M.D. LABS, INC.
Shares Subscription Package
Shares Subscription Agreement
(Two Copies)
--Accredited Investors Only--
M.D. LABS, INC.
SHARES SUBSCRIPTION AGREEMENT
(Special Power of Attorney)
M.D. Labs, Inc.
0000 X. Xxxxxxxxxx, Xxxxx 000
Xxxx, XX 00000
Re: Acquisition of M.D. Labs, Inc. Common Stock in Exchange for
Investment Units of Houston Enterprises, L.L.C. Gentlemen:
The undersigned (the "Subscriber") hereby subscribes to acquire the
number of shares of common stock, $0.001 par value per share (the "Shares" or
"Share" when used in the singular) of M.D. Labs, Inc., a Delaware corporation
(the "Company" or "M.D. Labs") set forth on the signature page hereof. The
Shares are being acquired in exchange for investment units (the "Investment
Units" or Investment Unit" when used in the singular) of Houston Enterprises,
L.L.C., an Arizona limited liability company doing business as Houston
International, L.L.C. ("Houston") held by Subscriber and assigned to the Company
in exchange for the Shares acquired hereunder (the "Assigned Units"). The number
of Shares to be received by Subscriber for Assigned Units exchanged hereunder
will be at the rate of 30,000 Shares for one (1) Investment Unit and will be
adjusted proportionately for the number of Investment Units, or multiples or
fractions thereof, held by Subscriber. Such acquisition is subject to the terms
and conditions set forth in the Company's Private Placement Memorandum, dated
March 4, 1996 (including all documents incorporated therein, the "Memorandum"),
and to the following paragraphs. This subscription may be rejected by the
Company in its sole discretion.
1. Acquisition. Subject to the terms and conditions hereof, Subscriber
hereby irrevocably agrees to acquire the number of shares of Common
Stock, as hereinafter defined, set forth on the signature page hereof
and tenders herewith in exchange the number of Investment Units set
forth on the signature page hereof (minimum acquisition of 7,500 shares
of Common Stock for one quarter (0.25) Investment Unit). Full
consideration for the Shares acquired hereunder will be provided by the
execution and delivery with this Shares Subscription Agreement of the
Assignment, as hereinafter defined, assigning the Investment Units to
the Company.
2. Assignment of Membership Interests and Agreement of Assignee and
Power of Attorney. Subscriber agrees to execute and acknowledge the
Assignment of Membership Interests and Agreement of Assignee (Share
Exchange) in substantially the form of Exhibit H-2 to the Memorandum
(the "Assignment") or to do so through Subscriber's attorney-in-fact
designated herein. Subscribe hereby irrevocably constitutes and
appoints Xxxxxx Xxxxxx or Xxxx X. Xxxxxx, or either of their duly
appointed successors, as Subscriber's true and lawful attorney-in-fact,
with full power and authority to act in Subscriber's name, place and
stead to make, execute, acknowledge, and deliver the Assignment and to
take all other action necessary or required to complete the Exchange,
as defined in the Memorandum, including, but not limited to, the
acquisition of the Shares hereunder.
Subscriber expressly acknowledges that the foregoing special
power of attorney is coupled with an interest, is irrevocable and shall
survive the death or legal incapacity of the Subscriber and the
delivery of any assignment by Subscriber of Subscriber's interest. This
power of attorney may be exercised by one of the above
attorneys-in-fact for Subscriber by signature or by listing all holders
of Investment Units acquiring shares of Common Stock for whom such
attorneys-in-fact are acting as attorneys-in-fact and executing any
instrument with the signature of such attorneys-in-fact acting as
attorneys-in-fact for all of them. The Subscriber shall be bound by all
representations of the above attorneys-in-fact as Subscriber's
attorney-in-fact and hereby waives any and all defenses which may be
available to Subscriber to contest, negate or disaffirm the actions of
the attorneys-in-fact or their successors under this power of attorney,
and hereby ratifies and confirms all acts which the attorneys-in-fact
or their successors hereunder may take as attorney-in-fact hereunder in
all respects as though performed by Subscriber.
The pages of this Shares Subscription Agreement upon which
this power of attorney is set forth and the pages hereof upon which the
Subscriber's signature appears may be separated from the rest of this
agreement and may be recorded as evidence of the power and authority of
the attorneys-in-fact and each of them to exercise the power of
attorney set forth herein.
3. Representations and Warranties. Subscriber hereby makes the
following representations and warranties to the Company, and Subscriber
agrees to indemnify, hold harmless, and pay all judgments of and claims
against the Company from any liability or injury, including, but not
limited to, that arising under Federal or state securities laws,
incurred as a result of any misrepresentation herein or any warranties
not performed by Subscriber.
(a) Subscriber owns the Assigned Units entirely free and clear
of any and all judgments, actions, claims, charges, liabilities, liens
or encumbrances of any kind or nature whatsoever (collectively, the
"Claims"). Subscriber has not pledged any portion of the Assigned Units
as collateral for any loans, and has good and marketable title to the
Assigned Units. Subscriber has the complete and unrestricted power and
the unqualified right to sell, assign, transfer, convey and deliver to
the Company title to the Assigned Units, entirely free and clear of any
and all Claims. Upon the date of assignment of the Assigned Units and
the consummation of this transaction, Subscriber shall be the sole
owner of the Assigned Units, entirely free and clear of any and all
Claims of any kind or nature whatsoever.
