alpha Technologies Group, Inc. Rights
Exercise Agreement included as Exhibit 4.1 to the Registration Statement and
those forth on Exhibit B hereto.
SECTION 2. Issue of Securities.
(a) The Company has authorized the issuance of the Rights and, following
the effectiveness of the Registration Statement and the Record Date, will issue
such Rights to holders of record of shares of Common Stock as of the close of
business on the Record Date as contemplated by the Registration Statement. The
Company will promptly notify the Subscription Agent upon the effectiveness of
the Registration Statement. As transfer agent and registrar for the shares of
Common Stock, the Subscription Agent shall provide such assistance as the
Company may require in order to effect the distribution of the Rights to
holders of record of shares of Common Stock as of the close of business on the
Record Date, including assistance in determining the number of Rights to be
distributed to each record holder and assistance in distributing the Rights
Exercise Agreements. The Company has authorized the issuance of and will hold
in reserve the Underlying Shares, and upon the valid exercise of Rights, the
Company will issue Underlying Shares to validly exercising Holders as set forth
in the Prospectus.
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SECTION 3. Subscription Privileges.
Each Right carries with it a Basic Subscription Privilege and an
Oversubscription Privilege:
(a) Each Right entitles its Holder to purchase one share of Common Stock at
a price of $ per share pursuant to such Holder's Basic Subscription
Privilege.
(b) Holders exercising all of their Rights pursuant to their Basic
Subscription Privileges will be entitled to subscribe for additional Underlying
Shares at the Subscription Price pursuant to their Oversubscription Privileges.
The Company and the Subscription Agent agree to use their respective best
efforts to ensure that Holders exercise in full their Basic Subscription
Privileges before subscribing for and acquiring Underlying Shares pursuant to
their Oversubscription Privileges but acknowledge that such compliance cannot
be guaranteed. Underlying Shares will be available for purchase pursuant to the
Oversubscription Privilege only to the extent that the maximum number of
Underlying Shares are not subscribed for through the exercise of all Basic
Subscription Privileges by the Expiration Date (as defined below). If the
Underlying Shares so available (the "Excess Shares") are not sufficient to
satisfy all subscriptions pursuant to the Oversubscription Privilege, the
Excess Shares will be allocated pro rata (subject to the elimination of
fractional shares) among those Holders exercising the Oversubscription
Privilege, in proportion, not to the number of Underlying Shares subscribed for
pursuant to the Oversubscription Privilege, but to the number of Underlying
Shares they have subscribed for pursuant to the Basic Subscription Privilege;
provided, however, that if such pro rata allocation results in any Holder being
allocated a greater number of Excess Shares than such Holder subscribed for
pursuant to the exercise of such Holder's Oversubscription Privilege, then such
Holder will be allocated only such number of Excess Shares such Holder
subscribed for and the remaining Excess Shares will be allocated among all
other Holders exercising Oversubscription Privileges.
(c) Banks, brokers and other nominee holders of Rights who exercise Rights
on behalf of beneficial owners shall, as a condition of the exercise of such
Rights, be required to certify to the Subscription Agent and the Company (by
delivery to the Subscription Agent of a Nominee Holder Certification
substantially in the form of Exhibit C hereto) as to: (1) the names of the
beneficial owners on whose behalf they are acting; (2) the nominee holder's
authority so to act; (3) the aggregate number of Rights to be exercised on
behalf of each such beneficial owner; (4) the number of Underlying Shares that
are being subscribed for pursuant to the Subscription Privileges of each
beneficial owner of Rights on whose behalf such nominee holder is acting.
SECTION 4. Signature and Registration.
(a) The Rights Exercise Agreement shall be executed on behalf of the Company
by its Chairman and Chief Executive Officer or any other duly authorized
officer by facsimile signature.
(b) The Subscription Agent will keep or cause to be kept, at its principal
offices in the State of New York, books for registration of the Rights issued
hereunder. Such books shall show the names and addresses of the respective
holders of the Rights and the number of Rights granted to such holder.
SECTION 5. Exercise of Rights; Exercise Price; Expiration Date.
