SPO MEDICAL INC. SUBSCRIPTION AGREEMENT
_______________________
Name
of Offeree
EXHIBIT
10.3
Beit
Hapa’amon, Xxxxx 000,
00
Xxxx’as Street, Xxxx Xxxx
Xxxxxx
00000
Telephone
No.: (000-000-0) 000-0000
Telecopier
No.: (000-000-0) 000-0000
Attention:
Xxxxxxx
Braunold
Gentlemen:
1. Subscription.
(a)
Subject to the terms and conditions of this Agreement the undersigned (the
"Purchaser") hereby irrevocably subscribes for and agrees to purchase shares
of
the common stock of the Company (each a “ Share ”) at a price per Share of USD
$0.80 and warrants for the purchase of common stock of the Company (the
"Warrants" described below, and the Warrants and Shares sometimes referred
to as
the "Units"), for an aggregate purchase price (the “Purchase Price ") and for
the number of Shares and Warrants set forth on the signature page hereto. The
Subscriber acknowledges that the Company is selling up to 4,375,000 Shares
and
2,187,500 Warrants for aggregate subscription gross proceeds of $3,500,000
(the
“Offering”) and that the Company may increase the aggregate amount of the
offering by $525,000.
(b)
The
Warrants shall be in the form attached hereto as Exhibit
A.
The
Purchaser shall receive one Warrant share for each two Shares purchased, the
per
share Warrant exercise price shall be USD $0.80 and the Warrant shall be
exercisable for a period of three years.
(c) The
Purchaser understands that this subscription may be rejected by the Company
at
any time in its sole discretion and that the Company will advise the Purchaser
as soon as practicable if the Purchaser’s subscription has not been accepted. If
rejected, all amounts delivered by the Purchaser as payment for the Units will
be promptly returned to the Purchaser and this Agreement shall have no further
force or effect (except for the provisions of Section 14 hereof). If the
Purchaser’s subscription is rejected, the Purchaser agrees to return to the
Company any documents the Company has provided to the Purchaser for the purpose
of evaluating its investment in the Units. If the Purchaser’s subscription is
accepted, the Company will promptly provide the Purchaser with a Share
certificate and Warrant that constitute the Units purchased.
2. Payment.
Upon
execution of this Agreement, the Purchaser will pay by wire transfer the full
amount of the purchase price of the Units for which the Purchaser is subscribing
pursuant to the terms of this Agreement. Money shall be sent to the escrow
agent
as follows. If by wire:
|
Pay
to:
|
_________________________________
|
|
Swift:
|
_________________________________
|
|
Credit
account of:
|
_________________________________
|
|
Swift:
|
_________________________________
|
|
FFC:
|
_________________________________
|
|
IBAN:
|
_________________________________
|
3. Representations,
Warranties and Covenants of the Purchaser.
The
Purchaser hereby acknowledges that his investment in the Units involves a high
degree of risk and his economic circumstances are such that he can afford the
loss of his investment. The Purchaser further acknowledges, represents, warrants
and agrees as follows:
(a) The
Purchaser is an “accredited investor” as defined by Rule 501 under the
Securities Act of 1933, as amended (the “Act”), and the Purchaser is capable of
evaluating the merits and risks of Subscriber’s investment in the Company and
has the capacity to protect the Purchaser’s own interests.
The
Purchaser meets the requirements of at least one of the suitability standards
for an “accredited investor” as set forth on the Accredited Investor
Certification contained herein;
(b)
None
of the Units have been registered under the Act or any state securities laws.
The Purchaser understands that the offering and sale of the Units is intended
to
be exempt from registration under the Act, by virtue of Section 4(2) and/or
Section 4(6) thereof and the provisions of Regulation D promulgated thereunder,
based, in part, upon the representations, warranties and agreements of the
Purchaser contained in this Agreement;
(c) Neither
the Securities and Exchange Commission nor any state securities commission
has
approved the sale of the Units or the common stock being purchased hereby or
into which the warrants are convertible nor has the Commission passed upon
or
endorsed the merits of the Offering;
(d) The
Purchaser has had the opportunity to obtain any information, to the extent
the
Company had such information in its possession or could acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information contained in all documents received or reviewed in connection with
the purchase of the Units and has had the opportunity to meet with
representatives of the Company and to have them answer any questions and provide
such additional information regarding the terms and conditions of this
particular investment and the finances, operations, business and prospects
of
the Company deemed relevant by the Purchaser.