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(b) Subscriber is the sole and true party in interest and is
not acquiring for the benefit of any other person;
(c) Subscriber has read, analyzed, and is familiar with the
Memorandum and has retained copies of the Memorandum, this Shares
Subscription Agreement, and the Investor Suitability Questionnaire;
(d) Subscriber has read, analyzed, and is familiar with the
section of the Memorandum entitled "WHO MAY INVEST" and Subscriber
hereby warrants that Subscriber is an Accredited Investor, as defined
therein;
(e) Subscriber understands that all books, records and
documents of the Company relating to this investment have been and
remain available for inspection by Subscriber upon reasonable notice.
Subscriber confirms that all documents requested by Subscriber have
been made available, and that Subscriber has been supplied with all of
the additional information concerning this investment that has been
requested. In making a decision to acquire the Shares, Subscriber has
relied exclusively upon information provided in the Memorandum or by
the Company in writing or found in the books, records or documents of
the Company;
(f) Subscriber is aware that an investment in the Shares is
highly speculative and subject to substantial risks. Subscriber is
capable of bearing the high degree of economic risk and burdens of this
venture, including, but not limited to, the possibility of the complete
loss of all funds invested, the loss of any anticipated tax benefits,
the lack of a public market, and limited transferability of the Shares
which may make the liquidation of this investment impossible for the
indefinite future;
(g) The offer to sell the Shares was directly communicated to
Subscriber by the Company through the Memorandum in such a manner that
Subscriber was able to ask questions of and receive answers from the
Company, or a person acting on its behalf, concerning the terms and
conditions of this transaction. At no time was Subscriber presented
with or solicited by or through any article, notice or other
communication published in any newspaper or other leaflet, public
promotional meeting, television, radio or other broadcast or
transmittal advertisement or any other form of general advertising;
(h) Subscriber, if a corporation, partnership, trust or other
entity, is authorized and duly empowered to acquire and hold the
Shares, has its principal place of business at the address set forth on
the signature page and has not been formed for the specific purpose of
acquiring the Shares;
(i) The Shares are being acquired solely for Subscriber's own
account, for investment, and are not being acquired with a view to the
resale, distribution, subdivision or fractionalization thereof;
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(j) Subscriber understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act") or
any other state securities laws in reliance upon exemptions from
registration for non-public offerings. Subscriber understands that the
Shares or any interest therein may not be, and agrees that the Shares
or any interest therein, will not be, resold or otherwise disposed of
by Subscriber unless the Shares are subsequently registered under the
Act and under appropriate state securities laws or unless the Company
receives an opinion of counsel satisfactory to it that an exemption
from registration is available;
(k) Subscriber has been informed of and understands the
following:
(i) The Company's balance sheet is unaudited, management
prepared and pro forma,
(ii) There are substantial restrictions on the
transferability of the Shares unless they are registered under
the Act; and
(iii) No federal or state agency has made any finding or
determination as to the fairness of the Shares for public
investment nor any recommendation or endorsement of the
Shares;
(l) Except as set forth in the Memorandum, none of the
following information has ever been represented, guaranteed, or
warranted to Subscriber expressly or by implication, by any broker, the
Company, or agents or employees of the foregoing, or by any other
person;
(i) The approximate or exact length of time that
Subscriber will be
required to hold the Shares;
(ii) The percentage of profit and/or amount of or type of
consideration, profit or loss to be realized, if any, as a
result of an investment in the Shares; or
(iii) That the past performance or experience of the
Company, or associates, agents, affiliates, or employees of
the Company or any other person, will in any way indicate or
predict economic results in connection with the acquisition of
the Shares;
(m) The information set forth in the Investor Suitability
Questionnaire prepared for Subscriber's acquisition of the Assigned
Units and executed by Subscriber is true, correct and complete and may
be relied on by the Company for purposes of qualifying Subscriber to
acquire the Shares;
(n) Subscriber has not distributed the Memorandum to anyone,
no other person has used the Memorandum, and no copies of the
Memorandum have been
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made by Subscriber; and
(o) Subscriber hereby agrees to indemnify the Company, and
hold the Company harmless from and against any and all liability,
damage, cost or expense incurred on account of or arising out of:
(i) Any inaccuracy in the declarations, representations,
and warranties hereinabove set forth;
(ii) The disposition of any of the Shares by Subscriber
contrary to the foregoing declarations, representations and
warranties; and
(iii) Any action, suit or proceeding based upon (a) the
claim that said declarations, representations, or warranties
were inaccurate or misleading or otherwise cause for obtaining
damages or redress from the Company; or (b) the disposition of
any of the Shares.
4. Registration Under Securities Act of 1933, as amended.
4.1 Certain Other Definitions. As used in this Shares Subscription
Agreement, the following terms shall have the following respective
meanings:
"Commission" shall mean the United States Securities and
Exchange Commission and any successor federal agency having similar
powers.
"Initiating Holder" shall mean any Holder or Holders, as
hereinafter defined, who or which, in the aggregate, own not less than
50.1% of the aggregate number of Registrable Securities, as hereinafter
defined, then existing.
The term "majority of the Registrable Securities" refers
to a majority of the specified Registrable Securities.
The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Act, and the declaration or ordering
of the effectiveness of such registration statement.
"Registrable Securities" shall mean those Securities
which have not been sold to the public.
"Registration Expenses" shall mean all expenses incurred
by the Company in complying with this Section 4, including, without
limitation, (I) all registration and filing fees, printing expenses,
fees and disbursements of counsel for the Company (but not counsel
retained by the Holders), blue sky fees and expenses, and accountants'
expenses including without limitation any special audits or
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"comfort" letters incident to or required by any such registration,
transfer taxes, fees of transfer agents and registrars, costs of
insurances, and fees of the National Association of Securities Dealers,
Inc., and (ii) any fees and disbursements of underwriters customarily
paid by issuers or sellers of securities, but excluding underwriting
discounts and commissions.
