EXHIBIT 6.10
February 11, 1997
NAME AND ADDRESS
Re: Subscription Agreement for certain Units Consisting of Senior Debentures
and Warrants to Purchase Common Stock of International CompuTex, Inc.
Dear ________________:
You recently subscribed for Units of International CompuTex, Inc. (the
"Company"), each Unit consisting of Senior Debentures ("Debentures") and
Warrants to purchase shares of Common Stock of the Company ("Selling Stockholder
Warrants"). In connection with your subscription, you received a Confidential
Private Placement Memorandum dated December 23, 1996 (the "Memorandum"), to
provide you with the information regarding the business and financial condition
of the Company. This letter will clarify the terms of your subscription and
provide you with an opportunity to rescind or reaffirm.
In connection with your subscription, certain representatives of the Selling
Agent may have informed you that, upon exercise of the Selling Stockholder
Warrants after the expiration of the six (6) month period following an initial
public offering, the shares of Common Stock you acquire would be freely
tradeable. In fact, as set forth in the Memorandum and Subscription Agreement,
upon exercise of the Selling Stockholder Warrants, the shares of Common Stock
underlying the Selling Stockholder Warrants will not be immediately tradeable,
but instead will be restricted securities within the meaning of Rule 144 of the
Securities Act. Thus, after exercise of the Selling Stockholder Warrants, you
will be required to hold those shares of Common Stock for a period of two (2)
years before selling them. The two year holding requirement may not apply if,
after the Selling Stockholder Warrants are exercised, the Company chooses to
register any of its Common Stock for its own account or for the account of other
security holders. In either of those cases, you may be entitled to exercise
certain "piggyback" registration rights.
As you know, the Company is considering the possibility of an initial public
offering of its Common Stock, although there is no way to be sure when such a
public offering will occur, if ever. The Company is interested in providing you
with an increased possibility of liquidity in your shares of Common Stock, which
you would acquire if your Selling Stockholder Warrants become exercisable and if
you choose to exercise them. Accordingly, the Company intends to register in
the proposed offering the shares underlying the Selling Stockholder Warrants.
If you reaffirm your investment, and if there is such an offering, you will be
permitted to exercise your Selling Stockholder Warrants within the thirty (30)
day
period after the effective date of the offering. Thus, your Selling Stockholder
Warrants will no longer be subject to the six (6) month waiting period currently
required before you have the right to exercise them. However, you will be
required to hold the shares of Common Stock underlying your Selling Shareholder
Warrants for the remainder of the twelve (12) month period immediately following
the effective date of the offering (the "twelve month contractual lock-up").
While you are not required to exercise your Selling Stockholder Warrants
within the thirty (30) day period following the effective date of any such
offering, if you do not do so, we cannot guarantee that a current prospectus
will exist at the time you choose to exercise your Selling Stockholder Warrants.
As a result, any shares of Common Stock transferred to you upon exercise of your
Selling Stockholder Warrants after the thirty (30) day period may be deemed
restricted under Rule 144. You will note that the Company is under no
obligation to maintain a current prospectus and there can be no assurance that
one will be maintained for more than thirty (30) days after the effective date
of the registration. In addition, any shares transferred to you upon exercise
of your Selling Stockholder Warrants after the thirty (30) day period following
the effective date will remain subject to the twelve month contractual lock-up.
If your Common Stock is restricted, nothing in the above arrangement will
prevent you from selling your Common Stock under Rule 144 after you have held it
for at least two years after exercising your Selling Stockholder Warrants. Nor
will the arrangement alter your ability to exercise your "piggyback"
registration rights should they become available.
As stated in the Memorandum, there can be no assurance that the Company will
"go public" within the next year, if ever. Further, as described above,
circumstances could prevent your Common Stock from being transferable.
In light of the above clarification, the Company requests that you either
cancel or reaffirm your subscription for Units of the Company. The form of
affirmation is attached to this letter as Exhibit A and the form of rescission
is attached as Exhibit B. If you choose to rescind, you must return both the
Debentures and Warrants to the Company with your rescission form. Upon receipt
of your rescission form and your Debentures and Warrants, you will receive,
within five business days, a full refund of your subscription amount and
interest at the rate of six (6) percent per annum from the date of your
subscription to the date of your rescission. The offer contained in this letter
will remain open for ten days after the date of this letter. If we have not
heard from you by that time, we will assume that you have chosen to affirm your
subscription, the offer will no longer be open and you will retain your
debenture and warrant.
If you have any questions concerning the contents of this letter or your
right to reaffirm
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or rescind your investment, please call Xxxx X. Xxxxx at (000)000-0000 or Xxxxx
Xxxxxx-Xxxxx at X.X. Xxxxxx & Co., Inc. at 000-000-0000.
Sincerely,
International CompuTex, Inc.
Xxxx X. Xxxxx
Chief Executive Officer
Attachments
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Exhibit A
International CompuTex, Inc.
Xxxxx 000
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 30328-4662
Affirmation of Subscription
I, the undersigned, hereby acknowledge receipt of the letter from Xxxx X.
Xxxxx, dated February 11, 1997. I hereby affirm my subscription or
subscriptions, dated January ___, 1997, to purchase Units of the Company.
I agree, for the benefit of the Company and the undersigned, that should an
initial public offering of the Company's Common Stock become effective and
should I exercise my Selling Stockholder Warrants in accordance with the terms
contained in the February 11, 1997 letter from Xxxx X. Xxxxx, I will not,
without prior written consent of the Company, sell, assign, hypothecate, pledge
or otherwise dispose of, directly or indirectly, any shares of Common Stock I
may acquire upon exercise of my Selling Stockholder Warrants, during the twelve
(12) month period commencing on the effective date of the offering.
Furthermore, I will permit all certificates evidencing any such securities to be
endorsed with the appropriate restrictive legends, and I consent to the
placement of appropriate stop transfer orders with the transfer agent for the
Company, consistent with that registration.
Dated: , 1997
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Signature of Subscriber
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Name of Subscriber
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Social Security No.
Exhibit B
International CompuTex, Inc.
Suite 507
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Rescission of Subscription
I, the undersigned, hereby acknowledge receipt of the letter of Xxxx X.
Xxxxx, dated February 11, 1997. I hereby rescind my subscription or
subscriptions, dated January ___, 1997, to purchase Units of the Company. I am
attaching the original Debenture and Warrant for cancellation by the Company.
Dated: , 1997
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Signature of Subscriber
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Name of Subscriber
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Social Security No.
