SUBSCRIPTION AGREEMENT & CONFIDENTIONAL QUESTIONAIRE
Re: Private placement of Units, each Unit consisting of a 8%
$30,000 Promissory Note, 9,000 shares of Common Stock and
a warrant to purchase 3,000 shares of Common Stock
---------------------------------------------------------
Dear Subscriber:
TTR Inc., a Delaware corporation (the "Company"), is offering a minimum
of four (4) units up to a maximum of fifty (50) units (the "Units"), each Unit
consisting of (i) a 8% $30,000 promissory note, (ii) 9,000 shares of Company
Common Stock, par value $0.001 (the "Common Stock) and (iii) a warrant to
purchase 3,000 shares of Common Stock at an exercise price of $6.00 per share,
all as described more particularly in the Private Placement Memorandum, dated
December 1, 1998, accompanying this Subscription Agreement (the "Memorandum"),
through Roan Capital Partners LP. as exclusive placement agent. The Notes,
Shares and warrants are collectively referred to herein as the "Securities".
The Units are being offered on a "best efforts" basis, during an
offering period commencing on the date hereof and expiring on December 31, 1998,
subject to two sixty day extensions by the Company and the Placement Agent. The
Company expects to hold an interim closing of this Offering at such time as
subscriptions for 4 Units have been accepted by the Company. The final closing
of this Offering is expected to occur on or about December 31, 1998, when all 50
Units have been placed, subject to extensions as provided above. The Company and
the Placement Agent may extend the Offering or may cancel the Offering, rescind
any subscription and return funds received without deductions or interest. The
price for each Unit shall be payable upon execution of the Subscription
Agreement. The Company may accept subscription for fractional Units.
Pending the initial closing and any interim closings thereafter, each
prospective investor's payment accompanying the investor's Subscription
Agreement will be deposited in a segregated, non-interest bearing escrow. The
terms of the offering and of an investment in the Company are more fully
described in the Offering Materials. A check made to the order of "American
Stock Transfer & Trust Company" as agent for TTR Inc. in the amount equal to the
purchase price for the amount hereby subscribed for should accompany this
Subscription Agreement. In lieu of a check, a wire transfer can be made to
American Stock Transfer & Trust Company in accordance with the instructions of
the Placement Agent.
You have indicated your desire to participate in this private offering
and to subscribe to and agree to purchase Units in the principal amount of
$___________, receipt of which the Company acknowledges.
The Company will advise the Subscriber within 10 days after
receipt of this subscription whether this subscription has been accepted or
rejected. If this subscription is rejected, or if the offering is withdrawn, the
Company will return the amount paid by the Subscriber herewith as promptly as
practicable, without interest or deduction, and this subscription thereby shall
be canceled and of no further force or effect. If this subscription is rejected
or if the offering is withdrawn, the Subscriber agrees to return to the Company
the Offering Materials and all other documents concerning the offering. The
Subscriber may not withdraw this subscription or any amount paid pursuant
thereto except as otherwise provided below.
Neither the Units nor the securities underlying the Units have
been registered under the registration provisions of the Securities Act of 1933,
as amended (the "Act"), and
are being offered and sold by the Company in reliance upon an exemption from
registration under Section 4(2) and 4(6) of the Act, and Regulation D
promulgated thereunder.
As an inducement to the company to accept your subscription,
you represent and warrant as follows:
(A) You acknowledge and understand that the offering and sale of the
Units are intended to be exempt from registration under the Act, by virtue of
Sections 4(2) and 4(6) of the Act and Regulation D promulgated thereunder
("Regulation D") and, in accordance therewith and in furtherance thereof, you
represent and warrant agree with the Company as follows [Please check statements
applicable to you]:
The undersigned is an accredited investor because the
undersigned is (check appropriate item):
__ (a) A Savings and loan association or other institution specified
in Section 3(a)(5)(A) of the Act whether acting in its individual
or fiduciary capacity; a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934; a plan
established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of employees, if such
plan has total assets in excess of $5,000,000; an employee
benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section 3(21)
of such Act, which is a savings and loan association, or if the
employee benefit plan has total assets excess of $5,000,000 or,
if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;
__ (b) A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
__ (c) An organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, or partnership, not formed
for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000;
__ (d) A director or executive officer of the Company;
__ (e) A natural person whose net worth, or joint net worth with
that person's spouse, at the time of his or her purchase exceeds
$1,000,000;
__ (f) 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 that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year;
__ (g) A trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii); and
__ (h) An entity in which all of the equity owners are accredited
investors. (If this alternative is checked, you must identify
each equity owner and provide statements signed by each
demonstrating how each qualifies as an accredited investor.)
