EXHIBIT 4.01
Form of Subscription Agreement between
MDC and each of the purchasers of the
1,000,000 shares of MDC common stock
NAME OF SUBSCRIBER: __________________
To: THE MED-DESIGN CORPORATION
Fine Equities, Inc.
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
THE MED-DESIGN CORPORATION
SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
SECTION 1.
1.1 Subscription. The undersigned, intending to be legally bound, hereby
irrevocably subscribes for and agrees to purchase $________ of shares (the
"Shares") of common stock (the "Common Stock") of the Med-Design Corporation
(the "Company") at a price per share equal to approximately 87% of the closing
bid price of the Common Stock on the trading immediately preceding the closing
(the "Closing"). Fine Equities, Inc. (the "Placement Agent") has been retained
by the Company as exclusive placement agent for the offer and sale of up to
$5,000,000 of Shares on a "best efforts" basis. The minimum purchase of Shares
is $50,000, subject to the Placement Agent's discretion. Unless otherwise
indicated all capitalized terms not defined herein shall have the same meanings
and definitions as set forth in the Memorandum.
1.2 Purchase of Shares.
Payment for the Shares shall be by wire transfer only in accordance with
the instructions of the Placement Agent, together with an executed copy of this
Agreement and any other required documents.
SECTION 2.
2.1 Acceptance or Rejection.
(a) The undersigned understands and agrees that the Company reserves the
right to reject this subscription for the Shares in whole or part, if, in its
reasonable judgment, it deems such action in the best interest of the Company,
at any time prior to the Closing, notwithstanding prior receipt by the
undersigned of notice of acceptance of the undersigned's subscription.
(b) The undersigned understands and agrees that subscriptions may be
revoked by the undersigned provided that written notice of revocation is sent by
certified or registered mail,
return receipt requested, and is received by the Placement Agent at least
two business days prior to the Closing.
(c) In the event of rejection of this subscription, or in the event the
sale of the Shares subscribed for by the undersigned is not consummated by the
Company for any reason (in which event this Subscription Agreement shall be
deemed to be rejected), this Subscription Agreement and any other agreement
entered into between the undersigned and the Company relating to this
subscription shall thereafter have no force or effect and the Company shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest thereon or
deduction therefrom.
2.2 Closing; Closing Date.
The closing (the "Closing") of the purchase and sale of the Shares
following the acceptance by the Company of the undersigned's subscription, as
evidenced by the Company's execution of this Subscription Agreement, shall take
place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP counsel to the
Placement Agent, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other
place as determined by the Placement Agent, on such date as is mutually agreed
to by the Company and the Placement Agent. At the Closing of the purchase and
sale of the Shares subscribed to by the undersigned, the Company shall prepare
for delivery to the undersigned the certificates for the Shares to be issued and
sold to the undersigned, duly registered in the undersigned's name against
payment in full by the undersigned of the aggregate purchase price of the
Shares.
SECTION 3.
3.1 Investor Representations and Warranties.
The undersigned hereby acknowledges, represents and warrants to, and agrees
with, the Company and its affiliates as follows:
(a) The undersigned is acquiring the Shares for his own account as
principal, not as a nominee or agent, for investment purposes only, and not with
a view to, or for, resale, distribution or fractionalization thereof in whole or
in part and no other person has a direct or indirect beneficial interest in such
Shares or any of the components of the Shares. Further, the undersigned does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Shares for which the undersigned is subscribing or
any of the components of the Shares.
(b) The undersigned has full power and authority to enter into this
Agreement, the execution and delivery of this Agreement has been duly
authorized, if applicable, and this Agreement constitutes a valid and legally
binding obligation of the undersigned.
(c) The undersigned acknowledges his understanding that the offering and
sale of the Shares is intended to be exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") by virtue of Section
4(2) of the Securities Act and the provisions of Regulation D promulgated
thereunder ("Regulation D"). In furtherance thereof, the undersigned represents
and warrants to and agrees with the Company and its affiliates as follows:
(i) The undersigned realizes that the basis for the exemption may not
be present if, notwithstanding such representations, the undersigned has in
mind merely acquiring Shares for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise. The
undersigned does not have any such intention.
