UNIT SUBSCRIPTION AGREEMENT
THIS
UNIT
SUBSCRIPTION AGREEMENT ("Agreement")
is
entered into by and between Positron Corporation, a Texas corporation
("Issuer"),
and
the subscriber set forth on the attached signature page (the "Subscriber"),
as of
the date this Agreement is ascribed to such terms in the Memorandum (defined
below) unless otherwise defined herein.
R E C I T A L S:
WHEREAS,
Issuer has informed Subscriber that it is allowing qualified investors to
subscribe for units consisting of one share of its Series G Preferred Stock
and
a warrant exercisable for 50 shares of Issuer's Common Stock at a price of
$5.50 per unit (the "Units"),
pursuant to the terms of a Confidential Private Offering Memorandum (the
"Memorandum");
WHEREAS,
Subscriber desires to purchase the Units on the terms and conditions set forth
herein;
WHEREAS,
Subscriber's purchase of the Units is subject to Issuer's acceptance of such
purchase, to be evidenced by countersigning the attached signature
page.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements, the Issuer
and Subscriber hereby agree as follows:
A G R E E M E N T:
1. Subscription.
Subject
to the terms and conditions hereof, Subscriber hereby subscribes for __________
Units (the "Subscription
Amount").
The
full Subscription Amount shall be due upon Subscriber's submission to Issuer
of
this Agreement. Subscriber agrees to pay the Subscription Amount set forth
above
Subscriber's signature on this Agreement to the Issuer in accordance with the
terms set forth in the Memorandum. Subscription for the Units is irrevocable
and
shall be made by delivery of this Agreement to the Issuer at the address noted
in the Memorandum. All subscription documents will be returned to Subscriber
if
this Agreement is not accepted by the Issuer. Subscriber will have no rights
with respect to the Units unless and until Subscriber's Agreement is accepted.
Payment of the Subscription Amount shall be due upon acceptance of this
Subscription. No personal checks will be accepted as payment of the Subscription
Amount.
2. Acceptance
of Agreement.
Issuer
shall have the right to reject this Agreement (a) if it believes that
Subscriber is not an "Accredited Investor" as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities
Act"),
(b) if Subscriber is not a resident of a state in which the Issuer has
determined that it will offer Units, (c) if Subscriber otherwise fails to
meet the suitability standards for investment in the Units established by the
Issuer, or (d) for any other reason in its sole and absolute discretion.
Acceptance is evidenced only by execution and delivery by the Issuer of a
countersigned copy of this Subscription Agreement. The closing of the purchase
and sale of Units shall take effect upon Issuer's acceptance of this Agreement
and receipt of payment for the Units (the "Closing").
3. Promptly
after the Closing, Issuer will deliver to Subscriber, pursuant to Subscriber's
delivery instructions, certificates and warrant agreements representing the
Units purchased by Subscriber from Issuer.
4. Restriction
on Transfer of Securities.
4.1. Restrictions.
Subscriber is aware that the Units have not been registered under the Securities
Act by reason of their issuance in a transaction exempt from the registration
and prospectus delivery requirements of the Securities Act pursuant to
Section 4(2), Regulation D, and/or Regulation S thereof and that they
must be held by Subscriber indefinitely, and Subscriber must therefore bear
the
economic risk of such investment indefinitely unless a subsequent disposition
thereof is registered under the Securities Act or is exempt from registration.
4.2. Legend.
Except
in the case of Units sold to Non-U.S. persons (see Section 6 below), each
certificate and warrant agreement issued connection with the sale of Units
will
be endorsed with the following legend:
"THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE
ACT."
4.3. Stop
Transfer Order.
A stop
transfer order shall be placed with the Issuer's transfer agent preventing
transfer of any of the Units pending compliance with the conditions set forth
in
any such legend.
5. Representations
and Warranties by Issuer.
Issuer
represents and warrants to Subscriber that:
2
5.1. Organization,
Standing, Power.
Issuer
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Texas and has the requisite corporate power and authority
to own its properties and to carry on its business in all material respects
as
it is now being conducted. Issuer has, or at the Closing will have, the
requisite corporate power and authority to issue the Units, and to otherwise
perform its obligations under this Agreement.
5.2. Units.
The
Units and securities issuable upon conversion or exercise thereof, when issued
and paid for pursuant to the terms of this Agreement, will be duly authorized,
validly issued and outstanding, fully paid, nonassessable and free and clear
of
all pledges, liens, encumbrances and restrictions.
6. Representations
and Warranties of Subscriber.
Subscriber represents and warrants that:
7. Investment
Intent.