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_____ You confirm that you have the capacity to protect your own interests
in connection with this transaction by reason of your business and
financial experience.
_____ You are able to bear the financial and economic risk of your
investment and bear the risk of the loss of your entire investment.
_____ Your investment does not exceed 10% of your net worth or joint net
worth with that of your spouse.
In addition to the above criteria, if you are a resident of the
Commonwealth of Pennsylvania, you represent that you will not sell or transfer
the Securities purchased for a period of twelve (12) months after the date of
purchase thereof unless they are subsequently registered under the Pennsylvania
Act of 1972 or under the Act. Moreover, you represent that you have been advised
of your right to withdraw acceptance of our offer to purchase the Units within
two (2) business days of the date receipt by the issuer of my binding contract
of purchase.
(B) You have such knowledge and experience in financial and business
matters as is required for evaluating the merits and risks of making this
investment., and you or your representatives have received such information
requested by you concerning the business, management and financial affairs of
the Company in order to evaluate the merits and risks of making this investment.
Further, you acknowledge that you, your attorney, accountant or adviser have had
the opportunity to ask questions of, and receive answers from, the officers of
the Company concerning the terms and conditions of this investment and to obtain
information relating to the organization, operation and business of the Company
and of the Company's contracts, agreements and obligations. Except as
specifically set forth herein, no representation of warranty is made by the
Company to induce you to make this investment, and any representation or
warranty not made herein is specifically disclaimed.
(C) You are making this investment for your own account and are purchasing
the Units for investment purposes only and not with a present view to the resale
or other distribution thereof:
(D) You are making the foregoing representations and warranties with the
intent that they may be relied upon by the Company in determining the
suitability of the sale Units to you for purposes of federal and state
securities laws.
(E) You further acknowledge that you have been advised that the Units or
the securities underlying the Units have not been registered under the
provisions of the Act and that the Company has represented to you that the Units
have been offered and sold by the Company in reliance upon an exemption from
registration provided in Section 4(2) and 4(6) of the Act and Section 25102 (f)
of the Code.
(F) In entering into this Agreement and in purchasing the Units, you
further acknowledge that:
(i) The Company has informed you that the Units have not been offered
for sale by means of general advertising or solicitation.
(ii) the Units may not be resold by you in absence of registration
under the Act or an available exemption from registration.
(iii) The following legend shall be placed on the Certificate(s)
evidencing the securities underlying the Units:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."
(iv) The Company may place a stop transfer order on its transfer books
against the transfer of the securities underlying the Units. Such stop
order will be removed, and further transfer of the Units or securities
underlying the Units will be permitted upon an effective registration of
the Units (as to the Company has no obligation to file), or the receipt by
the Company of an opinion of counsel that such further transfer may be
effected pursuant to an applicable exemption from registration.
(v) The purchase of the Units involves risks which you have evaluated,
and you are able to bear the economic risk of the purchase of the Units.
You have been advised of the current financial condition of the Company and
of the possible adverse effects of such financial condition on the
Company's general business.
(G) The undersigned has completed the accompanying Investor Questionnaire
and has delivered it herewith and represents and warrants that it accurately
sets forth the financial condition on the date hereof. The undersigned has no
reason to expect there will be any material adverse change in his or her
financial condition and will advise the Company of any such changes occurring
prior to acceptance of my subscription.
(H) The undersigned has relied only on the information otherwise provided
to him or her in writing by the Company relating to this investment.
(I) The undersigned understands that all documents, records, and books
pertaining to this investment have been made available for inspection by him or
her, his or her attorney and/or his or her accountant.