(ii) The undersigned has the financial ability to bear the economic
risk of his investment, has adequate means for providing for his current
needs and personal contingencies and has no need for liquidity with respect
to his investment in the Company;
(iii) (insert name of Purchaser Representative: if none, so state) has
acted as the undersigned's Purchaser Representative for purposes of the
private placement exemption under the Securities Act. If the undersigned
has appointed a Purchaser Representative (which term is used herein with
the same meaning as given in Rule 501(h) of Regulation D), the undersigned
has been advised by his Purchaser Representative as to the merits and risks
of an investment in the Company in general and the suitability of an
investment in the Shares for the undersigned in particular; and
(iv) The undersigned (together with his Purchaser Representative(s),
if any) has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the prospective
investment in the Shares. If other than an individual, the undersigned also
represents it has not been organized for the purpose of acquiring the
Shares.
(d) The information in the Accredited Investor Questionnaire completed and
executed by the undersigned is substantially in the form of the Accredited
Investor Questionnaire included as an exhibit to the Memorandum (the "Accredited
Investor Questionnaire") and is accurate and true in all respects and the
undersigned is an "accredited investor," as that term is defined in Rule 501 of
Regulation D.
(e) The undersigned and his Purchaser Representative, if any:
(i) Have been furnished with the Memorandum, including all exhibits
thereto and any documents which may have been made available upon request
for a reasonable time prior to the date hereof and the undersigned or his
Purchaser Representative(s) have carefully read the Memorandum and
understands and have evaluated the risks set forth under "Risk Factors" and
the considerations described in the Memorandum and have relied solely
(except as indicated in subsections (ii) and
(iii) below) on the information contained in the Memorandum (including all
exhibits thereto);
(ii) Have been provided an opportunity for a reasonable time prior to
the date hereof to obtain additional information concerning the offering of
the Shares, the Company and all other information to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense;
(iii) Have been given the opportunity for a reasonable time prior to
the date hereof to ask questions of, and receive answers from, the Company
or its representatives concerning the terms and conditions of the offering
of the Shares and other matters pertaining to this investment, and have
been given the opportunity for a reasonable time prior to the date hereof
to obtain such additional information necessary to verify the accuracy of
the information contained in the Memorandum or that which was otherwise
provided in order for him to evaluate the merits and risks of purchase of
the Shares to the extent the Company possesses such information or can
acquire it without unreasonable effort or expense;
(iv) Have not been furnished with any oral representation or oral
information in connection with the offering of the Shares which is not
contained in the Memorandum; and
(v) Have determined that the Shares are a suitable investment for the
undersigned and that at this time the undersigned could bear a complete
loss of such investment.
(f) The undersigned is not relying on the Company, or its affiliates with
respect to economic considerations involved in this investment. The Undersigned
has relied on the advice of, or has consulted with only those persons, if any,
named as Purchaser Representative(s) herein and in the Accredited Investor
Questionnaire. Each Purchaser Representative is capable of evaluating the merits
and risks of an investment in the Shares on the terms and conditions set forth
in the Memorandum and each Purchaser Representative has disclosed to the
undersigned in writing (a copy of which is annexed to this Agreement) the
specific details of any and all past, present or future relationships, actual or
contemplated, between himself and the Company or any affiliate or subsidiary
thereof.
(g) The undersigned represents, warrants and agrees that he will not sell
or otherwise transfer the Shares without registration under the Securities Act
or an exemption therefrom and fully understands and agrees that he must bear the
economic risk of his purchase because, among other reasons, the Shares have not
been registered under the Securities Act or under the securities laws of any
state and, therefore, cannot be resold, pledged, assigned or otherwise disposed
of unless they are subsequently registered under the Securities Act and under
the applicable securities laws of such states or an exemption from such
registration is available. In particular, the undersigned is aware that the
Shares are "restricted securities," as such term is defined in Rule 144
promulgated under the Securities Act ("Rule 144"), and they may not be sold
pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The
undersigned also understands that, except as otherwise
provided herein, the Company is under no obligation to register the Shares
on his behalf or to assist him in complying with any exemption from registration
under the Securities Act or applicable state securities laws. The undersigned
further understands that sales or transfers of the Shares are further restricted
by state securities laws and the provisions of this Agreement.
(h) No representations or warranties have been made to the undersigned by
the Company, or any officer, employee, agent, affiliate or subsidiary of the
Company, other than the representations of the Company contained herein and in
the Memorandum, and in subscribing for Shares the undersigned is not relying
upon any representations other than those contained herein or in the Memorandum.
(i) Any information which the undersigned has heretofore furnished to the
Company with respect to his financial position and business experience is
correct and complete as of the date of this Agreement and if there should be any
material change in such information he will immediately furnish such revised or
corrected information to the Company.
