Exhibit 4.1
SUBSCRIPTION AGREEMENT
____________, 1998
The Pathways Group, Inc.
00000 XX 000xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Ladies/ Gentlemen:
1. Subscription, Purchase and Closing; Purchase Price Adjustment.
1.1 The undersigned ("Subscriber"), intending to be legally bound,
hereby subscribes for and agrees to purchase the number of shares (the "Shares")
of the Common Stock, par value $.01 per share (the "Common Stock"), of The
Pathways Group, Inc., a Delaware corporation (the "Company"), indicated on the
signature page hereto, at a price of $15.00 per Share (the "Purchase Price") and
upon the terms and conditions set forth in this subscription agreement (this
"Agreement").
1.2 The Shares subscribed for hereby shall not be deemed owned by
Subscriber, nor shall Subscriber be deemed a holder of securities of the Company
until this subscription has been accepted by the Company and the Purchase Price
for the Shares subscribed for has been paid. Subscriber understands and agrees
that the Company reserves the right to reject this subscription for the Shares
in whole or in part, in its sole discretion, at any time through the Closing
Date (as that term is defined in Section 1.5). This subscription is subject to
allotment. If subscription for the Shares is oversubscribed, the Company will
determine which subscriptions shall be accepted, in whole or in part.
1.3 In the event of rejection of this subscription, or in the event the
sale of the Shares is not consummated for any reason (in which event this
Agreement shall be deemed to be rejected), this Agreement shall have no force or
effect.
1.4 Subscriber hereby agrees to deliver the Purchase Price required to
purchase the number of Shares subscribed for hereunder, as that amount may be
reduced pursuant to Section 1.2 hereof, on the Closing Date set by the Company
pursuant to Section 1.5 hereof.
1.5 At such time as the Company and Xxxxx & Company Incorporated, as
placement agent (the "Placement Agent"), shall determine, the Placement Agent
shall establish and inform Subscriber of the closing date for such subscription
(the "Closing Date") and the date upon which the Purchase Price shall be
delivered to the Company.
1.6 Payment of the full Purchase Price for the Shares to be purchased
shall be made by 1:00 p.m. on the day prior to the applicable Closing Date by
wire transfer of immediately available funds or at such other time and by such
other means as the Company shall approve. The Company or the Placement Agent
will notify Subscriber as to payment instructions. Promptly after the Closing
Date, certificates representing the Shares purchased by Subscriber will be
delivered by the Company to Subscriber.
1.7 Pursuant to the Offering Memorandum dated July 23, 1998, the
Company is offering (the "Offering") up to an aggregate of 700,000 shares of
Common Stock (including the Shares being purchased by Subscriber, the "Total
Offering Size"), which may be sold to subscribers at one or more closings. The
Company expects to hold the initial closing (the "Initial Closing") once the
Company has received subscriptions for at least 100,000 shares (the "Initial
Shares"). The Company reserves the right, in its sole discretion, to increase
the Total Offering Size, depending upon the interest of potential investors. The
subscription price for shares sold at any closing after the Initial Closing may
vary from the
Purchase Price, as agreed by the Company and the subscribers at such subsequent
closings. If the subscription price for Shares at any subsequent closing is less
than $15.00, then the Company will, at such subsequent closing, issue to the
purchasers of Initial Shares such number of additional Shares equal to (a)(i)
the difference between $15.00 and the subsequent subscription price, multiplied
by (ii) the number of Initial Shares purchased, and divided by (b) the
subsequent subscription price. To the extent such additional shares include a
fractional interest, such fractional interest shall be paid in cash to the
purchasers of Initial Shares.
2. Representations, Warranties and Agreements of Subscriber. Subscriber
hereby represents and warrants to the Company, and hereby covenants and agrees
with the Company as follows:
(a) Subscriber has carefully read this Agreement and, to the extent
Subscriber believes necessary, has discussed with Subscriber's counsel and
other professional advisor(s) the representations, warranties, covenants
and agreements which Subscriber makes by signing it, and any applicable
limitations upon Subscriber's transfer of the Shares issuable thereunder.
Subscriber acknowledges that Subscriber has not relied upon the legal
counsel or accountants for the Company regarding the transactions
contemplated by this Agreement, and Subscriber has been advised to engage
separate legal counsel and accountants to represent Subscriber's individual
interest and advise Subscriber regarding the structure of, and risks
associated with, such transactions.
(b) Subscriber understands that as a publicly traded company, the
Company files with the Securities and Exchange Commission (the "SEC")
various reports, including quarterly and annual financial statements,
annual reports to shareholders, and proxy statements, and that all of such
reports, statements and information are available to the public, including
Subscriber, from the SEC and directly from the Company. Subscriber
acknowledges that the Company has delivered to Subscriber within a
reasonable time prior to the execution of this Subscription Agreement a
copy of the following: (i) a Confidential Offering Memorandum prepared by
the Company containing, among other things, brief descriptions of the
securities being offered and use of the proceeds from the offering and
certain risk factors associated with an investment in the Shares; (ii) the
Company's Form 10SB filed on April 29, 1998; (iii) the Company's Form 10-Q
for the fiscal quarter ended March 31, 1998; (iv) the Company's press
releases since December 31, 1997; and (v) such other documents as
Subscriber (and Subscriber's attorney, accountant and/or other advisors)
deemed pertinent in order for Subscriber to make an informed investment
decision (the documents identified in clauses (i) through (v) herein are
collectively referred to herein as the "Documents").
Subscriber further acknowledges that Subscriber is entering into this
Agreement solely on the basis of information contained in the Documents and
not on the basis of any information, representations or agreements made by
any other person, and that no representations or warranties of any nature
have been made to Subscriber with respect to the ultimate economic
consequences or tax consequences of Subscriber's investment in the Company.
Subscriber acknowledges that any forecasted financial data which may have
been given to Subscriber is for illustration purposes only and no assurance
is given that actual results will correspond with the results contemplated
in any such data.
(c) Subscriber acknowledges that Subscriber has had the opportunity to
ask questions of, and receive answers from, or obtain additional
information from, the executive officers of the Company concerning the
financial and other affairs of the Company, and, to the extent deemed
necessary in light of Subscriber's personal knowledge of the Company's
affairs, Subscriber has asked such questions and received satisfactory
answers and desires to invest in the Company. Subscriber has been advised
and acknowledges that no federal or state agency has made any finding or
determination as to the fairness or merits of an investment in the Company
and that no such agency has made any recommendation or endorsement
whatsoever with respect to such an investment.
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(d) Subscriber is an "accredited investor" as that term is defined in
Rule 501 of Regulation D promulgated by the SEC under the Securities Act of
1933, as amended (the "Securities Act"). For this purpose, Subscriber
understands that an "accredited investor" includes:
(i) any individual who: (A) has a net worth (with spouse) in
excess of $1 million; or (B) has had an individual income in excess of
$200,000 (or joint income with spouse in excess of $300,000) in each
of the two most recent years and who reasonably expects the same
income level for the current year; or (C) who is an executive officer
or director of the Company;
(ii) any entity in which all of the equity owners or partners are
"accredited investors": or
(iii) any corporation or partnership with total assets in excess
of $5,000,000 that was not formed for the specific purpose of
purchasing the securities subscribed hereunder.
(e) Subscriber considers himself/herself/itself to be a sophisticated
investor in companies similarly situated to the Company, and Subscriber has
substantial knowledge and experience in financial and business matters
(including knowledge of finance, securities and investments, generally, and
experience and skill in investments based on actual participation) such
that Subscriber is capable of evaluating the merits and risks of the
prospective investment in the Company.
(f) Subscriber's current address and, if Subscriber is an entity,
Subscriber's state of incorporation or organization, are as set forth on
the signature page hereof. If Subscriber is an entity which does not meet
the classification set forth under Section 1(d)(iii) above, each of
Subscriber's equity owners and/or partners has the same state of residence
as the Subscriber's state of organization and none of Subscriber's equity
owners and/or partners has any present intention of moving from such state
of residency.
(g) Subscriber has been advised and acknowledges that the issuance of
the Shares will not be registered under the Securities Act, in reliance
upon the exemption(s) from registration promulgated thereunder, and,
therefore, are "restricted securities." Subscriber also acknowledges that
the issuance of the Shares will not be registered under the securities laws
of any state. Consequently, Subscriber agrees that the Shares cannot be
resold unless they are registered under the Securities Act and applicable
state securities laws, or unless an exemption from such registration
requirements is available. Subscriber has been advised and acknowledges
that the Company is under no obligation to take any action necessary in
order to make available any exemption for the transfer of the Shares
without registration.
(h) Subscriber is purchasing the Shares solely for Subscriber's own
account and not as nominee for, representative of, or otherwise on behalf
of, any other person. Subscriber is purchasing the Shares with the
intention of holding the Shares for investment, with no present intention
of participating directly or indirectly in a subsequent public distribution
of the Shares unless registered under the Securities Act and applicable
state securities laws, or unless an exemption from such registration
requirements is available. Subscriber shall not make any sale, transfer or
other disposition of the Shares in violation of state or federal law.
(i) Subscriber has been advised that there is no assurance than an
active market for the Shares will continue in the future. Subscriber is
aware that Subscriber's investment in the Company is speculative and
involves a high degree of risk of loss arising from, among other things,
substantial market, operational, competitive and other risks, and, having
made Subscriber's own evaluation of the risks associated with this
investment, Subscriber is aware and Subscriber has been advised that
Subscriber must bear the economic risks of a purchase of the Shares
indefinitely.
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(j) Subscriber acknowledges that the Shares were not offered to
Subscriber by means of any form of general or public solicitation or
general advertising, or publicly disseminated advertisements or sales
literature, including (i) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media, or
broadcast over television or radio, or (ii) any seminar or meeting to which
Subscriber was invited by any of the foregoing means of communication.
(k) Subscriber understands and agrees that the Company, and all
current and further stockholders of the Company, are relying on the
agreements and representations contained herein. (l) In connection with the
purchase of the Shares by Subscriber, Subscriber has not and will not pay,
and has no knowledge of the payment of, any commission or other direct or
indirect renumeration to any person or entity for soliciting or otherwise
coordinating the purchase of the Shares, except to such persons or entities
as are duly licensed and/or registered to engage in securities offering and
selling activities (or are exempt from such licensing and/or registration
requirements) in the state(s) in which such activities have taken place in
connection with the transaction contemplated by this Agreement.
(m) Subscriber has been advised and agrees that there will be placed
on any certificates representing the Shares, or any substitution(s)
thereof, a legend stating in substance the following (and including any
restrictions or conditions that may be required by any applicable state
law), and Subscriber has been advised and further agrees that the Company
will refuse to permit the transfer of the Shares out of Subscriber's name
in the absence of compliance with the terms of such legend:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended, or under any state securities laws and may not be
sold, pledged, transferred, assigned or otherwise disposed
of except in accordance with such Act and the rules and
regulations thereunder and in accordance with applicable
state securities laws. The Company will transfer such
securities only upon receipt of evidence satisfactory to the
Company, which may include an opinion of counsel, that the
registration provisions of such Act have been compiled with
or that such registration is not required and that such
transfer will not violate any applicable state securities
laws."
(n) Subscriber is aware that the Company may offer and sell additional
shares of common stock in the future, thereby diluting Subscriber's
percentage equity ownership of the Company.
3. Representations of the Company. As used in this Section 3, the
following capitalized terms shall have the meanings set forth below:
"Contract" means any agreement, indenture, lease, sublease, license,
sublicense, promissory note, evidence of indebtedness, insurance policy,
annuity, mortgage, restriction, commitment, obligation or other contract,
agreement or instrument (whether written or oral).
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect from time to time.
"GAAP" means generally accepted accounting principles in effect in the
United States of America from time to time.
"Material Adverse Change" or "Material Adverse Effect" means, with
respect to any Person, any change or effect that is or is reasonably likely to
be materially adverse to the financial condition, business, prospects or results
of operations of such Person.
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"Person(s)" means any individual, sole proprietorship, partnership,
joint venture, trust, limited liability company, incorporated organization,
association, corporation, institution, public benefit corporation, entity or
government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or
department thereof).
"Requirement of Law" means, as to any Person, the certificate of
incorporation, bylaws or other organizational or governing documents of such
Person, and any domestic or foreign and federal, state or local law, rule,
regulation, statute or ordinance or determination of any arbitrator or a court
or other governmental authority, in each case applicable to or binding upon such
Person or any of its properties or to which such person or any of its property
is subject.
Subscriber is subscribing for the Shares based upon the following
representations and warranties of the Company, which the Company hereby confirms
by accepting this subscription:
(a) Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
has the corporate power to own and/or lease its properties and to conduct
its business in the places where such properties are now owned, leased or
operated or such business is presently conducted. The Company is duly
qualified and licensed as a foreign corporation in the States of
Washington, California [and Hawaii] and in each additional jurisdiction in
which it owns or leases real property or in which its operations or
activities would otherwise require such qualification, except where the
failure to so qualify would not have a Material Adverse Effect on the
Company and its sub idiaries taken as a whole.
(b) Authorization. The execution, delivery and performance of this
Agreement by the Company has been duly and validly authorized and approved
by its Board of Directors, and this Agreement, when executed by a duly
authorized officer of this Company, will be a valid and binding agreement
of the Company, enforceable in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization
or other similar laws and legal and equitable principles limiting or
affecting the rights of creditors generally and/or (ii) general principles
of equity, regardless of whether considered in a proceeding in equity or at
law, and except as rights to indemnification hereunder may be limited by
Federal or state securities laws.
(c) Capitalization. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, $.01 par value per share,
and 1,000,000 shares of Preferred Stock, par value $0.01 per share. All
issued and outstanding shares of capital stock of the Company have been,
and as of the Closing Date will be, duly authorized and validly issued and
are fully paid and non-assessable. As of June 30, 1998, (i) 12,904,487
shares of Com.mon Stock are issued and outstanding; and (ii) no shares of
Preferred Stock have been issued by the Company. The Company has a Stock
Option Incentive Plan, pursuant to which the Company may issue options to
acquire up to an aggregate of 2,000,000 shares of Common Stock to its key
employees. As of June 30, 1998, 410,000 options were outstanding under this
plan.
(d) No Violations; Defaults. The execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not (i) violate, result (with the lapse of time or giving of
notice, or both) in a violation of, conflict with, or constitute a default
under, or permit the termination or acceleration of the maturity of, any
material indebtedness or material obligation of the Company; (ii) violate,
result (with the lapse of time or giving of notice, or both) in a violation
of, conflict with or constitute a default under, any material term of, or
permit the termination of, any material note, mortgage, indenture, license,
agreement, contract, arrangement, understanding or other instrument to
which the Company is a party, or by which it is bound or the Certificate of
Incorporation or By Laws of the Company; (iii) except as contemplated by
this Agreement or where the absence would not have a material adverse
effect on the Company or its subsidiaries, taken as a whole, require
consent, approval, waiver or authorization from or registration or filing
with any party, including but not limited to any party to any material
agreement to which the Company is a party or by which it is bound or by any
regulatory or governmental agency, body or entity; or (iv) violate any
statute, law, rule, regulation
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or ordinance, or any judgment, decree, order, regulation or rule of any
court, tribunal, administrative or governmental agency, body or entity to
which the Company or its properties are subject.
(e) Validity of Securities. The Shares when issued in accordance with
the terms and conditions hereof will be validly authorized, legally issued,
fully paid and nonassessable and the delivery to Subscriber of the Shares
delivered pursuant to this Agreement shall vest in it good and marketable
title thereto, free of any and all liens, options, encumbrances, charges,
third-party rights or claims of any nature whatsoever except for
restrictions on transfers set forth herein or imposed by law.
(f) Disclosure. The Company is aware of no facts which lead it to
believe that the Documents contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(g) Consents/Approvals. No consent, approval, waiver or other
action by any Person under any Contract to which the Company is a party,
or, by which any of its properties or assets are bound, is required or
necessary for the execution, delivery or performance by the Company of this
Agreement and the consummation of the transactions contemplated hereby,
except where the failure to obtain such consents, filings, authorizations,
approvals or waivers or make such filings would not have a Material Adverse
Effect on the Company.
(h) SEC Reports and Nasdaq Compliance. Since January 1, 1997, the
Company has made all filings (the "SEC Reports") required to be made by it
under the Exchange Act. The SEC Reports, when filed, complied in all
material respects with all applicable requirements of the Securities Act
and the Exchange Act and the securities laws, rules and regulations of any
state and pursuant to any Requirements of Law. The SEC Reports, when filed,
did not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make
the statements made therein, in light of the circumstances under which they
were made, not misleading. The Company will use its best efforts to ensure
its continued inclusion in, and the continued eligibility of the Common
Stock for trading on, the Nasdaq over-the-counter market (Bulletin Board)
under all currently effective and currently proposed inclusion requirements
prior to and after the Closing and will use its reasonable efforts to cause
its application to be quoted on the Nasdaq SmallCap Market to be declared
effective as promptly as practicable.
(i) Financial Statements. Each of the balance sheets included in the
Documents (including any related notes and schedules) fairly presents in
all material respects the financial position of the Company as of its date,
and each of the other financial statements included in the Documents
(including any related notes and schedules) fairly presents in all material
respects the results of operations or other information therein of the
Company for the periods or as of the dates therein set forth in accordance
with GAAP consistently applied during the periods involved (except that the
interim reports are subject to normal recording adjustments which might be
required as a result of year-end audit and except as otherwise stated
therein).
(j) Material Changes. Except as set forth in the SEC Reports, or as
otherwise contemplated herein, since December 31, 1997, there has been no
Material Adverse Change in the Company. Except as set forth in the SEC
Reports, since December 31, 1997, there has not been (i) any direct or
indirect redemption, purchase or other acquisition by the Company of any
shares of the Common Stock or (ii) declaration, setting aside or payment of
any dividend or other distribution by the Company with respect of the
Common Stock.
(k) No Commissions. In connection with the purchase of the Shares
hereunder, the Company has agreed to pay the Placement Agent a placement
fee and certain expenses relating to the transactions contemplated
hereunder. Except for such placement fee and expenses, the Company has not
incurred any other obligation for any finder's or broker's or agent's fees
or commissions in connection with the sale of the Shares.
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The Company represents that the foregoing representations and
warranties are true and correct as of the date hereof and, unless the Company
otherwise notifies Subscriber prior to the Closing Date, shall be true and
correct as of the Closing Date. The foregoing representations and warranties
shall survive the Closing Date.
4. Registration Rights.
4.1 Registration of Shares. As soon as practicable, but in any event no
later than 45 days after the final Closing Date on which all of the Shares to be
offered pursuant to the Offering Materials are sold, the Company will file a
registration statement (the "Registration Statement") under the Securities Act
of 1933, as amended, with respect to all of the Shares (collectively, the
"Subject Stock"), and the Company shall use its best efforts to cause such
Registration Statement to become effective as soon as practicable after filing.
In connection therewith, each holder of Shares (each, a "Holder") will provide
in a timely manner all such information and materials pertaining to it as may be
required in order to permit the Company to comply with all applicable
requirements of the Commission and to obtain the acceleration of the effective
date of the Registration Statement. In connection with such registration, the
Company shall:
(a) keep the Registration Statement effective until the earliest of
(i) when each Holder has sold its Subject Stock, (ii) one year following
the effective date of the Registration Statement, or (iii) the date the
Shares may be sold under Rule 144 under the Securities Act of 1933;
(b) as expeditiously as possible furnish to each Holder such
reasonable numbers of copies of the prospectus as such Holder may
reasonably request in order to facilitate the public sale or other
disposition of the Subject Stock;
(c) as expeditiously as possible use its best efforts to register or
qualify the Subject Stock under the securities or Blue Sky laws of such
states as Subscriber shall reasonably request, provided, however, that the
Company shall not be required in connection with this paragraph (c) to
qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction;
(d) pay all costs and expenses incident to registration hereunder,
except as set forth in Section 4.2.
4.2 Holder's Fees. Each Holder shall pay any and all underwriters'
discounts, brokerage fees and transfer taxes incident to the sale of the Subject
Stock sold by such Holder pursuant to this Section and the fees and expenses of
its counsel.
4.3 Indemnification.
(a) In connection with any registration effected pursuant hereto, the
Company will indemnify each Holder, each of such Holder's officers and
directors, and each person controlling such Holder within the meaning of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereto) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus (including any
related registration statement, notification or the like) incident to any such
registration, or based on 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, or any violation by the Company of any rule or
regulation promulgated under the Securities Act applicable to the Company and
relating to action or inaction required of the Company in connection with any
such registration, and will reimburse each Holder, such Holder's officers and
directors, and each person controlling such Holder, for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action,
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provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage or liability arises out of or is based on any
untrue statement or omission based upon written information furnished to the
Company by an instrument duly executed by such Holder specifically for use
therein.
(b) In connection with any registration effected pursuant hereto, each
Holder will indemnify the Company, each of the Company's directors and officers
and each person controlling the Company within the meaning of the Securities
Act, against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement or
prospectus, or 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, or any violation by such Holder of any rule or regulation
promulgated under the Securities Act applicable to such Holder and relating to
action or inaction required of such Holder in connection with such registration,
and will reimburse the Company, such directors, officers and persons for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
Holder specifically for use therein.
4.4 Further Actions. In connection with any registration effected
pursuant hereto each Holder shall execute, deliver, furnish or file with the
Company, the underwriter(s), or the appropriate regulatory body, any
information, representations, undertakings and agreements necessary to carry out
the registration covenant or to otherwise effect the registration of the Share .
5. Miscellaneous.
5.1 Neither this Agreement nor any provisions hereof shall be modified,
discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, change, discharge or termination is sought to be
enforced.
5.2 Any notice, demand or other communication which any party hereby
may be required or may elect, to give to anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to
such address as may be given herein three business days after such deposit, or
(b) delivered personally at such address. The Company's address for notices is
set forth on the first page hereof.
5.3 This Agreement may be executed through the use of separate
signature pages or in any number of counterparts, and each of such counterparts
shall, for all purposes, constitute one agreement binding on all the parties,
notwithstanding that all parties are not signatories to the same counterpart.
5.4 Except as otherwise provided herein, the agreement shall be binding
upon and inure to the benefit of the parties and their successors, legal
representatives and assigns.
5.5 This instrument contains the entire agreement of the parties, and
there are no representations, covenants or other agreements except as stated or
referred to herein.
5.6 This Agreement is not transferable or assignable by Subscriber
except as may be provided herein.
5.7 This Agreement shall be governed by and construed in accordance
with the law of the State of New York applicable to agreements made and to be
performed in that State.
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IN WITNESS WHEREOF, Subscriber has caused to be executed this Agreement
as of the date indicated and agrees to be bound by this Agreement.
SUBSCRIBER:
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By:
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Name:
Title:
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[Principal Address]
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[Tax Identification Number]
Number of Shares to be
Purchased:
-----------
Price per Share: $15.00
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Total Purchase Price:
-----------
Accepted By:
THE PATHWAYS GROUP, INC.
By:
-------------------------
Name:
Title:
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