"Securities" shall mean the Common Stock, as
hereinafter defined, acquired in the Offering, as defined in the
Memorandum, together with any other securities which are hereafter
issued with respect thereto by way of exchange, reclassification,
dividend or distribution, whether or not such and securities have been
sold to the public.
"Common Stock" shall mean all currently outstanding
shares of $0.001 par value per share common stock of the Company now
issued and outstanding and all shares hereafter issued and outstanding,
as well as any securities hereafter convertible into or exchangeable
for shares of Common Stock of the Company.
4.2 Registration on Demand.
(a) Demand. After September 1, 1997, and upon the written
demand of one or more Initiating Holders, requesting that the Company
effect the registration under the Act of up to fifty percent (50%) of
such Initiating Holder's Registrable Securities and specifying the
intended method or methods of disposition thereof, the Company will
promptly, but in any event within ten (10) days, give written notice of
such demanded registration to Subscriber, or its successors and
assigns, as the case may be (the "Holder"), and to the other acquirers
of Registrable Securities (together with the Holder, the "Holders") of
Registrable Securities and thereupon will use its best efforts to
effect the registration under the Act of:
(i) the Registrable Securities which the Company has been
so demanded to register by such Initiating Holder, for
disposition in accordance with the intended method or methods
of disposition stated in such demand,
(ii) all other Registrable Securities which the Company
has been demanded to register by the Holders thereof by
written demand delivered to the Company within ten (10) days
after giving of such written notice by the Company (which
request shall specify the intended method or methods of
disposition of such Registrable Securities), and
(iii) all shares of Common Stock which the Company may
elect to register for its own account in connection with the
offering of Registrable Securities pursuant to this Section
4.2,
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all to the extent requisite to permit the disposition (in accordance
with the intended methods thereof as aforesaid) of the Registrable
Securities so to be registered, provided that the Company shall not be
required to effect more than one (1) registration pursuant to this
Section 4.2. If, at the date of receipt of a demand by Initiating
Holder, the Company has previously filed a registration statement
pursuant to the Act (otherwise than on Form S-4 or S-8 or any similar
form for the registration of securities pursuant to an employee benefit
plan or business combination or reorganization), the Company may defer
the filing of any such demanded registration statement to a date not
later than ninety (90) days after the effective date of such prior
registration statement.
(b) Registration Statement Form. Each registration demanded
pursuant to this Section 4.2 shall be effected by the filing of a
registration statement on any form which the Company is eligible to
use, such form to be selected by the Company, after consultation with
counsel and after notice of such selection of such form is delivered to
the Holders of all Registrable Securities electing to participate in
such registration; provided, however, that if the Holders of at least a
majority of the Registrable Securities as to which registration has
been demanded pursuant to this Section 4.2 shall so request, the
Company shall file such registration statement pursuant to the
Commission's Rule 415, or any successor rule or regulation thereto, so
as to permit the continuous or delayed offering of the Registrable
Securities in accordance with the intended method of disposition
specified in the Initiating Holder's notice pursuant to subsection (a)
of this Section 4.2, but in no event shall the Company be required to
maintain the effectiveness of such registration beyond the period
specified in Section 4.4 (b). Such selection of form by the Company
shall be final unless the use of such form has been objected to in
writing by Holders holding at least a majority of the Registrable
Securities as to which registration has been requested pursuant to this
Section 4.2.
(c) Expenses. Except as otherwise prohibited by applicable
law, the Company will pay all Registration Expenses in connection with
the registration of Registrable Securities requested pursuant to this
Section 4.2.
(d) Effective Registration Statement. A registration requested
pursuant to this Section 4.2 shall not be deemed to be effected unless
a registration statement covering all shares of Registrable Securities
specified in notices received as described in subsection (a), for sale
in accordance with the method of disposition specified by the
Initiating Holder, shall have been declared effective by the Commission
or otherwise becomes effective and, if such method of disposition is a
firm commitment underwritten public offering, all such shares shall
have been sold pursuant thereto; provided that a registration which
does not become effective after the Company has substantially prepared
and has filed or is in a position to file a registration statement with
respect thereto solely by reason of the refusal to proceed of all of
the Initiating Holders (other than any refusal to proceed based upon
the advice of their counsel that the registration statement, or the
prospectus contained therein, contains an untrue
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statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing) shall be deemed
to have been effected by the Company at the request of such Holder.