(a) The Holder of Rights may exercise some or all of the Rights granted to
such Holder by delivering to the Subscription Agent, on or prior to 5:00 p.m.,
New York City time, on , 2000 (such date subject to extension as provided
in the Prospectus, is referred to herein as the "Expiration Date"), a properly
completed and executed Rights Exercise Agreement (with signature guaranteed, if
necessary, by an "Eligible Institution", as defined in Rule 17Ad-15 under the
Securities Act of 1934), together with payment of the Subscription Price for
the Underlying Share subscribed for pursuant to the Subscription Privileges,
subject to Section 5(d)(iii). In the case of Holders of Rights that are held of
record through the Depository Trust Company ("DTC"), the exercise of the
Subscription Privileges may be effected by instructing DTC to transfer Rights
(such Rights being "DTC Exercised Rights") from the DTC account of such Holder
to the DTC
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account of the Subscription Agent, together with payment of the Subscription
Price for each Underlying Share subscribed for. Alternatively, the Holder of
any Rights Exercise Agreement may exercise the Rights evidenced thereby by
effecting compliance with the procedures for guaranteed delivery set forth in
Section 5(b) below.
(b) If a Holder wishes to exercise Rights, but time will not permit such
Holder to cause the Rights Exercise Agreement with respect to such Rights to
reach the Subscription Agent on or prior to the Expiration Date, such Rights
may nevertheless be exercised if all of the following conditions (the
"Guaranteed Delivery Procedures") are met:
(i) Subject to Section 5(d)(iii), such Holder has caused payment in full
of the Subscription Price for each Underlying Share being subscribed for
pursuant to the Subscription Privileges to be received (in the manner set
forth in Section 5(d) hereof) by the Subscription Agent on or prior to the
Expiration Date;
(ii) the Subscription Agent receives, on or prior to the Expiration
Date, a guarantee notice (a "Notice of Guaranteed Delivery"), substantially
in the form provided with the Instructions distributed with the Rights
Exercise Agreement, from an Eligible Institution, stating the name of the
exercising Holder, the number of Rights represented by the Rights Exercise
Agreement held by such exercising Holder, the number of Underlying Shares
being subscribed for pursuant to the Subscription Privileges, and
guaranteeing to the Subscription Agent the delivery of the Rights Exercise
Agreement evidencing such Rights within five (5) business days following
the date of the Notice of Guaranteed Delivery;
(iii) the properly completed Rights Exercise Agreement with respect to
the Rights granted to the Holder being exercised, with any required
signatures guaranteed, are received by the Subscription Agent, or such
Rights are transferred into the DTC account of the Subscription Agent,
within five (5) business days following the date of the Notice of
Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may
be delivered to the Subscription Agent in the same manner as the Rights
Exercise Agreements at the addresses set forth above, or may be transmitted
to the Subscription Agent by telegram or facsimile transmission (telecopy
no ).
(c) The Rights shall expire at 5:00 p.m. New York City time on the
Expiration Date.
(d) The "Subscription Price" shall be $ per Underlying Shares subscribed
for pursuant to the Rights Exercise Agreement payable (in United States
Dollars) (i) by check or bank draft drawn upon a U.S. bank or postal,
telegraphic or express money order payable to the Subscription Agent; (ii) by
wire transfer of funds to the account maintained by the Subscription Agent for
such purpose at Bank, Account No. , ABA No. ; or (iii) by such other manner
as the Company may approve in writing in the case of persons acquiring
Underlying Shares at a Subscription Price of $500,000 or more; provided that,
in the case of clause (iii), in any event, the full amount of such Subscription
Price is received by the Subscription Agent in currently available funds by no
later than the fifth (5th) business day following the Expiration Date (the
payment method under (iii) being an "Approved Payment Method"). The
Subscription Price shall be deemed to have been received by the Subscription
Agent only upon (1) clearance of any uncertified check; (2) receipt by the
Subscription Agent of any certified check or bank draft or postal, telegraphic
or express money order, (3) receipt of good funds in the Subscription Agent's
account designated above, in payment of the Subscription Price; or (4) receipt
of funds by the Subscription Agent through an Approved Payment Method.
(e) If the number of Underlying Shares being subscribed for is not
specified, or full payment of the Subscription Price for the indicated number
of Rights that are being exercised is not forwarded or if the payment delivered
exceeds the required Subscription Price, the payment will be applied, until
depleted, to subscribe for Underlying Shares in the following order: (1) to
subscribe for the number of Underlying Shares indicated, if any, pursuant to
the Basic Subscription Price; (2) to subscribe for Underlying Shares until the
Basic Subscription Price has been fully exercised with respect to all of the
Rights represented by such Rights Exercise Agreement; (3) to subscribe for
additional Underlying Shares pursuant to the Oversubscription Privilege
(subject to any applicable proration).
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(f) Funds received by the Subscription Agent in payment of the Subscription
Price shall be held in a segregated, interest bearing account until the closing
of the Rights Offering, at which time they shall be paid over to the Company.