(e) In
evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other
than as contained in documents so furnished to the Purchaser by the Company.
The
Purchaser and its advisors, if any, have been furnished with or have been given
access to all materials relating to the business, finances and operations of
the
Company and materials relating to the offer and sale of the Units which have
been requested by the Purchaser, including those set forth on in any annex
attached hereto. The Purchaser and its advisors, if any, have been afforded
the
opportunity to ask questions of the Company and its management and have received
complete and satisfactory answers to any such inquiries;
2
(f) The
Purchaser is unaware of, is in no way relying on, and did not become aware
of
the Offering of the Units through or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communications published in any newspaper,
magazine or similar media or broadcast over television or radio, in connection
with the Offering and is not subscribing for Units and did not become aware
of
the Offering as a result of any seminar or meeting to which the Purchaser was
invited by, or any solicitation of a subscription by, a person not previously
known to the Purchaser;
(g) The
Purchaser has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby;
(h) The
Purchaser has sufficient knowledge and experience in financial, tax, and
business matters, and, in particular, investments in securities, so as to enable
the Purchaser to utilize the information made available to the Purchaser to
evaluate the merits and risks of an investment in the Units and to make an
informed investment decision with respect thereto;
(i) The
Purchaser is acquiring the Units solely for his own account for investment
and
not with a view to resale or distribution thereof, in whole or in part. The
Purchaser has no agreement or arrangement, formal or informal, with any person
to sell or transfer all or any part of the Units purchased hereunder, and the
Purchaser has no plans to enter into any such agreement or arrangement;
(j) The
Purchaser must bear the substantial economic risks of the investment in the
Units indefinitely because none of the securities included in the Units may
be
sold, hypothecated or otherwise disposed of unless subsequently registered
under
the Act and applicable state securities laws or an exemption from such
registration is available. The Purchaser acknowledges and understands legends
shall be placed on the certificates representing the shares of common stock
into
which the warrants are convertible to the effect that they have not been
registered under the Act or applicable state securities laws. Appropriate
notations thereof will be made on the securities issued substantially as
follows:
“THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, QUALIFIES AS AN EXEMPT
TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.”
(k) In
addition, the certificates representing the common stock of the Company, and
any
and all securities issued in replacement thereof or in exchange therefore,
shall
bear such legend as may be required by the securities laws of the jurisdiction
in which Purchaser resides.
3
(l) The
Purchaser has adequate means of providing for the purchaser’s current financial
needs and foreseeable contingencies and has no need for liquidity of the
investment in the Units for an indefinite period of time;
(m) The
Purchaser: (i) if a natural person represents that he has reached the age of
21
and has full power and authority to execute and deliver this Agreement and
all
other related agreements or certificates and to carry out the provisions hereof
and thereof and has adequate means for providing for his current financial
needs
and anticipated future needs and possible personal contingencies and emergencies
and has no need for liquidity in the investment in the Units; (ii) if a
corporation, partnership, limited liability company or partnership, association,
joint stock company, trust, unincorporated organization or other entity
represents that such entity is duly organized, validly existing and in good
standing under the laws of the state of its organization, the consummation
of
the transactions contemplated hereby is authorized by, and will not result
in a
violation of state law or its charter or other organizational documents, such
entity has full power and authority to execute and deliver this Agreement and
all other related agreements or certificates and to carry out the provisions
hereof and thereof and to purchase and hold the securities constituting the
Units, the execution and delivery of this Agreement has been duly authorized
by
all necessary action, this Agreement has been duly executed and delivered on
behalf of such entity and is a legal, valid and binding obligation of such
entity; and (iii) if executing this Agreement in a representative or fiduciary
capacity, represents that it has full power and authority to execute and deliver
this Agreement in such capacity and on behalf of the subscribing individual,
xxxx, partnership, trust, estate, corporation, limited liability company or
partnership, or other entity has full right and power to perform pursuant to
this Agreement and make an investment in the Company, and that this Agreement
constitutes a legal, valid and binding obligation of such entity. The execution
and delivery of this Agreement will not violate or be in conflict with any
order, judgment, injunction, agreement or controlling document to which the
Purchaser is a party or by which it is bound;
(n) Any
information which the Purchaser has heretofore furnished or furnishes herewith
to the Company is complete and accurate and may be relied upon by the Company
in
determining the availability of an exemption from registration under federal
and
state securities laws in connection with the offering of the Units. The
Purchaser further represents, warrants and covenants that it will notify and
supply corrective information to the Company immediately upon the occurrence
of
any change therein occurring prior to the Company’s issuance of the
Units;
(o)
The
Purchaser acknowledges that the Company is in the development stage, has been
engaged in business for only a short period of time and has limited operations.