4.3. Piggyback Registration Rights.
(a) Right to Include Registrable Securities. If, at any time
within five (5) years from the date hereof, the Company proposes to
register any of its equity securities under the Act, whether or not for
sale for its own account, on a form and in a manner which would permit
registration of Registrable Securities for sale to the public under the
Act, it will, each such time, give notice at least thirty (30) days
prior to the proposed filing date to all Holders of Registrable
Securities of its intention to do so, describing such securities and
specifying the form and manner and the other relevant facts involved in
such proposed registration and, upon the written request of any such
Holder delivered to the Company within ten (10) business days after the
giving of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such Holder and the intended
method or methods of disposition thereof), the Company shall use its
best efforts to effect the registration under the Act of Registrable
Securities which the Company has been requested to register by the
Holders of Registrable Securities (hereinafter "Requesting Holders"),
but not exceeding ten percent (10%) of the Registrable Securities and
in the case of Subscriber and each such subscriber in the Offering not
exceeding ten percent (10%) of Subscriber's Registrable Securities to
the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so
to be registered, of those Registrable Securities which the Company is
requested to register by Holder up to ten percent (10%) of the
Registrable Securities provided that:
(i) if, at any time after giving such notice of its
intention to register any of its securities and prior to the
effective date of the registration statement filed in
connection with such registration, the Company shall determine
for any reason not to register such securities, the Company
may, at its election, give written notice of such
determination to each Holder of Registrable Securities and
thereupon shall be relieved of its obligation to register any
Registrable Securities in connection with such registration
(but not its obligation to pay the Registration Expenses in
connection therewith as provided in subsection (b) of this
Section 4.3), without prejudice, however, to the rights of any
one or more Holders to request that such registration be
effected in a subsequent such registration;
(ii) if (a) the registration so proposed by the Company
involves an underwritten offering of the securities so being
registered to be distributed by or through one or more
underwriters of recognized standing under underwriting terms
appropriate for such a transaction, (b) the Company
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proposes that the securities to be registered in such
underwritten offering will not include all of the Registrable
Securities requested to be so included, and (C) the managing
underwriter of such underwritten offering shall advise the
Company in writing that, in its opinion, the distribution of
all or a specified portion of such Registrable Securities
concurrently with the securities being distributed by such
underwriters will materially and adversely affect the
distribution of such securities by such underwriters (such
opinion to state the reasons therefor), then the Company will
promptly furnish each such Holder of Registrable Securities
with a copy of such opinion and may require, by written notice
to each such Holder accompanying such opinion, that the
distribution of all or a specified portion of such Registrable
Securities be excluded from such distribution (in case of an
exclusion of a portion of such Registrable Securities, such
portion to be allocated among such Holders in proportion to
the respective numbers of shares of Registrable Securities so
requested to be registered by such Holders); provided,
however, that no portion of the Registrable Securities shall
be excluded if any securities are to be included in such
underwriting for the account of any person other than the
Company; and if the Company shall require such a reduction,
the Holder of Registrable Securities shall have the right to
withdraw from the offering;
(iii) the Company shall not be obligated to effect any
registration of Registrable Securities under this Section 4.3
incidental to the registration of any of its securities in
connection with mergers, acquisitions, exchange offers,
dividend reinvestment plans or stock options or other employee
benefit plans or incidental to the registration of any
non-equity securities not convertible into equity securities;
and,
(iv) the number of shares of Registrable Securities which
shall be included in each such registration shall not exceed
ten percent (10%) of the Registrable Securities and, in the
case of Subscriber and each such subscriber in the Offering,
shall not exceed ten percent (10%) of Subscriber's Registrable
Securities.
No registration of Registrable Securities effected under this
Section 4.3 shall relieve the Company of its obligation to effect
registrations of Registrable Securities upon the request of an
Initiating Holder pursuant to Section 4.2.
(b) Expenses. Except as otherwise prohibited by applicable
law, the Company will pay all Registration Expenses in connection with
the registration of Registrable Securities requested pursuant to this
Section 4.3.
4.4 Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Act as provided in Section 4.2 and
4.3, the Company shall promptly:
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(a) prepare and (in any event within (90) days of the last
date on which the Holders of Registrable Securities may notify the
Company of their request to include their Registrable Securities in
such registration in accordance herewith or such earlier date as may be
provided elsewhere herein) file with the Commission a registration
statement with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become effective
provided that, in the case of a registration of any Registrable
Securities pursuant to Section 4.3, such preparation and filing may be
delayed if, in the good faith determination of the Board of Directors
of the Company, such deferral would be in the best interest of the
Company and such deferral would be without prejudice to the rights of
the Holders of Registrable Securities to request that such registration
be effected as a subsequent registration under Section 4.3;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Act with
respect to the disposition of all Registrable Securities and other
securities covered by such registration statement until the earlier of
such time as all of such Registrable Securities and other securities
have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such
registration statement or the expiration of one (1) year (or, in the
case of registration of Registrable Securities pursuant to Section 4.3,
ninety (90) days) after such registration statement becomes effective;
and will furnish, upon request, to each such seller and each Requesting
Holder prior to the filing thereof a copy of any amendment or
supplement to such registration statement or prospectus and shall not
file any such amendment or supplement to which any such seller or
Requesting Holder shall have reasonably objected on the grounds that
such amendment or supplement does not comply in all material aspects
with the requirements of the Act or of the rules or regulations
thereunder;
(c) furnish to each seller of such Registrable Securities and
each Requesting Holder such number of conformed copies of such
registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of
the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus), in conformity with
the requirements of the Act, such documents, if any, incorporated by
reference in such registration statement or prospectus, and such other
documents, as such seller or Requesting Holder may reasonably request;
(d) use its best efforts to register or qualify all
Registrable Securities and other securities covered by such
registration statement under such other securities or blue sky laws of
the States of the United States as each seller shall reasonably
request, to keep such registration or qualification in effect for so
long as such registration statement remains in effect, and do any and
all other acts and things which may be necessary or advisable to enable
such seller to consummate the
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disposition in such jurisdictions of its Registrable Securities covered
by such registration statement, except that the Company shall not for
any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it is not and would
not, but for the requirements of this subsection (d), be obligated to
be so qualified, or to subject itself to taxation in any such
jurisdiction, or to consent to general service of process in any such
jurisdiction;
(e) upon request, furnish to each seller of Registrable
Securities and each Requesting Holder a signed counterpart, addressed
to such seller and such Requesting Holder, of (I) an opinion of counsel
to the Company, dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering,
dated the date of the closing under the underwriting agreement), and
(ii) a "comfort" letter, signed by the independent public accountants
who have certified the Company's financial statements included in such
registration statement, dated after the effective date of such
registration statement (and, if such registration statement includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement), covering substantially the same matters with
respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to
events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in accountant's
letters delivered to underwriters in underwritten public offerings of
securities and, in the case of the accountant's letter, such other
financial matters, as the principal underwriter for such sellers or
such Requesting Holders may reasonably request;
(f) immediately notify each seller of Registrable Securities
covered by such registration statement and each Requesting Holder, at
any time when a prospectus relating thereto is required to be delivered
under the Act, upon discovery that, or upon the happening of any event
as a result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, which untrue statement or
omission requires amendment of the registration statement or
supplementation of the prospectus, and at the request of any such
seller or Requesting Holder, prepare and furnish to such seller and
Requesting Holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the acquirers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of
the circumstances then existing; provided, however that each Holder of
Registrable Securities registered pursuant to such registration
statement agrees that such Holder will not sell any Registrable
Securities pursuant to such registration statement during the time that
the Company is preparing and filing with the Commission a supplement to
or an amendment of such prospectus or registration statement;
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(g) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available
to its Holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve (12) months, but not
more than eighteen (18) months, beginning with the first month of the
first fiscal quarter after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of
Section 11 (a) of the Act;
(h) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such registration
statement from and after a date not later than the effective date of
such registration statement; and
(i) use its best efforts to list all Registrable
Securities covered by such registration statement on each
securities exchange on which any of the Common Stock of the
Company is then listed or, if the Company's Common Stock is
not then quoted on NASDAQ or listed on any national securities
exchange, use its best efforts to have such Registrable
Securities covered by such registration statement quoted on
NASDAQ or, at the option of the Company, listed on a national
securities exchange.