(j) The undersigned understands and agrees that the Shares shall bear the
following legend until (i) such securities shall have been registered under the
Securities Act and effectively been disposed of in accordance with the
registration statement; or (ii) in the opinion of counsel for the Company or
other counsel reasonably acceptable to the Company, such securities may be sold
without registration under the Securities Act as well as any applicable "Blue
Sky" or state securities laws:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO
A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME
EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii)
PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE
WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED
DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE
SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR
SECURITIES LAW."
(k) The undersigned understands that an investment in the Shares is a
speculative investment which involves a high degree of risk of loss of his
entire investment.
(l) The undersigned's overall commitment to investments which are not
readily marketable is not disproportionate to the undersigned's net worth, and
an investment in the Shares will not cause such overall commitment to become
excessive.
(m) The undersigned hereby authorizes and appoints the Placement Agent as
its agent. The Placement Agent and its officers shall not be liable for any
action taken or omitted
hereunder, or for the misconduct of any employee, agent or attorney
appointed by it or them, except in the case of willful misconduct or gross
negligence. The Placement Agent and its officers shall be entitled to consult
with counsel of its or their own choosing and shall not be liable for any action
taken, suffered or omitted by it or them in accordance with the advice of
counsel.
(n) The foregoing representations, warranties and agreements shall survive
the execution and delivery of this Agreement and the Closing.
SECTION 4.
4.1 The Company's Registration.
As soon as practicable after the Closing and in any event not later than 30
days thereafter, the Company shall prepare and file with the Commission, a
registration statement and such other documents, including a prospectus, as may
be necessary in the opinion of both counsel for the Company and counsel for the
Placement Agent and the holders of the Shares (the "Registration Rights
Holders"), in order to comply with the provisions of the Securities Act, so as
to permit a public offering and sale of the holders' securities (the
"Registration Rights Securities") for a consecutive period ending twenty-four
(24) months after the Closing. The costs and expenses associated with the
preparation, filing and prosecution of such registration statement(s) shall be
borne by the Company.
4.2 Demand Registration.
(i) In the event the registration statement referred to in Section 4.1 does
not become effective within two (2) months after the Closing or the
effectiveness thereof is not maintained, Registration Rights Holders
representing a Majority (as hereinafter defined) of the Registration Rights
Securities shall have the right, exercisable by written notice to the Company,
to have the Company prepare and file with the Commission, a registration
statement and such other documents, including a prospectus, as may be necessary
in the opinion of both counsel for the Company and counsel for the Placement
Agent and the Registration Rights Holders in order to comply with the provisions
of the Securities Act, so as to permit a public offering and sale of the
Registerable Rights Securities, for a consecutive period ending twenty-four (24)
months after the Closing by such Registration Rights Holders and any other
Registration Rights Holders who notify the Company within ten (10) days after
receiving notice from the Company of such registration request, as set
forth below.
(ii) The Company covenants and agrees to give written notice of any
registration request under this Section 4.2 by any Registration Rights Holder to
all other Registration Rights Holders within ten (10) days from the date of the
receipt of any such registration request.
(iii) The Company shall use its best efforts to file a registration
statement within thirty (30) days of receipt of any demand therefor and to have
any registration statement declared effective at the earliest possible time. The
Company shall furnish each Registration Rights
Holder desiring to sell Registration Rights Securities such number of
prospectuses as shall reasonably be requested.
4.3 Piggyback Registration.
(i) If, at any time commencing three months after the Closing and expiring
five (5) years thereafter, any of the Registration Rights Securities are
"restricted securities" within the meaning of the Rules and Regulations, and the
Company proposes to register any of its securities under the Securities Act
(other than in connection with a merger, acquisition or exchange offer on Form
S-4 or pursuant to Form S-8 or successor forms) it will give written notice by
registered or certified mail, at least thirty (30) days prior to the filing of
each such registration statement, to the Registration Rights Holders of its
intention to do so. Upon the written request of any Registration Rights Holder
given within ten (10) days after receipt of any such notice of his or her desire
to include any Registration Rights Securities in such proposed registration
statement, the Company shall afford the Registration Rights Holders the
opportunity to have any such Registration Rights Securities registered under
such registration statement.
(ii) Notwithstanding the provisions of this Section 4.3, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 4.3 (irrespective of whether a written request for inclusion of any
such securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.
4.4 Covenants with Respect to Registration.
In connection with any registration under any of Sections 4.1, 4.2 and 4.3
hereof, the Company covenants and agrees as follows:
(a) The Company shall pay all costs, (excluding fees and expenses of
Registration Rights Holder(s)' counsel and any underwriting or selling
commissions or other charges of any broker-dealer acting on behalf of
Registration Rights Holder(s)), fees and expenses in connection with all
registration statements filed pursuant to any of Sections 4.1, 4.2 and 4.3
hereof including, without limitation, the Company's legal and accounting
fees, printing expenses and blue sky fees and expenses.