All interest accrued on such account shall be for the account of the Company.
(g) If a Holder exercising the Oversubscription Privilege is allocated less
than all of the Underlying Shares which such Holder subscribed for, or if the
number of Underlying Shares purchased by a Holder is otherwise reduced as set
forth in the Section 3(b), the Subscription Agent, as soon as practicable after
the Expiration Date, shall mail to such Holder the Subscription Price paid by
such Holder in respect of the number of such shares that were subscribed for
but not ultimately issued, without interest of deduction.
(h) The Subscription Agent is authorized to accept only Rights Exercise
Agreements (other than Rights Exercise Agreements delivered in accordance with
the procedure for guaranteed delivery set forth in Section 5(b)), or transfers
of Rights to its account at DTC, received prior to 5:00 p.m., New York City
time, on the Expiration Date.
(i) Once a Holder has exercised a Right, such exercise may not be revoked.
SECTION 6. Mutilated, Destroyed, Lost or Stolen Rights Exercise Agreements;
Subsequent Issue of Rights Exercise Agreements.
(a) Upon receipt by the Company and the Subscription Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Rights Exercise Agreement, and, in case of loss, theft or destruction, of
indemnity and/or security satisfactory to them, which may be in the form of an
open penalty bond, and reimbursement to the Company and the Subscription Agent
of all reasonable expenses incidental thereto, and upon surrender and
cancellation of the mutilated Rights Exercise Agreement, the Company will make
and deliver a new Rights Exercise Agreement of like tenor to the Subscription
Agent for delivery to the registered owner in lieu of the Rights Exercise
Agreement so lost, stolen, destroyed or mutilated. If required by the Company
or the Subscription Agent, an indemnity bond must be sufficient in the judgment
of both to protect the Company, the Subscription Agent or any agent thereof
from any loss which any of them may suffer if a Rights Exercise Agreement is
replaced.
(b) Other than as provided in (a) above, no Rights Exercise Agreements will
be issued subsequent to their original issue.
SECTION 7. Delivery of Stock Certificates.
(a) Basic Subscription Privilege. As soon as practicable after the
Expiration Date, the Subscription Agent will mail to each Holder who validly
exercised the Basic Subscription Privilege certificates representing Underlying
Shares purchased pursuant to the Basic Subscription Price.
(b) Oversubscription Privilege. As soon as practicable after the Expiration
Date, the Subscription Agent will mail to each Holder who validly exercised the
Oversubscription Privilege certificates representing the number of Underlying
Shares allocated to such Holder pursuant to the Oversubscription Privilege.
SECTION 8. Reports.
The Subscription Agent shall notify both the Company and its designated
representatives by telephone as requested during the period ending two (2)
business days after the Expiration Date, which notice shall thereafter be
confirmed in writing, of (a) the number of Rights exercised on the day of such
request; (b) the number of Underlying Shares subscribed for pursuant to the
Basic Subscription Price and the number of such
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Rights for which payment has been received; (c) the number of Underlying Shares
subscribed for pursuant to the Oversubscription Privilege and the number of
such Rights for which payment has been received; (d) the number of Rights
subject to guaranteed delivery pursuant to Section 5(b) on such day; (e) the
number of Rights for which defective exercises have been received on such day;
and (f) cumulative totals derived from the information set forth in clauses (a)
through (e) above. At or before 5:00 p.m. New York City time, on the first
Nasdaq National Market trading day following the Expiration Date, the
Subscription Agent shall certify in writing to the Company the cumulative
totals through the Expiration Date derived from the information set forth in
clauses (a) through (e) above. The Subscription Agent shall also maintain a
record as to Holders who have not exercised their Rights. The Subscription
Agent shall provide the Company or its designated representatives, from time to
time prior to the Expiration Date, with the information compiled pursuant to
this Section 8 as any of them shall request.
SECTION 9. Future Instruction and Interpretation.
(a) All questions as to the timeliness, validity, form, and eligibility of
any exercise of Rights will be determined by the Company, whose determinations
shall be final and binding. The Company in its sole discretion may waive any
defect or irregularity or permit a defect or irregularity to be corrected
within such time as it may determine or reject the purported exercise of any
Right. Subscriptions will not be deemed to have been received or accepted until
all irregularities have been waived or cured within such time as the Company
determines in its sole discretion. Neither the Company nor the Subscription
Agent shall be under any duty to give notification of any defect or
irregularity in connection with the submission of a Rights Exercise Agreement
or incur any liability for failure to give such notification to any Holder.
(b) The Subscription Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from an
authorized officer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable for any
action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer.