The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish the Company such
information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request in
writing and as shall be required by law or by the Commission in
connection therewith and such seller shall furnish such information.
4.5 Underwritten Offerings.
(a) Underwritten Offerings. If the number of shares of
Registrable Securities and any other securities to be sold in any
underwritten offering involves a registration requested by Initiating
Holders pursuant to Section 4.2 should be limited due to market
conditions or otherwise, the Company shall include in such registration
to the extent of the number which the Company is so advised can be sold
in such offering (I) first, Registrable Securities requested to be
included in such registration, pro rata among the Holders of such
Registrable Securities on the basis of the number of shares of such
securities requested to be included by such Holders, and (ii) other
securities of the Company proposed to be included in such registration,
in accordance with the priorities, if any, then existing among the
Company and the Holders of such securities.
(b) Underwriting Agreement. If requested by the underwriters
for any underwritten offering of Registrable Securities on behalf of a
Holder or Holders of Registrable Securities pursuant to a registration
requested under Section 4.2, the Company will enter into an
underwriting agreement reasonably acceptable to the Company with such
underwriters for such offering, such agreement to contain such
representations and warranties by the Company and such other terms and
provisions
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as are customarily contained in underwriting agreements with respect to
distributions, including, without limitation, indemnities to the effect
and to the extent provided in Section 4.7, provided, however, that such
agreement shall not contain any provision which is inconsistent with
the provisions hereof. The Holders of Registrable Securities on whose
behalf Registrable Securities are to be distributed by such
underwriters shall be parties to any such underwriting agreement and
the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters shall
also be made to and for the benefit of such Holders of Registrable
Securities. Such Holders of Registrable Securities shall not be
required by the Company to make any representations or warranties to or
agreements with the Company or the underwriters other than reasonable
representations, warranties or agreements (including indemnity
agreements customary in secondary offerings) regarding such Holder,
such Holder's Registrable Securities and such Holder's intended method
or methods of disposition and any other representation required by law.
(c) Piggyback Underwritten Offerings. If the Company at any
time proposes to register any of its securities under the Act as
contemplated by Section 4.3 and such securities are to be distributed
by or through one or more underwriters, the Company will use its best
efforts, if requested by any Holder of Registrable Securities, who
requests piggyback registration of Registrable Securities in connection
therewith pursuant to Section 4.3 to arrange for such underwriters to
include the Registrable Securities to be offered and sold by such
Holder among the securities to be distributed by or through such
underwriters, provided that, for purposes of this sentence, "best
efforts" shall not require the Company to reduce the amount or sale
price of such securities proposed to be distributed by or through such
underwriters. The Holders of Registrable Securities to be distributed
by such underwriters shall be parties to the underwriting agreement
between the Company and such underwriters and the representations and
warranties by, and the other agreements on the part of, the Company to
and for the benefit of such underwriters, shall also be made to and for
the benefit of such Holders of Registrable Securities, and the Company
will cooperate with such Holders of Registrable Securities to the end
that the conditions precedent to the obligations of such Holders of
Registrable Securities under such underwriting agreement shall not
include conditions that are not customary in underwriting agreements
with respect to combined primary and secondary distributions and shall
be otherwise satisfactory to such Holders. Such Holders of Registrable
Securities shall not be required by the Company to make representations
or warranties to or agreements (including customary indemnity
agreements) with the Company or the underwriters other than reasonable
representations, warranties or agreements regarding such Holder, such
Holder's Registrable Securities and such Holder's intended method or
methods of distribution and any other representation required by law.
(d) Selection of Underwriters. Whenever a registration
requested pursuant to Section 4.2 is for an underwritten offering, the
Holders of a majority of
13
the Registrable Securities included in such registration shall have the
right to select the managing underwriter(s) to administer the offering,
subject to the approval of the Company, which approval shall not be
unreasonably withheld. If the Company at any time proposed to register
any of its securities under the Act for sale for its own account and
such securities are to be distributed by or through one or more
underwriters, the selection of the managing underwriter(s) shall be
made by the Company and notice of the selection thereof delivered to
the Holders of all Registrable Securities eligible to participate in
such registration.
(e) Holdback Agreements. If any registration pursuant to
Section 4.2 or 4.3 shall be in connection with an underwritten public
offering, each Holder of Registrable Securities agrees by acquisition
of such Registrable Securities, if so required by the managing
underwriter, not to effect any public sale or distribution of
Registrable Securities (other than as part of such underwritten public
offering) within seven (7) days prior to the effective date of such
registration statement or one hundred twenty (120) days after the
effective date of such registration statement.