(b) The Company will take all necessary action which may be required
in qualifying or registering the securities included in a registration
statement for offering and sale under the securities or blue sky laws of
such states as reasonably are requested by the Registration Rights
Holder(s), provided that the Company shall not be obligated to qualify as a
foreign corporation to do business under the laws of any such jurisdiction.
(c) The Company shall indemnify the Registration Rights Holder(s) and
each person, if any, who controls such Registration Rights Holder(s) within
the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become
subject under the Securities Act, the Exchange Act or any other statute,
common law or otherwise, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained
in such registration statement executed by the Company or based upon
written information furnished by the Company filed in any jurisdiction in
order to qualify the Registration Rights Securities under the securities
laws thereof or filed with the Commission, any state securities commission
or agency, the National Association of Securities Dealers, Inc., The Nasdaq
Stock Market or any securities exchange, or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements contained therein not misleading, unless
such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by the Registration Rights
Holder(s) expressly for use in such registration statement, any amendment
or supplement thereto or any application, as the case may be. If any action
is brought against the Registration Rights Holder(s) or any controlling
person of the Registration Rights Holder(s) in respect of which indemnity
may be sought against the Company pursuant to this Section 4.4(c), the
Registration Rights Holder(s) or such controlling person shall, within
thirty (30) days after the receipt of a summons or complaint, notify the
Company in writing of the institution of such action and the Company shall
assume the defense of such action, including the employment and payment of
reasonable fees and expenses of counsel (which counsel shall be reasonably
satisfactory to the Registration Rights Holder(s) or such controlling
person), but the failure to give such notice shall not affect such
indemnified person's right to indemnification hereunder except to the
extent that the Company's defense of such action was materially adversely
affected thereby. The Registration Rights Holder(s) or such controlling
person shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of
the Registration Rights Holder(s) or such controlling person unless the
employment of such counsel shall have been authorized in writing by the
Company in connection with the defense of such action, or the Company shall
not have employed counsel to have charge of the defense of such action or
such indemnified party or parties shall have reasonably concluded that
there may be defenses available to it or them which are different from or
additional to those available to the Company (in which case the Company
shall not have the right to direct the defense of such action on behalf of
the indemnified party or parties), in any of which events the fees and
expenses of not more than one additional firm of attorneys for all of the
Registration Rights Holder(s) and/or such controlling person shall be borne
by the Company. Except as expressly provided in the previous sentence, in
the event that the Company shall have assumed the defense of any such
action or claim, the Company shall not thereafter be liable to the
Registration Rights Holder(s) or such controlling person in investigating,
preparing or defending any such action or claim. The Company agrees to
notify promptly the Registration Rights Holder(s) of the commencement of
any litigation or proceedings against the Company or any of its officers,
directors or controlling persons in connection with the resale of any of
the Registration Rights Securities in connection with such registration
statement. The Company further agrees that upon demand by an indemnified
person, at any time or from time to time, it will promptly reimburse such
indemnified person for any loss, claim, damage, liability, cost or expense
actually and reasonably paid by the indemnified person as to which the
Company has indemnified such person pursuant hereto. Notwithstanding the
foregoing provisions of this Section 4.4(c), any such payment or
reimbursement by the Company of fees, expenses or disbursements incurred by
an indemnified person in any proceeding in which a final judgment by a
court of competent jurisdiction (after all appeals or the expiration of
time to appeal) is entered against any Registration Rights Holder or such
indemnified person as a direct result of any Registration Rights Holder or
such person's gross negligence or willful misfeasance will be promptly
repaid to the Company.
(d) The Registration Rights Holder(s), and their successors and
assigns, shall severally, and not jointly, indemnify the Company, its
officers and directors and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Exchange Act, against all loss, claim, damage, expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject
under the Securities Act, the Exchange Act or any other statute, common law
or otherwise, arising from written information furnished by or on behalf of
such Registration Rights Holder(s), or their successors or assigns,
expressly for use in such registration statement. The Registration Rights
Holder(s) further agree(s) that upon demand by an indemnified person, at
any time or from time to time, they will promptly reimburse such
indemnified person for any loss, claim, damage, liability, cost or expense
actually and reasonably paid by the indemnified person as to which the
Registration Rights Holder(s) have indemnified such person pursuant hereto.