(J) The undersigned has had a reasonable opportunity to ask questions of
and receive answers from a person acting on behalf of the Company concerning the
offering of the Units and all such questions have been answered to the full
satisfaction of the undersigned.
(K) The undersigned is not purchasing the Units as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, any seminar or meeting, or any solicitation of a
subscription by a person not previously known to the undersigned in connection
with investments in securities generally.
(L) The undersigned has reached the age of majority in the state in which
the undersigned resides, has adequate means of providing for the undersigned's
current needs and personal contingencies, is able to bear the substantial
economic risks of an investment in the Units for an indefinite period of time,
has no need for liquidity in such investment, and the undersigned is prepared to
lose his or her entire investment in the Units.
(M) The undersigned's overall investments that are not readily marketable
is not, and his acquisition of the Units will not count such overall commitment
to become, disproportionate to his or her net worth.
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You acknowledge that you have made your own investigation concerning the
business and affairs of the Company and in that connection, you acknowledge the
previous receipt of the Offering Materials.
(N) The undersigned agrees to indemnify and hold harmless the Company and
the Placement Agent, the officers, directors, and affiliates of the Company or
the Placement Agent, and each other person , if any, who controls the Company or
the Placement Agent, within the meaning of Section 15 of the Act, against any
and all loss, liability, claim, damage and all expenses 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 or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
this transaction.
(O) The undersigned hereby acknowledges and agrees, subject to any
applicable state securities law, the subscription and application hereunder are
irrevocable, that the undersigned is not entitled to cancel, terminate or revoke
this Subscription Agreement or any agreements of the undersigned hereunder and
that this Subscription Agreement and such other agreements shall survive the
death or disability of the undersigned and shall be binding upon and inure to
the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives, and assigns. If the undersigned is more than
one person, the obligations of the undersigned hereunder shall be joint and
several, and the agreements, representations, warranties, and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, administrators, successors, legal
representatives, and assigns.
(P) The undersigned is not relying on the Company or any agent thereof
with respect to the financial or tax considerations with respect to an
investment in the Securities.
(Q) The undersigned shall provide, upon request, such information and
execute and deliver such documents as may be reasonably requested to comply with
all laws to which the Company may be subject, including without limitation, such
additional information as the Company may deem appropriate.
(R) The execution, delivery and performance of this Agreement by the
undersigned (i) will not constitute a default under or conflict with any
agreement or instrument to which the undersigned is a party or by which it or
its assets are bound, (ii) will not conflict with or violate any order,
judgment, decree, statute, ordinance or regulation applicable to the undersigned
(including, without limitation, any applicable laws relating to permissible
legal investments) and (iii) do not require the consent of any person or entity.
This Agreement has been duly authorized, executed and delivered by the
undersigned and constitutes the valid and binding agreement of the undersigned
enforceable against it in accordance with its terms.
(S) The undersigned has not retained, or otherwise entered into any
agreement or understanding with, any broker or finder in connection with the
purchaser of Securities by the undersigned other than Roan Capital Partners
L.P., and the undersigned acknowledges that the Company will not incur any
liability for any fee, commission or other compensation on account of any such
retention, agreement or understanding by the undersigned other than to Roan
Capital Partners L.P.
(T) The representations, warranties and agreements of the undersigned
contained herein shall be true and correct in all materials respects on and as
of the Closing Date of the sale of the Securities as if made on and as of such
date and shall survive the execution and delivery of this Agreement and the
purchase of the Securities.
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Neither this Subscription 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 such waiver, modification,
discharge, or termination is sought.
Any notice, demand or other communication which any party hereto may
be required, or may elect, to give to anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
box, stamped, registered or certified mail, return receipt requested, addressed
to such address as may be listed on the books of the Company or (b) delivered
personally at such address.
This Subscription Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, or all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the same
counterpart.
This Subscription Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
Each provision of this Subscription Agreement is intended to be
severable from every other provisions, and the invalidity or illegality of any
portion hereof, shall not affect the validity or legality of the remainder
hereof.
This Subscription Agreement is not transferable or assignable by the
undersigned except as may be provided herein.
This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of New York as applied to residents of
that state executing contracts wholly to be performed in that state.
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We would appreciate your countersigning and returning two copies of this
Subscription Agreement. A countersigning copy of this Subscription Agreement
will be returned to you, together with certificates for the securities
underlying the Unit purchased. For the purpose of having the certificates for
the securities prepared, please indicate the exact manner in which the
certificates representing the Units is to be made out in the space provided for
below.
Date Executed: ______________, 1998.
Very truly yours,
TTR Inc.
By: ________________
Name: Xxxx Xxxxxxx
Title: President
AGREED TO AND ACCEPTED:
(INDIVIDUAL) (CORP., PRTSHP OR TRUST)
------------------- ------------------------------
Signature of Subscriber Name of Corp., Prtshp or Trust
By: ____________________
Name:
Title:
When signing as guardian, executor, administrator, attorney, trustee, custodian,
or in any other similar capacity, please give full title. If a corporation, sign
in full corporate name by president or other authorized officer, giving title,
and affix corporate Fed. Ident. No. and seal if appropriate. If a partnership,
sign in partnership name by authorized person. In the case of joint ownership,
each Joint owner must sign.
Certificate for Units to be made out as follows:
-------------------
Name
---------------------------------------------------------
Address & Fax
----------------------------------------- -------------
Social Security No. or Federal Ident. No. Telephone No.
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THE SECURITIES OFFERED PURSUANT TO THE CONFIDENTIAL MEMORANDUM DATED
DECEMBER 1, 1998 AND THE EXHIBITS ATTACHED THERETO (COLLECTIVELY, THE "OFFERING
MATERIALS") HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION"), NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. NO STATE SECURITIES LAW
ADMINISTRATOR HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR THE ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
THE SECURITIES OFFERED HEREBY ARE BEING OFFERED PURSUANT TO AN
EXEMPTION FROM THE REGISTERATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT") AND APPLICABLE STATE SECURITIES LAWS FOR NON-PUBLIC
OFFERINGS. SUCH EXEMPTIONS LIMIT THE TYPES OF INVESTORS TO WHICH THE OFFERING
WILL BE MADE AND RESTRICT SUBSEQUENT TRANSFER OF THE UNITS AND SECURITIES
UNDERLYING THE UNITS.
THE SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO
CAN AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS WILL BE
REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF
THIS OFFERING.
NO SECURITIES MAY BE RESOLD OR OTHERWISE DISPOSED OF BY AN INVESTOR
UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION
UNDER THE APPLICABLE FEDERAL OR STATE SECURITIES LAW IS NOT REQUIRED OR
COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.
THE OFFEREE, BY ACCEPTING DELIVERY OF THE OFFERING MATERIALS, AGREES TO
RETURN THE OFFERING MATERIALS AND ALL ACCOMPANYING OR RELATED DOCUMENTS TO THE
COMPANY UPON REQUEST IF THE OFFEREE DOES NOT AGREE TO PURCHASE ANY OF THE
SECURITIES OFFERED HEREBY.
THE OFFERING MATERIALS ARE SUBMITTED IN CONNECTION WITH THE PRIVATE
PLACEMENT OF THE SECURITIES AND DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT
AUTHORIZED. IN ADDITION, THE OFFERING MATERIALS CONSTITUTE AN OFFER ONLY IF A
NAME AND IDENTIFICATION NUMBER APPEAR IN THE APPROPRIATE SPACES PROVIDED ON THE
COVER PAGE OF THE CONFIDENTIAL TERM SHEET AND CONSTITUTE AN OFFER ONLY TO THE
PERSON WHOSE NAME APPEARS THEREON. ANY REPRODUCTION OR DISTRIBUTION OF THE
OFFERING MATERIALS IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR
CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THECOMPANY, IS PROHIBITED. ANY
PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF AND THE
COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.
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BLUE SKY LEGENDS
NOTICE TO PRESIDENTS OF ALL STATES
THE UNITS AND SECURITIES UNDERLYING THE UNITS ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
FOR NEW YORK RESIDENTS
THIS OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY
GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL
FOR RESIDENTS OF CONNECTICUT
THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION AND
HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM
SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
FOR FLORIDA RESIDENTS
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT IN
RELIANCE UPON EXEMPTION PROVISIONS THEREIN. SECTION 517.061 (11) (A) (5) OF THE
FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE "FLORIDA ACT") PROVIDES THAT
ANY PURCHASER OF SECURITIES IN FLORIDA WHICH ARE EXEMPTED FROM REGISTRATION
UNDER SECTION 517.061 (11) OF THE FLORIDA ACT MAY WITHDRAW HIS SUBSCRIPTION
AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN THREE BUSINESS
DAYS AFTER HE TENDERS CONSIDERATION FOR SUCH SECURITIES. THEREFORE ANY FLORIDA
RESIDENT WHO PURCHASES SECURITIES IS ENTITLED TO EXERCISE THE FOREGOING
STATUTORY RECISSION RIGHT WITHIN THREE BUSINESS DAYS AFTER TENDERING
CONSIDERATION FOR THE
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INVESTMENT PACKAGES BY TELEPHONE, TELEGRAM, OR LETTER NOTICE TO THE COMPANY AT
THE ADDRESS OR TELEPHONE NUMBER PROVIDED IN THIS MEMORANDUM. ANY TELEGRAM OR
LETTER SHOULD BE SENT OR POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS DAY.
A LETTER SHOULD BE MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE
ITS RECEIPT AND TO EVIDENCE THE TIME OF MAILING. ANY ORAL REQUEST SHOULD BE
CONFIRMED IN WRITING.
FOR PENNSYLVANIA RESIDENTS
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT.
THE SECURITIES PURCHASED HEREUNDER CANNOT BE SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION UNDER THE PENNSYLVANIA SECURITIES ACT OR UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE REGULATORY SECURITIES AUTHORITY OF
THE COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES NOR PASSED UPON THE MERITS OF THIS OFFERING OR THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SALES OF THESE SECURITIES TO THE RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA
ARE SUBJECT TO THE FOLLOWING CONDITIONS:
(1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE SECURITIES MUST AGREE IN
WRITING NOT TO SELL OR TRANSFER THESE SECURITIES FOR A PERIOD OF 12 MONTHS FROM
THE DATE OF THE CLOSING OF THE SALE OF THE SECURITIES OFFERED HEREBY IF SUCH
SALE OR TRANSFER WOULD VIOLATE SECTION 203 (D) OF THE PENNSYLVANIA SECURITIES
ACT OR THE REGULATIONS THEREUNDER; AND
(2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES HAS THE RIGHT,
PURSUANT TO SECTION 207 (M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO
WITHDRAW HIS SUBSCRIPTION, AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN
TWO BUSINESS DAYS AFTER THE DATE OF RECEIPT BY THE ISSUER OF THE INVESTOR'S
EXECUTED SUBSCRIPTION AGREEMENT. WITHDRAWAL WILL BE WITHOUT ANY FURTHER
LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY
SEND A LETTER OR TELEGRAM INDICATING HIS INTENTION TO WITHDRAW TO:
TTR Inc
The Columbus Circle Building
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: 000-000-0000
SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO
TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST
ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST.
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FOR TENNESSEE RESIDENTS ONLY
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT MAY BE REQUIRED TO BEAR THE FINANCIAL
RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR TEXAS RESIDENTS ONLY
EACH PURCHASER OF THE UNITS MUST BEAR THE ECONOMIC RISKS OF AN INVESTMENT IN
SUCH SECURITIES FOR AN INDEFINITE PERIOD OF TIME PRIOR TO ANY SUBSEQUENT RESALE
OF SUCH UNITS BECAUSE THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
LAWS OF TEXAS OR THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD
BY A PURCHASER THERETO EXCEPT IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER THE SECURITIES LAWS OF TEXAS AND THE SECURITIES ACT OF 1933 OR PURSUANT TO
AN EFFECTIVE REGISTRATION THEREUNDER.
FOR CALIFORNIA RESIDENTS
IT IS UNLAWFUL TO CONSUMMATE A SALE OF THE UNITS OR ANY INTEREST THEREIN OR TO
RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSIONER'S
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