SECTION 10. Payment of Taxes.
The Company covenants and agrees that it will pay when due and payable all
documentary, stamp and other taxes, if any, which may be payable in respect of
the issuance or delivery of the Underlying Shares; provided however, that the
Company shall not be liable for any tax liability arising out of any
transaction which results in, or is deemed to be, an exchange of Rights or
shares or a constructive dividend with respect to the Rights or shares and
provided further that the Company shall not be required to pay any tax or other
governmental charge which may be payable in respect of any transfer involved in
the transfer or delivery of any Rights Exercise Agreement or the issuance of
any certificates for shares of Common Stock in a name other than that of the
registered Holder of such Rights exercised.
SECTION 11. Cancellation and Destruction of Rights Exercise Agreements.
All Rights Exercise Agreements surrendered for the purpose of exercise shall
be canceled by the Subscription Agent, and no Rights Exercise Agreements shall
be issued in lieu thereof except as expressly permitted by provisions of this
Agreement. The Subscription Agent shall deliver all canceled Rights Exercise
Agreements to the Company or shall, at the written request of the Company,
destroy such canceled Rights Exercise Agreements, and in such case shall
deliver a certificate of destruction thereof to the Company.
SECTION 12. Right of Action.
All rights of action in respect of this Agreement are vested in the Company
and the respective registered Holders of the Rights Exercise Agreements; and
any Holder of any of the Rights, without the consent of the
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Subscription Agent or of the Holder of any other Rights, may, on his own
behalf and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, his right to exercise the Rights evidenced by such Rights Exercise
Agreement in the manner provided in such Rights Exercise Agreement and in the
Agreement.
SECTION 13. Concerning the Subscription Agent.
(a) The Company agrees to pay to the Subscription Agent compensation in
accordance with the fee schedule attached hereto as Exhibit B for all services
rendered by it hereunder and, from time to time, on demand of the Subscription
Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the administration and execution of this Agreement and the
exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Subscription Agent for, and to hold it harmless against, any
loss, liability, or expense incurred without negligence or bad faith on the
part of the Subscription Agent for anything done or omitted by the
Subscription Agent in connection with the acceptance and administration of
this Agreement, including the reasonable costs and expenses of defending
against any cost or liability on the premises. The foregoing notwithstanding,
the Company shall not indemnify the Subscription Agent with respect to any
claim or action settled without its consent, which consent shall not be
unreasonably withheld.
(b) The Subscription Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Rights Exercise
Agreement, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document reasonably believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged by
the proper person or persons.
SECTION 14. Duties of Subscription Agent.
The Subscription Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the Holders of the Rights by their acceptance thereof shall be
bound.
(a) The Subscription Agent may consult with legal counsel (who may be, but
is not required to be, legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the
Subscription Agent as to any action taken or omitted by it in good faith and
in accordance with such opinion.
(b) Whenever, in the performance of its duties under this Agreement, the
Subscription Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificated signed by either the Chairman and
Chief Executive Officer, or by the Secretary or any Assistant Secretary of the
Company and delivered to the Subscription Agent; and such certificate shall be
full authorization to the Subscription Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon
such certificate.
(c) The Subscription Agent shall be liable hereunder only for its own
negligence or willful misconduct.
(d) The Subscription Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the
Rights Exercise Agreements or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the
Company only.
(e) The Subscription Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Subscription Agent) or in respect of the
validity or execution of any Rights Exercise Agreement, nor shall it be
responsible for any
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breach by the Company of any covenant or condition contained in this Agreement
or in any Rights Exercise Agreement; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued in connection with the
exercised Rights or pursuant to any Rights Exercise Agreement or as to whether
any shares of Common Stock will, when issued, be validly authorized and issued,
fully paid and nonassessable.
(f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be
required by the Subscription Agent for the carrying out or performing by the
Subscription Agent of the provisions of this Agreement.
(g) Nothing herein shall preclude the Subscription Agent from acting in any
other capacity for the Company.
SECTION 15. Notices to the Company, Holders and Subscription Agent.
All notices and other communications provided for or permitted hereunder
shall be made by hand delivery, prepaid first class mail, or telecopier:
(a) if to the Company, to:
Alpha Technologies Group, Inc.
00000 Xxx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn: President and Chief Executive Officer
with a copy to:
Xxxxxxx Xxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Telecopier No.: 000-000-0000
if to the Subscription Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxx Xxxxx
(b) if to a registered Holder, at the address shown on the registry books of
the Company.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered, two (2) business days after
being deposited in the mail, postage prepaid, if mailed as aforesaid; when
answered back if telexed; and when receipt is acknowledged, if telecopied.
SECTION 16. Supplements and Amendments.
The Company and the Subscription Agent may from time to time supplement or
amend this Agreement without the approval of any Holders of Rights Exercise
Agreements in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder which the
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Company and the Subscription Agent may deem necessary or desirable and which
shall not adversely affect the interest of the Holders of the Rights.
SECTION 17. Successors.
All the covenants and provisions of this Agreement by or for the benefit of
the Company or the Subscription Agent shall bind and inure to the benefit to
their respective successors and assigns hereunder.
SECTION 18. Termination.
This Agreement shall terminate at 5:00 p.m. New York City time, on the
thirteenth day following the Expiration Date. Upon termination of this
Agreement, and provided that the Underlying Shares for Rights accepted for
exercise prior to such termination are issued and delivered by the Company, the
Company shall be discharged from all obligations under this Agreement except
for its obligations to the Subscription Agent under Section 11 and 14 hereof
and except with respect to the obligation of the Company to provide instruction
and direction of the Subscription Agent as may be provided in this Agreement.
SECTION 19. Governing Law.
This Agreement and each Rights Exercise Agreement shall be deemed to be a
contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of said State.
SECTION 20. Benefits of This Agreement.
Nothing in this Agreement shall be construed to give any persons or
corporation other than the Company, the Subscription Agent and the Holders of
the Rights any legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of the Company,
the Subscription Agent and the Holders of the Rights.
SECTION 21. Counterparts.
This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.
SECTION 22. Descriptive Headings.
Description headings of the several Sections of this Agreement are inserted
for the convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, each of the parties hereto caused the Agreement to be
duly executed as of the date first above written.
Alpha Technologies Group, Inc.
By:
__________________________________
American Stock Transfer & Trust
Company
By:
__________________________________
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EXHIBIT A
FORM OF RIGHTS EXERCISE AGREEMENT
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EXHIBIT B
SUBSCRIPTION AGENT DUTIES AND FEES
Subscription Agent Duties and Services
1. Calculate and verify number of rights to be issued to each stockholder;
2. Issue and mail Rights Exercise Agreements to each stockholder along with
the appropriate rights offering material.
3. Receive and time stamp surrendered Rights Exercise Agreement forms and
checks.
4. Examine Rights Exercise Agreement forms and checks for acceptance.
5. Write regarding deficient items.
6. Calculate and verify subscription price received and number of shares to
be issued.
7. Deposit checks into a fiduciary account.
8. Wire funds to corporation's account on business day following end of
offering period.
9. Handle all letters of inquiry regarding lost, destroyed or stolen Rights
Exercise Agreement forms.
10. Adjust Rights on disputed claims as per Company's instructions and refund
to the holder any excess subscription price resulting from a reduction of
disputed claim.
11. If applicable, reflect restrictive legend on certain stock certificates to
be issued in connection with the offering. Please provide us with the
name(s) of the stockholders and the exact legend to be shown on the new
certificates.
12. Keep accurate controls of all Rights Exercise Agreement forms exercised
and cancellation of such forms.
13. Issue and mail stock certificates to subscribers.
14. Furnish periodic reports of exercised rights.
15. Track oversubscription privilege.
16. Calculate pro-ration on oversubscription.
Subscription Agent Fees
$7,500 To act as Subscription Agent.
Plus out-of-pocket expenses incurred such as postage, telephone and
telegraph, shipping costs, insurance stationery, overtime, counsel and fees,
etc.
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EXHIBIT C
FORM OF NOMINEE HOLDER CERTIFICATION
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ALPHA TECHNOLOGIES GROUP, INC.
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker or other nominee holder of rights ("Rights")
to purchase shares of Common Stock, $.03 par value per share ("Common Stock")
of Alpha Technologies Group, Inc. (the "Company") pursuant to the Rights
Offering described and provided for in the Company's prospectus dated ,
2000 (the "Prospectus"), hereby certifies to the Company and to American Stock
Transfer and Trust Corporation, as Subscription Agent for such Rights Offering,
that the undersigned has subscribed for, on behalf of the beneficial owners
thereof (which may include the undersigned), the number of shares specified
below for each of the Subscription Privileges (as defined in the Prospectus).
1. Number of shares subscribed for pursuant to the Basic Subscription
Privilege
2. Number of shares subscribed for pursuant to the Oversubscription
Privilege
3. Name of Beneficial Owner
Name of Nominee Holder
By:
Name:
Title:
Dated: , 2000
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