The
Units being acquired hereunder are being purchased for Subscriber's own account
and not with the view to, or for resale in connection with, any distribution
or
public offering thereof within the meaning of the Securities Act. Subscriber
understands that the Units have not been registered under the Securities Act
or
any applicable state laws by reason of their issuance or contemplated issuance
in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act and such laws and that the reliance of Issuer
and others upon this exemption is predicated in part upon this representation
and warranty.
7.1. Accredited
Investor.
The
place in which Subscriber's principal office or residence is located is set
forth in Subscriber's address noted in this Agreement. Subscriber qualifies
as
an "accredited investor" within the meaning of Rule 501 under the Securities
Act. Subscriber has such knowledge and experience in financial and business
matters that Subscriber is capable of evaluating the merits and risks of the
investment to be made hereunder by Subscriber. Issuer believes it has received
all the information it has requested from Issuer it considers necessary or
appropriate for deciding whether to obtain the Units and has had the opportunity
to discuss Issuer's business, management, and financial affairs with Issuer's
management.
7.2. Acts
and Proceedings.
This
Agreement has been duly authorized by all necessary action on the part of
Subscriber, has been duly executed and delivered by Subscriber, and is a valid
and binding agreement upon the part of Subscriber.
8. Representations
and Warranties for Subscribers who are Non-U.S. persons.
Subscribers who are Non-U.S. persons hereby represent and warrant to Issuer
as
follows:
(a) This
Agreement is made by Issuer with such Subscriber who is a Non-U.S. person in
reliance upon such Subscriber's representations, warranties and covenants made
in this Section 6.
(b) Subscriber
has been advised and acknowledges that:
(i) the
Units
and securities issuable upon conversion or exercise thereof have not been,
and
when issued, will not be registered under the Securities Act, the securities
laws of any state of the United States or the securities laws of any other
country;
(ii) in
issuing and selling the Units and securities issuable upon conversion or
exercise thereof to Subscriber pursuant hereto, Issuer is relying upon the
"safe
harbor" provided by Regulation S and/or on Section 4(2) under the Securities
Act;
(iii) it
is a
condition to the availability of the Regulation S "safe harbor" that the Units
and securities issuable upon conversion or exercise thereof not be offered
or
sold in the United States or to a U.S. person until the expiration of a period
of one year following the date of issuance to Subscriber; and
(iv) notwithstanding
the foregoing, prior to the expiration of one year after issuance to Subscriber
(the "Restricted
Period"),
the
Units and securities issuable
3
(v) upon
conversion or exercise thereof may be offered and sold by the holder thereof
only if such offer and sale is made in compliance with the terms of this
Agreement and either: (a) if the offer or sale is within the United States
or to
or for the account of a U.S. person, the securities are offered and sold
pursuant to an effective registration statement or pursuant to Rule 144 under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act; or (b) the offer and sale is outside the
United States and to other than a U.S. person.
(c) As
used
herein, the term "United States" means and includes the United States of
America, its territories and possessions, any State of the United States, and
the District of Columbia, and the term "U.S. person" (as defined in Regulation
S) means:
(i) a
natural
person resident in the United States;
(ii) any
partnership or corporation organized or incorporated under the laws of the
United States;
(iii) any
estate of which any executor or administrator is a U.S. person;
(iv) any
trust
of which any trustee is a U.S. person;
(v) any
agency or branch of a foreign entity located in the United States;
(vi) any
nondiscretionary account or similar account (other than an estate or trust)
held
by a dealer or other fiduciary for the benefit or account of a U.S.
person;
(vii) any
discretionary account or similar account (other than an estate or trust) held
by
a dealer or other fiduciary organized, incorporated and (if an individual)
resident in the United States; and
(d) a
corporation or partnership organized under the laws of any foreign jurisdiction
and formed by a U.S. person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized
or
incorporated, and owned, by accredited investors (as defined in Rule 501(a)
under the Securities Act) who are not natural persons, estates or
trusts.
As
used
herein, the term "Non-U.S. person" means any person who is not a U.S. person
or
is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities
Act.
(e) Subscriber
agrees that with respect to the Units and securities issuable upon conversion
or
exercise thereof, and until the expiration of the Restricted
Period:
(i) Subscriber,
its agents or its representatives have not and will not solicit offers to buy,
offer for sale or sell any of the Units and securities issuable
upon
4
(ii) conversion
or exercise thereof , or any beneficial interest therein in the United States
or
to or for the account of a U.S. person during the Restricted
Period;
(iii) Notwithstanding
the foregoing, prior to the expiration of the Restricted Period, the Units
and
securities issuable upon conversion or exercise thereof, may be offered and
sold
by the holder thereof only if such offer and sale is made in compliance with
the
terms of this Agreement and either: (a) if the offer or sale is within the
United States or to or for the account of a U.S. person (as such terms are
defined in Regulation S), the securities are offered and sold pursuant to an
effective registration statement or pursuant to Rule 144 under the Securities
Act or pursuant to an exemption from the registration requirements of the
Securities Act; or (b) the offer and sale is outside the United States and
to
other than a U.S. person; and
(iv) Subscriber
shall not engage in hedging transactions with regard to the Units and securities
issuable upon conversion or exercise thereof unless in compliance with the
Securities Act.