4.6 Preparation: Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering
Registrable Securities under the Act, the Company will give the Holders
of Registrable Securities on whose behalf such Registrable Securities
are to be so registered and the Underwriters, if any, each Requesting
Holder, and their respective counsel and accountants, the opportunity
to participate in the preparation of such registration statement, each
prospectus included therein or filed with the Commission and each
amendment thereof or supplement thereto, and will give each of them
such access to its books and records and such opportunities to discuss
the business of the Company with its officers and the independent
public accountants who have certified its financial statements as shall
be reasonably necessary to conduct a reasonable investigation within
the meaning of the Act. To minimize disruption and expense to the
Company during the course of the registration process, sellers of
Registrable Securities to be covered by any such registration statement
shall coordinate their investigation and due diligence efforts
hereunder and, to the extent practicable, will act through a single set
of counsel and a single set of accountants.
14
4.7 Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Act, the
Company shall, and hereby does, hereby indemnify and hold harmless in
the case of any registration statement filed pursuant to this Section
4.2 or 4.3, the seller of any Registrable Securities covered by such
registration statement, such seller's directors, trustees and officers,
each other person who participates as an underwriter in the offering or
sale of such securities and each other person, if any, who controls
such seller or any such underwriter within the meaning of the Act
against any losses, claims, damages, liabilities or expenses, joint or
several, to which such seller or Requesting Holder or any such director
or officer or participating person or controlling person may become
subject under the Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings in respect
thereof) arise out of or are based upon (x) any untrue statement or
alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered
under the Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto,
or any document incorporated by reference therein, or (y) any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and the Company will reimburse such seller, Requesting
Holder and each such director, trustee, officer, participating person
and controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, liability, action or proceeding, provided that the Company
shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or expense (or action or proceeding in respect
thereof) arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance
upon and in conformity with information furnished to the Company by
such seller or such Requesting Holder or any such director, trustee,
officer, participating person or controlling person.
(b) Indemnification by the Seller. The Company may require, as
a condition to including Registrable Securities in any registration
statement filed pursuant to Section 4.2 or 4.3, that the Company shall
have received an undertaking satisfactory to it from each prospective
seller of such securities, severally and not jointly, to indemnify and
hold harmless (in the same manner and to the same extent as set forth
in subsection (a) of this Section 4.7) the Company, each director of
the Company, each officer of the Company who shall sign such
registration statement and each other person, if any, who controls the
Company within the meaning of the Act, with respect to any untrue
statement in or omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus included
therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with information
furnished
15
to the Company by such seller. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling person and
shall survive the transfer of such securities by such seller.
(c) Notice of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or any
proceeding involving a claim referred to in the preceding subsection of
this Section 4.7, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided therein
shall not relieve the indemnifying party of its obligations under the
preceding subsections of this Section 4.7, except to the extent that
the indemnifying party is actually materially prejudiced by such
failure to give notice. In case such action is brought against an
indemnified party, unless in such indemnified party's reasonable
judgment (I) a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, or (ii) the
indemnified party has available to it reasonable defenses which are
different from or additional to those available to the indemnifying
party, the indemnifying party shall be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying
party similarly notified, to the extent that it may wish, with counsel
reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense
thereof other than reasonable costs of investigation. Notwithstanding
the foregoing, in any such action, any indemnified party shall have the
right to retain its own counsel but the fees and disbursements of such
counsel shall be at the expense of such indemnified party unless (I)
the indemnifying party shall have failed to retain counsel for the
indemnified person as aforesaid, or (ii) the indemnifying party and
such indemnified party shall have mutually agreed to the retention of
such counsel. It is understood that the indemnifying party shall not,
in connection with any action or related actions in the same
jurisdiction, be liable for the fees and disbursements of more than one
separate firm qualified in such jurisdiction to act as counsel for the
indemnified party. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but
if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such
claim or litigation.
(d) Other Indemnification. Indemnification similar to that
specified in the
16
preceding subsections of this Section 4.7 (with appropriate
modifications) shall be given by the Company and each seller of
Registrable Securities with respect to any required registration or
other qualification of such Registrable Securities under any federal or
state law or regulation of governmental authority other than the Act.
(e) Contribution. If the indemnification provided for in this
Section 4.7 is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages,
liabilities or expenses described as indemnifiable pursuant to
subsections (a) or (b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party, as a result of such losses, claims,
damages, liabilities or expenses in such proportion as appropriate to
reflect the relative fault of the Company, on the one hand, or such
seller of Registrable Securities on the other hand, and to the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent any untrue statement or omission giving rise to such
indemnification obligation. The Company and the Holder of Registrable
Securities agree that it would not be just and equitable if
contributions pursuant to this subsection (e) were determined by pro
raga allocation (even if Holders of Registrable Securities were treated
as one entity for such purpose) or by any other method of allocation
which did not take account of the equitable considerations referred to
above in this subsection (e). No person guilty of fraudulent
misrepresentations (within the meaning of Section 11 (f) of the Act)
shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation.
(f) Indemnification Payments. The indemnification required by
this Section 4.7 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when
bills are received or any expense, loss, damage or liability is
incurred.
(g) Limitation on Seller's Payments. Notwithstanding any
provision hereof to the contrary, the liability of any seller of
Registrable Securities under this Section 4.2 shall in no event exceed
the proceeds received by such seller from the sale of Registrable
Securities covered by the registration statement giving rise to such
liability.
5. Nominees for Beneficial Owners. In the event any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election, be treated as the Holder
of such Registrable Securities for purposes of any request or other
action by any Holder or Holders of Registrable Securities pursuant to
this Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any Holder or Holders of
Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company
may require assurances reasonably satisfactory to it of such owner's
beneficial ownership of such Registrable Securities.
17
6. Transferability. Subscriber agrees not to transfer or assign
the obligations or duties contained in this Shares Subscription
Agreement, or any of Subscriber's interest herein.
7. Regulation D. Notwithstanding anything herein to the contrary,
every person or entity who, in addition to or in lieu of Subscriber, is
deemed to be a subscriber pursuant to Regulation D promulgated under
the Act, or otherwise, does hereby make and join in the making of all
the covenants, representations and warranties made by Subscriber.
8. Acceptance. Execution and delivery of this Shares Subscription
Agreement and tender of the Assigned Units in payment as referenced in
Section 1 above shall constitute Subscriber's irrevocable offer to
acquire the Shares indicated, which offer may be accepted or rejected
by the Company in its sole discretion for any cause or for no cause.
Acceptance of this offer by the Company shall be indicated by the
execution hereof by the Company.
9. Binding Agreement. Subscriber agrees that Subscriber may not
cancel, terminate or revoke this Shares Subscription Agreement or any
agreement Subscriber makes hereunder, and that this Shares Subscription
Agreement shall survive upon the death or disability of Subscriber and
shall be binding upon and inure to the benefit of the heirs,
successors, assigns, executors, administrators, guardians,
conservators, or personal representatives of Subscriber.
10. Incorporation by Reference. The statement of the number of
Shares subscribed and related information set forth on the signature
page hereof are incorporated as integral terms of this agreement.
11. Notices. Notices and other communication under this agreement
shall be in writing and shall be deemed delivered when received or, if
by U.S. mail, when deposited in a regularly maintained receptacle, by
Certified First Class Mail, postage prepaid, addressed:
(a) if to Subscriber, at the address shown on the signature
page hereof unless the Subscriber has advised the Company, in writing,
of a different address as to which notices shall be sent under this
Agreement, and
(b) if to the Company, at 0000 X. Xxxxxxxxxx, Xxxxx 000,
Xxxxx, Xxxxxxx, 00000, to the attention of Chief Executive Officer or
President or to such other address or to the attention of other such
officer, as the Company shall have furnished to Subscriber.
12. Miscellaneous. This Shares Subscription Agreement together
with the Memorandum and all exhibits to the Memorandum, together,
embody the entire agreement and understanding between the Company and
the other parties hereto and
18
supersedes all prior agreements and understandings relating to the
subject matter hereof. This agreement shall be construed and enforced
in accordance with and governed by the laws of the State of Arizona.
The headings in this agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof. This Shares
Subscription Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, Subscriber has executed this Shares
Subscription Agreement on the date set forth on the signature page.
Subscriber desires to take title in the Shares as follows
(check one):
_____(a) Individual (one signature required on page 21);
_____(b) Husband and Wife as community property (one signature
is required on page 21 if interest is held in one
name, i.e., managing spouse; two signatures are
required on page 21 if interest is held in both
names);
_____(c) Joint Tenants with rights of survivorship (both
parties must sign on page 21);
_____(d) Tenants in Common (both parties must sign on page
21);
_____(e) Trust (trustee(s) must sign on page 23);
_____(f) Partnership or Limited Liability Company (general
partner(s), managers, or authorized member(s) must
sign on page 25);
_____(g) Corporation (authorized officer must sign on page
27);
_____(h) Employee Benefit Plan (authorized officer must sign
on page 29);
_____(I) Individual Retirement Account (authorized party must
sign on page 29);
_____(j) Xxxxx Plan (authorized party must sign on page 29);
_____(k) Other Tax-Exempt Entities (authorized parties must
sign on page 29).
19
The exact name(s) under which title to the Shares is to be
taken and as it is to appear on the stock certificate is as follows:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Please print
20
SHARES SUBSCRIPTION AGREEMENT
M.D. LABS, INC.
SIGNATURE PAGE
FOR INDIVIDUAL SUBSCRIBERS
--------------------------
JOINT TENANTS AND TENANTS IN COMMON
-----------------------------------
Total Shares Subscribed: _____________________________
Total Investment Units Exchanged: _____________________________
Total Dollar Amount: $____________________________
Investor #l Investor #2
---------------------------- ------------------------
Signature Signature
---------------------------- ------------------------
Social Security Number Social Security Number
---------------------------- ------------------------
Print or Type Name Print or Type Name
Residence Address Residence Address
---------------------------- ------------------------
---------------------------- ------------------------
21
ACKNOWLEDGMENT FORM
FOR
INDIVIDUAL SUBSCRIBERS.
-----------------------
JOINT TENANTS. AND TENANTS IN COMMON
------------------------------------
STATE OF )
:ss.
COUNTY OF )
On the__________day of__________________ ,19______ , personally
appeared before me,______________________and_________________________, the
signer(s) of the above instrument, who duly acknowledged to me that he/they
executed the same.
----------------------------------------------
Notary Public in and for Said County and State
SEAL
Subscription Accepted:
M.D. Labs, Inc.
By:_______________________________
Date:_____________________________
22
SHARES SUBSCRIPTION AGREEMENT
M.D. LABS, INC.
SIGNATURE PAGE
FOR TRUST SUBSCRIBERS
---------------------
Total Shares Subscribed: _________________________________
Total Investment Units Exchanged: _________________________________
Total Dollar Amount: $________________________________
Executed at______________________,_____________________
this_______________day of_________________, 19___________
_______________________________________________________________________________
Name of Trust (Please print or type)
_______________________________________________________________________________
Name of Trustee (Please print or type)
_______________________________________________________________________________
Date Trust was formed
By:______________________________________________________________________
Trustee's signature
Taxpayer Identification Number: _________________________________________
Trustee's Address: __________________________________________________
__________________________________________________
__________________________________________________
Attention:_________________________________________________
23
ACKNOWLEDGMENT FORM IF SUBSCRIBER IS A TRUST
STATE OF )
:ss.