The Purchaser is knowledgeable about investment considerations in
development-stage companies. The Purchaser’s overall commitment to investments
which are not readily marketable is not excessive in view of the Purchaser’s net
worth and financial circumstances and the purchase of the Units will not cause
such commitment to become excessive. The investment in the Units is suitable
one
for the Purchaser;
(p) Within
three days after receipt of a request from the Company, the Purchaser will
provide such information and deliver such documents as may reasonably be
necessary to comply with any and all laws and ordinances to which the Company
or
the selected dealers is subject; and
(q) The
Purchaser agrees that it may not sell, transfer, pledge, encumber, hypothecate,
permit to be subject to a security interest, grant an option in or otherwise
dispose of the Units being acquired hereunder or the shares of Common Stock
into
which the warrants are to be convertible unless such securities are registered
under the Securities Act or unless an opinion of counsel satisfactory is
delivered to the Company that no such registration is required is delivered
to
the Company;
4
4.
Representations
and Warranties of the Company.
The
Company represents and warrants to the Purchaser as follows:
4.1 Organization
and Authority; Subsidiaries.
The
Company is a corporation validly existing and in good standing under the laws
of
the State of Delaware, with full power and authority to enter into and perform
this Agreement and the other agreements contemplated hereby to which it is
a
party. The Company is duly licensed or qualified to do business as a foreign
corporation and is in good standing under the laws of all other jurisdictions
in
which the character of the properties owned or leased by it therein or in which
the transaction of its business makes such qualification necessary, except
for
jurisdictions where failure to become licensed or to so qualify could not
reasonably be expected to have a material adverse effect on the business and
operations of the Company taken as a whole. The Company has all requisite
corporate power and authority to own its properties, to carry on its business
as
now conducted, and to enter into and perform its obligations under this
Agreement.
4.2 Authorization;
Binding Effect.
The
Company has taken all corporate actions which are necessary to authorize the
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby.
4.3 No
Bankruptcy or Insolvency.
The
Company has not filed any voluntary petition in bankruptcy or been adjudicated
a
bankrupt or insolvent, filed by petition or answer seeking any reorganization,
liquidation, dissolution or similar relief under any federal bankruptcy,
insolvency, or other debtor relief law, or sought or consented to or acquiesced
in the appointment of any trustee, receiver, conservator or liquidator of all
or
any substantial part of its properties. No court of competent jurisdiction
has
entered an order, judgment or decree approving a petition filed against the
Company seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any federal bankruptcy act,
or
other debtor relief law, and no other liquidator has been appointed of the
Company or of all or any substantial part of its properties.
4.4 No
Litigation.
There
are no actions, suits or proceedings of any type pending or, to the knowledge
of
the Company, threatened, against the Company which if adversely determined
could
have a material adverse effect on the business and operations of the Company
taken as a whole.
4.5 Investment
Company.
The
Company is not, and is not controlled by, an “Investment Company” within the
meaning of the Investment Company Act.
4.6 Governmental
Consents and Notices.
No
consent, approval or authorization of or designation, declaration or filing
with
any governmental authority on the part of the Company is required in connection
with the valid execution and delivery of this Agreement, or the offer, sale
or
issuance of the Units, or the consummation of any other transaction contemplated
hereby, except qualification (or taking such action as may be necessary to
secure an exemption from qualification, if available) of the offer and sale
of
the Units under applicable state and federal securities laws, which
qualification if required, will be accomplished in a timely manner.
5
4.7 Finders/Placement
Agents.
The
Company may retain the services of a placement agent(s) who may receive a due
diligence fee of up to 8% of gross proceeds plus 8% warrant coverage. Such
warrants issued to placement agent shall be in the form of the
Warrant.
4.8 Units
and Common Stock.
The
Units and Common Stock, into which the Warrants are convertible, when issued,
will be duly authorized, validly issued, fully paid and
nonassessable.
4.9 Intellectual
Property Rights and Interests.
The
Company has not received any written or oral notice or claim that the Company
is
infringing the intellectual property rights of any other person or legal entity
or that the Company is in material breach or default of any license granting
to
the Company rights in any intellectual property. To the knowledge of the Company
as of the date hereof, without having conducted any independent investigation
or
analysis of its intellectual property rights and the use thereof by third
parties, no third party is infringing upon any intellectual property rights
proprietary to the Company.
5.
Indemnification.
(a) The
Purchaser agrees to indemnify and hold harmless the Company, and its officers,
directors, employees, agents, control persons and affiliates against all losses,
liabilities, claims, damages, and expenses whatsoever (including, but not
limited to, any and all expenses incurred in investigating, preparing, or
defending against any litigation commenced or threatened) based upon or arising
out of any actual or alleged false representation or warranty, or
misrepresentation or omission to state a material fact, or breach by the
Purchaser of any covenant or agreement made by the Purchaser herein or in any
other document delivered in connection with this Agreement.
(b) The
Company agrees to indemnify and hold harmless the Purchaser, and its officers,
directors, employees, agents, control persons and affiliates against all losses,
liabilities, claims, damages, and expenses whatsoever (including, but not
limited to, any and all expenses incurred in investigating, preparing, or
defending against any litigation commenced or threatened) based upon or arising
out of any actual or alleged false representation or warranty, or
misrepresentation or omission to state a material fact, or breach by the Company
of any covenant or agreement made by the Company herein or in any other document
delivered in connection with this Agreement.
6.
Registration
Rights.
In
consideration of the purchase of the Units by the Purchaser described in this
Agreement, the Company file a registration statement within 90 days from the
final closing of the Offering with respect to the resale by the Purchaser of
the
shares of Common Stock issuable upon exercise of the Warrant and the
Shares.
The
Purchaser’s rights hereunder shall be subject to its compliance with the
conditions or restrictions, including without limitation, lock-ups, required
by
an underwriter (in the case of an underwritten offering of Shares).
7.
Irrevocability;
Binding Effect.
The
Purchaser hereby acknowledges and agrees that the subscription hereunder is
irrevocable by the Purchaser, except as required by applicable law, and that
this Agreement shall survive the death or disability of the Purchaser and shall
be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives, and permitted
assigns. If the Purchaser is more than one person, the obligations of the
Purchaser hereunder shall be joint and several and the agreements,
representations, warranties, and acknowledgments herein shall be deemed to
be
made by and be binding upon each such person and such person’s heirs, executors,
administrators, successors, legal representatives, and permitted
assigns.
6
8.
Amendment.
This
Agreement shall not be amended, modified or waived except by an instrument
in
writing signed by the party against whom any such amendment, modification or
waiver is sought.
9.
Notices.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing
(a)
if to
Company, at the address set forth above,
with
a
copy to:
Aboudi
& Xxxxxxxxxx
Law
Offices
Rechov
Gavish 3, POB 2432
Kfar
Xxxx
Xxxxxxxxxx Xxxx 00000 Xxxxxx
Telephone
No.: (000-000-0) 000-0000
Telecopier
No.: (000-000-0) 000-0000
Xxxxx@x-xxxx.xxx
(b)
if to
the Purchaser,
at
the
address set forth on the signature page hereof
with
a
copy of all such communications being sent to the escrow agent,
11.
Assignability. This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Purchaser.
12.
Applicable
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York without regard to its conflicts of laws principles. The
Purchaser hereby irrevocably submits to the jurisdiction of any United States
district court located in the City of New York over any action or proceeding
arising out of or relating to this Agreement. The Purchaser further agrees
that
any action or proceeding brought against the Company shall be brought only
in
the United States district courts located in the City of New York.
13.
Use
of
Pronouns.
All
pronouns and any variations thereof used herein shall be deemed to refer to
the
masculine, feminine, neuter, singular or plural as the identity of the person
or
persons referred to may require.
14.
Confidentiality.
The
Purchaser acknowledges and agrees that any information or data it has obtained
from or about the Company, including, without limitation, the business plan
of
the Company, not otherwise properly in the public domain, was received in
confidence. The Purchaser agrees not to divulge, communicate or disclose, except
as may be required by law or for the performance of this Agreement, or use
to
the detriment of the Company or for the benefit of any other person or persons,
or misuse in any way, any confidential information of the Company, including
any
scientific, technical, trade or business secrets of the Company and any
scientific, technical, trade or business materials that are treated by the
Company as confidential or proprietary, including, but not limited to, ideas,
discoveries, inventions, developments and improvements belonging to the Company
and confidential information obtained by or given to the Company about or
belonging to third parties.
7
15.
Miscellaneous.
| (a) |
This
Agreement constitutes the entire agreement between the Purchaser
and the
Company with respect to the subject matter hereof and supersede all
prior
oral or written agreements and understandings, if any, relating to
the
subject matter hereof. The terms and provisions of this Agreement
may be
waived, or consent for the departure therefrom granted, only by a
written
document executed by the party entitled to the benefits of such terms
or
provisions.
|
| (b) |
The
Purchaser’s representations and warranties made in this Agreement shall
survive the execution and delivery hereof and delivery of the Units
to the
Purchaser.
|
| (c) |
Each
of the parties hereto shall pay its own fees and expenses (including
the
fees of any attorneys, accountants, appraisers or others engaged
by such
party) in connection with this Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are
consummated.
|
| (d) |
This
Agreement may be executed in one or more counterparts each of which
shall
be deemed an original, but all of which shall together constitute
one and
the same instrument.
|
| (e) |
Each
provision of this Agreement shall be considered separable and if
for any
reason any provision or provisions hereof are determined to be invalid
or
contrary to applicable law, such invalidity or illegality shall not
impair
the operation of or affect the remaining portions of this
Agreement.
|
| (f) |
Paragraph
titles are for descriptive purposes only and shall not control or
alter
the meaning of this Agreement as set forth in the
text.
|
Accredited
Investor Certification and Questionnaire
(Check
the appropriate box(es))
1.
Please
check the appropriate box.
| ____ (i) |
I
am a natural person who had individual income of more than $200,000
in
each of the most recent two years or joint income with my spouse
in excess
of $300,000 in each of the most recent two years and reasonably expect
to
reach that same income level for the current year (“income”, for purposes
hereof, should be computed as follows: individual adjusted gross
income,
as reported (or to be reported) on a federal income tax return, increased
by (1) any deduction of long-term capital gains under Section 1202
of the
Internal Revenue Code of 1986 (the “Code”), (2) any deduction for
depletion under Section 611 et seq. of the Code, (3) any exclusion
for
interest under Section 103 of the Code and (4) any losses of a partnership
as reported on Schedule E of From
1040);
|
| ____ (ii) |
I
am a natural person whose individual net worth (i.e.,
total assets in excess of total liabilities), or joint net worth
with my
spouse, will at the time of purchase of the Units described in this
subscription agreement to which this certification is attached be
in
excess of $1,000,000;
|
| ____ (iii) |
The
Purchaser is an investor satisfying the requirements of Section 501(a)(1),
(2) or (3) of Regulation D promulgated under the Securities Act,
which
includes but is not limited to, a self-directed employee benefit
plan
where investment decisions are made solely by persons who are “accredited
investors” as otherwise defined in Regulation
D;
|
8
| ____ (iv) |
The
Purchaser is a trust, which trust has total assets in excess of
$5,000,000, which is not formed for the specific purpose of acquiring
the
Units offered hereby and whose purchase is directed by a sophisticated
person as described in Rule 506(b)(ii) of Regulation D and who has
such
knowledge and experience in financial and business matters that he
is
capable of evaluating the risks and merits of an investment in the
Units;
|
| ____ (v) |
I
am a director or executive officer of the Company;
or
|
| ____ (vi) |
The
Purchaser is an entity (other than a trust) in which all of the equity
owners meet the requirements of at least one of the above
subparagraphs.
|
The
undersigned agrees that the undersigned will notify the Company at any time
on
or prior to the Closing in the event that the representations and warranties
in
this Accredited Investor Certification and Questionnaire shall cease to be
true,
accurate and complete.
(2)
Suitability
(please answer each question)
a) For
an
individual, please describe any college or graduate degrees held by
you:
b) For
all
subscribers, please state whether you have you participated in other
private
placements
before:
|
YES
|
NO
|
(c) If
your
answer to question (b) above was “YES”, please indicate frequency of such prior
participation in private
placements
of:
|
Public
Companies
|
Private
Companies
|
|
|
Frequently
|
||
|
Occasionally
|
||
|
Never
|
(d) For
individuals, do you expect your current level of income to significantly
decrease in the foreseeable future?
|
YES
|
NO
|
(e) For
trust, corporate, partnership and other institutional subscribers, do you expect
your total assets to significantly decrease in the foreseeable
future?
|
YES
|
NO
|
9
(f) For
all
subscribers, are you familiar with the risk aspects and the non-liquidity of
investments such as the Securities for which you seek to purchase?
|
YES
|
NO
|
(g) For
all
subscribers, do you understand that there is no guarantee of financial return
on
this investment and that you run the risk of losing your entire
investment?
|
YES
|
NO
|
(3)
Manner
in
which title is to be held: (circle one)
(a)
Individual
Ownership
(b)
Community
Property
(c)
Joint
Tenant with Right of Survivorship (both parties must sign)
(d)
Partnership
(e)
Tenants
in Common
(f)
Company
(g)
Trust
(h)
Other
(4)
NASD
Affiliation.
Are
you
affiliated or associated with an NASD member firm (please check
one):
|
YES
|
NO
|
If
Yes,
please describe:
_________________________________________________________
_________________________________________________________
_________________________________________________________
*If
subscriber is a Registered Representative with an NASD member firm, have the
following acknowledgment signed by the appropriate party:
The
undersigned NASD member firm acknowledges receipt of the notice required by
the
NASD Conduct Rules.
_________________________________
Name
of
NASD Member Firm
By:
______________________________
Authorized
Officer
Date:
____________________________
10
The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in this Purchaser Questionnaire and such
answers have been provided under the assumption that the Company will rely
on
them.
[Remainder
of page intentionally blank, signature pages follow]
11
IN
WITNESS WHEREOF, the Purchaser has executed this Agreement this ____ day of
____________ , 2008.
|
$_____________________
|
___________________
|
___________________
|
|
(Purchase
Price)
|
#
Shares (Purchase Price / 0.80)
|
#
Warrants (Shares / 2)
|
If
the
Purchaser is an INDIVIDUAL, or if purchased as JOINT TENANTS, as TENANTS IN
COMMON, or as COMMUNITY PROPERTY:
|
____________________________
|
______________________________
|
|
Print
Name(s)
|
Social
Security Number(s)
|
|
____________________________
|
______________________________
|
|
Signature(s)
of Purchaser(s)
|
|
|
____________________________
|
______________________________
|
|
Date
|
Address
|
|
_____________________________
|
______________________________
|
|
Email
|
Fax
|
If
the
Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or
TRUST:
|
____________________________
|
______________________________
|
|
Name
of Partnership, Corporation
|
Federal
Taxpayer
|
|
Limited
Liability Company or Trust
|
Identification
Number
|
|
____________________________
|
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Date
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By:_________________________
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______________________________
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Name:
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State
of Organization
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Title:
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______________________________
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____________________________
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Email
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____________________________
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_____________________________
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Fax
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Address
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SUBSCRIPTION
ACCEPTED AND AGREED TO
this
____
day of ________________, 2008.
By:_____________________________
Name:
Xxxxxxx Braunold
Title:
CEO
12