(v) The
foregoing restrictions are binding upon subsequent transferees of the Units
and
securities issuable upon conversion or exercise thereof, except for transferees
pursuant to an effective registration statement. Subscriber agrees that after
the Restricted Period, the Units and securities issuable upon conversion or
exercise thereof may be offered or sold within the United States or to or for
the account of a U.S. person only pursuant to applicable securities
laws.
(f) Subscriber
has not engaged, nor is it aware that any party has engaged, and Subscriber
will
not engage or cause any third party to engage, in any directed selling efforts
(as such term is defined in Regulation S) in the United States with respect
to
the Units and securities issuable upon conversion or exercise
thereof.
(g) Subscriber:
(i) is domiciled and has its principal place of business outside the United
States; (ii) certifies it is not an Subscriber and is not acquiring the Units
and securities issuable upon conversion or exercise thereof for the account
or
benefit of any U.S. person; and (iii) at the time of the Closing, the Subscriber
or persons acting on Subscriber's behalf in connection therewith will be located
outside the United States.
(h) At
the
time of offering to the Subscriber and communication of Subscriber's order
to
purchase the Units and securities issuable upon conversion or exercise thereof
and at the time of the Subscriber's execution of this Agreement, the Subscriber
or persons acting on Subscriber's behalf in connection therewith were located
outside the United States.
(i) Subscriber
is not a "distributor" (as defined in Regulation S) or a "dealer" (as defined
in
the Securities Act).
(j) Subscriber
acknowledges that that Issuer shall refuse to instruct its transfer agent to
register any transfer of any Units and securities issuable upon conversion
or
5
(k) exercise
thereof not made in accordance with the provisions of Regulation S, pursuant
to
registration under the Securities Act or pursuant to an available exemption
from
registration.
(l) Subscriber
is satisfied as to the full observance of the laws of its jurisdiction in
connection with any invitation to purchase the Units and securities issuable
upon conversion or exercise thereof or any use of the Agreements, including
(i)
the legal requirements within its jurisdiction for the purchase of such Units
and securities issuable upon conversion or exercise thereof, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained and (iv) the income tax and other
tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of such Units and securities issuable upon
conversion or exercise thereof. The Subscriber's payment for, and the
Subscriber's continued beneficial ownership of, Units and securities issuable
upon conversion or exercise thereof will not violate any applicable laws of
such
Subscriber's jurisdiction.
(m) The
Subscriber understands and agrees that each certificate held by Subscriber
representing Units and securities issuable upon conversion or exercise thereof,
or any other securities issued in respect of Units and securities issuable
upon
conversion or exercise thereof upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall bear the
following legend (in addition to any legend required under applicable state
securities laws):
"THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION."
9. Registration.
9.1. Piggy-Back
Registration.
If at
any time Issuer shall determine to register under the Securities Act, any shares
of its capital stock pursuant to a registration statement (other than a
registration relating solely to the sale of securities to participants in a
company employee benefits plan), Issuer will (i) promptly give written notice
to
Subscriber of its intention to file such registration statement and (ii) at
Issuer's expense (which shall include, without limitation, all registration
and
filing fees, printing expenses, fees and disbursements of counsel and
independent accountants for Issuer, and fees and expenses incident to compliance
with state securities law, but shall not include fees and disbursements of
counsel for Subscriber) include among the securities covered by the registration
statement such portions of the Units and the securities issuable upon conversion
on exercise thereof (the "Registrable
Securities")
then
held by Subscriber as shall be specified in a written request to Issuer within
thirty (30) days after the date on which Issuer gave the notice described in
(i)
above. Upon receipt of such written request (any
6
9.2. shareholder
requesting registration being individually called a "Selling
Shareholder"),
Issuer shall (i) use its reasonable best efforts to effect the registration,
qualification or compliance of the Registrable Securities under the Securities
Act and under any other applicable federal law and any applicable securities
or
blue sky laws of jurisdictions within the United States; (ii) furnish each
Selling Shareholder such number of copies of the prospectus contained in the
registration statement filed under the Securities Act (including preliminary
prospectus) in conformity with the requirements of the Securities Act, and
such
other documents as the Selling Shareholder may reasonably request in order
to
facilitate the disposition of the Registrable Securities covered by the
registration statement; and (iii) notify each Selling Shareholders, at any
time
when a prospectus relating to the Registrable Securities covered by such
registration statement is required to be delivered under the Securities Act,
of
the happening of any event as a result of which the prospectus forming a part
of
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, and (iv)
at
the request of the Selling Shareholders prepare and furnish to the Selling
Shareholders any reasonable number of copies of any supplement to or amendment
of such prospectus as may be necessary so that, as thereafter delivered to
Subscribers of the 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.
9.3. Registration
of Underwritten Offering.
If the
offering of securities to be registered by Issuer is underwritten, each Selling
shareholder shall sell the Registrable Securities to or through the
underwriter(s) of the securities being registered for the account of Issuer
or
others upon the same terms applicable to Issuer or others, and if the managing
underwriter(s) reasonably determine that all or any portion of the shares of
Registrable Securities held by the Selling Shareholders should not be included
in the registration statement, then notwithstanding anything to the contrary
in
this Section, the determination of such underwriter(s) shall be conclusive;
provided, however, that if such underwriter(s) determine that some but not
all
of the Registrable Securities of the Selling Shareholders shall be included
in
the registration statement, the number of shares of Registrable Securities
owned
by each Selling Shareholder to be included in the registration statement will
be
proportionately reduced in accordance with the respective written requests
given
as provided above.
9.4. Indemnification.
In the
event that Registrable Securities required pursuant to this Agreement are
included in a registration statement under this Section 7, Issuer will
indemnify and hold harmless each Selling Shareholder and each other person,
if
any, who controls such Selling shareholder within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several,
to
which such Selling Shareholder or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of are based upon any
untrue statement or alleged untrue statement of any material fact contained,
on
the effective date thereof, in any registration statement pursuant to which
the
Registrable Securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to
state therein a material fact required to be stated therein or necessary to
make
the statements therein not misleading, or arise out of or are based upon the
failure by Issuer to file
7
9.5. any
amendment or supplement thereto that was required to be filed under the
Securities Act, and will reimburse such Selling Shareholder and each such
controlling person for any legal or any other expenses reasonably incurred
by
them in connection with investigating or defending any such loss, claim, damage,
liability or action. Notwithstanding the foregoing, Issuer will not be liable
in
any such case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon an untrue statement or omission made in such
registration statement, preliminary prospectus, final prospectus or amendment
or
supplement in reliance upon and in conformity with written information furnished
to Issuer through an instrument duly executed by or on behalf of any Selling
Shareholder specifically for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, or amendment or
supplement.
It
shall
be a condition precedent to the obligation of Issuer to take any action pursuant
to this Section that Issuer shall have received an undertaking satisfactory
to
it from each Selling Shareholder to indemnify and hold harmless Issuer (in
the
same manner and to the same extent as set forth in this Section), each director
of Issuer, each officer who shall sign such registration statement, and any
persons who control Issuer within the meaning of the Securities Act, with
respect to any statement or omission from such registration statement,
preliminary prospectus, or any final prospectus contained therein, or any
amendment or supplement thereto, if such statement or omission was made in
reliance upon and in conformity with written information furnished to Issuer
through an instrument duly executed by the indemnifying party specifically
for
use in the preparation of such registration statement, preliminary prospectus,
final prospectus, or amendment or supplement.
Promptly
following receipt by an indemnified party of notice of the commencement of
any
action involving a claim referred to above in this Section 7.3, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of such action.
In
case any such action is brought against an indemnified party, the indemnifying
party will be entitled to participate in and to assume the defense thereof,
jointly with any other indemnifying party similarly notified, to the extent
that
it may wish, with counsel reasonably satisfactory to such indemnified party,
and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof.
10. Miscellaneous.
8
11. Remedies
Cumulative, and not Waived.
(a) No
right, power or remedy conferred upon any party shall be exclusive, and each
such right, power or remedy shall be cumulative and in addition to every other
right, power or remedy, whether conferred hereby or by any such security or
now
or hereafter available at law or in equity or by statute or otherwise. (b)
No
course of dealing between the parties or the holder of any Units purchased
pursuant to this Agreement, and no delay in exercising any right, power or
remedy conferred hereby or by any such security or now or hereafter existing
at
law or in equity or by statute or otherwise, shall operate as a waiver of or
otherwise prejudice any such right, power or remedy; provided, however, that
this Section 8.1 shall not be construed or applied so as to negate the
provisions and intent of any statute which is otherwise applicable.
11.1. Changes.
Waivers. etc.
Neither
this Agreement nor any provision hereof may be changed, waived, discharged
or
terminated orally, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
11.2. Notices.
All
communications hereunder shall be in writing and if sent to the Subscriber,
shall be sufficient in all respects if personally delivered, sent by registered
mail, or by telecopy and confirmed to the Subscriber at the address set forth
on
the Signature Page, or if sent to Issuer, shall be personally delivered, sent
by
registered mail, or by telecopy and confirmed to Issuer as follows:
|
Positron
Corporation
|
||
|
0000
Xxxxxxx Xxxxx Xxxxx, Xxxxx
000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
||
|
Telephone:
(000) 000-0000
|
||
|
Facsimile:
(000) 000-0000
|
11.3. Survival
of Representations and Warranties, etc.
All
representations and warranties contained herein shall survive the execution
and
delivery of this Agreement, any investigation at any time made by Subscriber
or
on its behalf, and the sale and purchase of the Units. All statements contained
in any certificate, instrument or other writing delivered by or on behalf of
Issuer pursuant hereto or in connection with or contemplation of the
transactions herein contemplated (other than legal opinions) shall constitute
representations and warranties by Issuer hereunder and not by the individual
officer who signed the certificate, instrument or writing by or on behalf of
Issuer.
11.4. Parties
in Interest.
All the
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto, whether so expressed or not, and, in particular, shall inure
to
the benefit of and be enforceable by the current holder or holders of any of
the
Units.
11.5. Headings.
The
headings of the Sections and paragraphs of this Agreement have been inserted
for
convenience of reference only and do not constitute a part of this
Agreement.
9
11.6. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California, without regard to principles of conflicts of
law.
11.7. Counterparts.
This
Agreement may be executed concurrently 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.
11.8. Entire
Agreement.
This
Assignment contains and constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof, and supersedes all prior
understandings, if any, with respect thereto.
11.9.
Severability.
In the
event that any part of this Agreement is determined by a court of competent
jurisdiction to be unenforceable, the balance of the Agreement shall remain
in
full force and effect.
11.10. Acceptance.
Execution of this Agreement and tender of the payment for the Units above shall
constitute an irrevocable offer which the Issuer may accept or reject;
acceptance by the Issuer shall be evidenced by the Issuer's execution and
delivery to such Subscriber of the Issuer's Acceptance on the signature of
this
Agreement.
[Remainder
of page intentionally left blank]
10
PLEASE
SPECIFY THE TYPE
OF OWNERSHIP FOR THE UNITS - CHECK ONE*
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_______
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Individual
Ownership
|
_______
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Partnership
|
_______
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Joint
Tenants with Right of Survivorship (both parties must
sign)
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_______
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Corporation
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_______
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Trust
or Pension Plan
|
_______
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Community
Property (Spouse's signature required)
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_______
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Tenants-in-common
(both parties must sign)
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_______
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Individual
Retirement Account
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_______
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Limited
Liability Company
|
____________________
* Where
the
purchase is being made by an entity, a copy of Articles of Incorporation,
Bylaws
and Corporate Resolution, Partnership Agreement, Trust Agreement or LLC
Agreement, as applicable, must be attached.
11
I
have
executed this Unit Subscription Agreement on ____________________, 2005, after
receiving and carefully reading and reviewing the Memorandum and appendices
thereto.
Subscription
Amount $_______________
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FOR
INDIVIDUAL SUBSCRIBERS
|
||
|
Signature
of Subscriber
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Signature
of Subscriber's Spouse (if applicable)
|
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Printed
Name of Subscriber
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Printed
Name of Subscriber's Spouse
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Subscriber's
Social Security No.
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Social
Security No. of Subscriber's Spouse
|
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Principal
Residence Address (not P.O. Box)
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Mailing
Address (if different)
|
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City
State
Zip
|
City
State
Zip
|
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FOR
CORPORATE, PARTNERSHIP, TRUST OR LIMITED LIABILITY COMPANY
SUBSCRIBERS
|
||
|
Print
Name of Subscriber
|
Taxpayer
ID of Subscriber
|
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Signature
of Person Authorized to Sign for Subscriber
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Principal
Office Address
|
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Printed
Name and Position of Person Authorized to Sign
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City
State
Zip
|
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12
ISSUER
ACCEPTANCE
Positron
Corporation, a Texas corporation, hereby accepts the foregoing Unit Subscription
Agreement as of ________________, 2005.
|
POSITRON CORPORATION,
a Texas corporation
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| By: |
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Name:
Title:
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13