COUNTY OF )
On the__________day of_______________, 19_____, personally appeared
before me,_____________________________________, who being duly sworn did say
that he/she is the trustee of the_____________________________, a trust, and
that said instrument was signed in behalf of said trust by authority of the
applicable trust instrument and said_______
__________________________acknowledged to me that said trust executed the same.
______________________________________________
Notary Public in and for said County and State
SEAL
Subscription Accepted:
M.D. Labs, Inc.
By:_________________________________
Date:________________________________
24
SHARES SUBSCRIPTION AGREEMENT
M.D. LABS, INC.
SIGNATURE PAGE
FOR PARTNERSHIP AND LIMITED LIABILITY COMPANY SUBSCRIBERS
---------------------------------------------------------
Total Shares Subscribed: _______________________________________
Total Investment Units Exchanged: _______________________________________
Total Dollar Amount: $______________________________________
Executed at________________________________,___________________
this _______________day of___________, 19_____.
________________________________________________________________________________
Name of Partnership or Limited Liability Company (Please print or type)
By:_____________________________________________________________________________
Signature of General Partner, Manager, or authorized Member
_______________________________(Print or Type Name)
By:_________________________________________________________________________
Signature of additional General Partner, Manager, or authorized Member
(if required by Partnership Agreement or Operating Agreement)
_______________________________(Print or Type Name)
By:_________________________________________________________________________
Signature of additional General Partner, Manager, or authorized Member
(if required by Partnership Agreement or Operating Agreement)
_______________________________(Print or Type Name)
Taxpayer Identification Number: _____________________________________
Business Mailing Address: ________________________________________
________________________________________
________________________________________
Attention:______________________________
25
ACKNOWLEDGMENT FORM IF SUBSCRIBER IS A PARTNERSHIP
OR LIMITED LIABILITY COMPANY
STATE OF )
:ss.
COUNTY OF )
On the ____ day of __________, 19__ , personally appeared before me,
__________ and __________ who being duly sworn (or affirmed) did say that
he/they are the __________ of the partnership/limited liability company that
executed the within instrument and such instrument was signed by him/them on
behalf of said partnership/limited liability company and acknowledged to me that
said partnership/limited liability company executed the same.
______________________________________________
Notary Public in and for said County and State
SEAL
Subscription Accepted:
M.D. Labs, Inc.
By:________________________________________
Date:______________________________________
26
SHARES SUBSCRIPTION AGREEMENT
M.D. LABS, INC.
SIGNATURE PAGE
FOR CORPORATE SUBSCRIBERS
-------------------------
Total Shares Subscribed: ___________________________________
Total Investment Units Exchanged: ___________________________________
Total Dollar Amount: $__________________________________
Executed at ______________________________,_____________________ this___________
__day of________________________________, 19__________.
________________________________________________________________________________
Name of Corporation (Please print or type)
By:_____________________________________________________________________________
Signature of authorized agent
________________________________(Print or Type Name)
Title:__________________________________________________________________________
Taxpayer Identification Number:_______________________________________
Address of Principal _________________________________________________Corporate
Offices:
_________________________________________________
_________________________________________________
Mailing Address: _________________________________________________
(if different)
_________________________________________________
_________________________________________________
Attention: _________________________________________________
27
ACKNOWLEDGMENT FORM IF SUBSCRIBER IS A CORPORATION
STATE OF )
: ss.
COUNTY OF )
On the ____ day of __________, 19__ , personally appeared before me,
__________ , who being duly sworn (or affirmed) did say that he/she is the
_______________, of _______________, and that said instrument was signed by
him/her on behalf of said corporation by authority of its bylaws (or of a
resolution of its board of directors, as the case may be), and said ,
acknowledged to that said corporation executed the same.
______________________________________________
Notary Public in and for said County and State
SEAL
Subscription Accepted:
M.D. Labs, Inc.
By: _______________________________________
Date: ____________________________________
28
SHARES SUBSCRIPTION AGREEMENT
M.D. LABS, INC.
SIGNATURE PAGE IF SUBSCRIBER IS A
EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT
----------------------------------------------------
XXXXX PLAN OR OTHER ENTITY
--------------------------
Total Share Subscribed: ____________________________________
Total Investment Units Exchanged: ____________________________________
Total Dollar Amount: $___________________________________
Executed at_____________________________________,_________________________ this
day of____________________________, 19__________.
Name of Entity (Please print or type)
By: ____________________________________
Signature of authorized agent
____________________________________
Print or type name
____________________________________
Title
Taxpayer Identification Number:_________________________________________________
Address of Principal Offices: _________________________________________________
_________________________________________________
Mailing Business Address: _________________________________________________
_________________________________________________
Attention:_______________________________________
29
ACKNOWLEDGMENT FORM IF SUBSCRIBER IS AN
EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT.
-----------------------------------------------------
XXXXX PLAN OR OTHER ENTITY
--------------------------
STATE OF )
:ss.
COUNTY OF )
On the______________________day of_________________________________,
19__________, personally appeared before me,
__________________________________________, of_______________________________,
and that said instrument was signed by him/her on behalf of said entity, and
said _______________________________________acknowledged to me that said entity
executed the same.
______________________________________________
Notary Public in and for said County and State
SEAL
Subscription Accepted:
M.D. Labs, Inc.
By:____________________________________________
Date:__________________________________________
30