Notwithstanding the foregoing provisions of this Section 4.4(d), any such
payment or reimbursement by the Registration Rights Holder(s) of fees,
expenses or disbursements incurred by an indemnified person in any
proceeding in which a final judgment by a court of competent jurisdiction
(after all appeals or the expiration of time to appeal) is entered against
the Company or such indemnified person as a direct result of the Company or
such person's gross negligence or willful misfeasance will be promptly
repaid to the Registration Rights Holder(s).
(e) The Company may enter into an underwriting agreement with a
managing underwriter, if any, selected for such underwriting by
Registration Rights Holders holding a Majority of the securities requested
to be included in such underwriting. Such agreement shall be satisfactory
in form and substance to the Company and each Registration Rights Holder
and such managing underwriter, and shall contain such representations,
warranties and covenants by the Company and such other terms as are
customarily contained in agreements of that type used by the managing
underwriter. The Registration Rights Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their securities
and may, at their option, require that any or all of the representations,
warranties and covenants of the Company to or for the benefit of such
underwriters shall also be made to and for the benefit of such Registration
Rights Holders. Such Registration Rights Holders shall not be required to
make any representations or warranties to or agreements with the Company or
the underwriters except as they may relate to such Registration Rights
Holders and their intended methods of distribution.
(f) For purposes of this Agreement, the term "Majority" in reference
to the Registration Rights Holders shall mean in excess of fifty percent
(50%) of the then outstanding Registration Rights Securities that (i) are
not held by the Company, an affiliate, officer, creditor, employee or agent
thereof or any of their respective affiliates, members of their family,
persons acting as nominees or in conjunction therewith and (ii) have not
been resold to the public pursuant to a registration statement filed with
the Commission under the Securities Act.
SECTION 5.
5.1 Indemnity. The undersigned agrees to indemnify and hold harmless the
Company, its officers and directors, employees and its affiliates and each other
person, if any, who controls any
thereof, against any loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon
any false representation or warranty 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.
5.2 Modification. Neither this Agreement nor any provisions hereof shall be
modified, discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is sought.
5.3 Notices. 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 letter box, registered or certified mail, return receipt requested,
addressed to such address as may be given herein, or (b) delivered personally at
such address.
5.4 Counterparts. This Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the same
counterpart.
5.5 Binding Effect. Except as otherwise provided herein, this Agreement
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 obligation of the undersigned 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 and successors.
5.6 Entire Agreement. This Agreement and the documents referenced herein
contain the entire agreement of the parties and there are no representations,
covenants or other agreements except as stated or referred to herein and
therein.
5.7 Assignability. This Agreement is not transferable or assignable by the
undersigned.
5.8 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles.
5.9 Pronouns. The use herein of the masculine pronouns "him" or "his" or
similar terms shall be deemed to include the feminine and neuter genders as well
and the use herein of the singular pronoun shall be deemed to include the plural
as well.
ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
IN WITNESS WHEREOF, the undersigned has executed this Agreement on the ___ day
of ___________, 1997.
$_____________ = ________ x $_________
Amount of Shares Subscribed for No. # of Shares Price per Share
Manner in which Title is to be held (Please Check One):
1. |_| Individual 7. |_| Trust/Estate/Pension
or Profit Sharing
Plan
Date
Opened:_____________
2. |_| Joint Tenants with Right of 8. |_| As a Custodian for
Survivorship __________________
Under the Uniform
Gift to Minors Act
of the State of
__________________
3. |_| Community Property 9. |_| Married with Separate
Property
4. |_| Tenants in Common 10. |_| Xxxxx
5. |_| Corporation/Partnership/ 11. |_| Tenants by the Entirety
Limited Liability Company
6. |_| XXX
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IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 13
SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 14
EXECUTION BY NATURAL PERSONS
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Exact Name in Which Title is to be Held
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Name (Please Print) Name of Additional Purchaser
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Residence: Number and Street Address of Additional Purchaser
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City, State and Zip Code City, State and Zip Code
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Social Security Number Social Security Number
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(Signature) (Signature of Additional Purchaser)
ACCEPTED this ____ day of __________, 1997 on behalf of the Company.
BY:______________________________
Name:
Title:
EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY
(Corporation, Partnership, Trust, Etc.)
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Name of Entity (Please Print)
Date of Incorporation or Organization:_________________________________________
State of Principal Offices:____________________________________________________
Federal Taxpayer Identification________________________________________________
BY:_______________________________________
Name:
Title:
[seal]
------------------------------- -----------------------------
(If Entity is a Corporation)
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Address
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Taxpayer Identification Number
ACCEPTED this ___ day of ______, 1997 on behalf of the Company.
BY:
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Name:
Title: