Coyote Network Systems, Inc.
SUBSCRIPTION AGREEMENT
Coyote Network Systems, Inc.
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Chairman and CEO
Ladies and Gentlemen:
1. Subscription. The undersigned is hereby purchasing from Coyote Network
Systems, Inc., a Delaware corporation (the "Company"), ___________ shares (the
"Shares") of the Company's common stock, par value $1.00 per share (the "Common
Stock"), for a purchase price of $6.00 per share and an aggregate purchase price
of $ ________ (the "Purchase Price"). This Subscription is being made in
connection with the Company's private placement of the Shares solely to
"Accredited Investors" as that term is defined in Section 501(a) of Regulation D
under the Securities Act of 1933 (the "Act")(the "Offering"). The Terms of the
Offering are more specifically described on Annex A hereto.
2. Closing. On the date hereof (the "Closing"), payment of the Purchase Price is
being made by electronic wire transfer in accordance with the following
instructions:
Bank Name:
ABA #:
Credit:
Account #:
Further Credit:
Account #:
Attention:
or by delivery of a bank check or certified check made payable to "Coyote
Network Systems, Inc. Escrow Account," in either case against delivery to the
undersigned of a certificate representing the Shares. All checks should be
delivered, together with an executed copy of this Subscription Agreement, to
Sunrise Securities Corp., the Placement Agent for this Offering as follows:
Sunrise Securities Corp.
000 Xxxx 00xx Xxxxxx
00xx xxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Xxxx Xxxxxxxxx, Vice President
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3. Representations and Warranties of the Company. To induce the undersigned to
enter into this Agreement and to purchase the Shares, the Company hereby
represents and warrants to the undersigned the following:
(1) Organization Standing, Etc. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to own or lease its
properties and to carry on its business as it is now being conducted. The
Company has the requisite corporate power and authority to issue the Shares and
to perform its obligations under this Subscription Agreement.
(2) Valid Issuance. The Shares, when issued and delivered pursuant to terms of
this Subscription Agreement, will be duly authorized, validly issued and
enforceable in accordance with their respective terms and the terms of this
Subscription Agreement.
(3) Corporate Acts and Proceedings. This Subscription Agreement and the Offering
have been duly authorized by all necessary corporate action on behalf the
Company. This Subscription Agreement has been duly executed and delivered by
authorized officers of the Company, is a valid and binding agreement on the part
of the Company and is enforceable against the Company in accordance with its
terms. All corporate actions necessary to the authorization, creation, issuance
and delivery of the Shares and the conducting of the Offering have been taken by
the Company.
(4) Compliance with Applicable Laws and Other Instruments. Neither the execution
or delivery of, nor the performance of or compliance with this Subscription
Agreement, the issuance of the Shares nor the consummation of the transactions
contemplated hereby will, with or without the giving of notice or passage of
time, result in any material breach of, or constitute a material default under,
or result in the imposition of any material lien or encumbrance upon any asset
or property of the Company pursuant to any material agreement or other
instrument to which the Company is a party or by which it or any of its
properties, assets or rights is bound or affected, and will not violate the
Company's Certificate of Incorporation or Bylaws.
(5) Securities Laws. Based in part upon the representations of the undersigned
in Section 5 hereof, no consent, authorization, approval, permit or order of or
filing with any governmental or regulatory authority is required under current
laws and regulations in connection with the execution and delivery of this
Agreement or the offer, issuance, sale or delivery of the Shares, other than (i)
the filing of a Form D pursuant to Regulation D under the Securities Act of
1933, as amended (the "Act"); (ii) the filing, if required, of any notice with
any state whose laws require such filing; and (iii) the qualification thereof,
if required, under other applicable state laws, which qualification has been or
will be effected as a condition of the Offering. Under the circumstances
contemplated by this Subscription Agreement, the offer, issuance, sale and
delivery of the Shares will not, under current laws and regulations, require
compliance with the prospectus delivery or registration requirements in the Act.
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(6) Capital Stock. The authorized capital stock of the Company consists of
30,000,000 shares of common stock, par value $1.00 per share (the "Common
Stock") of which 10,558,764 shares are issued and outstanding as of April 25,
1999, and 5,000,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). There are 700 shares of Series A Convertible Preferred Stock
outstanding, all or some of which are to be redeemed by the Company as a
condition of this Offering. Other than the Series A Preferred Stock to be
redeemed, there are no other shares of Preferred Stock outstanding. As of April
25, 1999, the Company has reserved for issuance 7,198,339 shares of Common Stock
underlying options, warrants and A and B Units of Coyote Technologies, LLC, and
has reserved 2,250,000 shares for issuance in connection with the contemplated
settlement of certain class action litigation. The issued and outstanding shares
of capital stock of the Company are duly authorized, validly issued, fully paid
and non-assessable. The Company has also reserved shares underlying Series A
Preferred Stock, which reservation shall be canceled when such Preferred Stock
is redeemed. The Company has escrowed 884,050 shares in contemplation of
acquiring additional interests in Systeam, S.p.A. and may issue shares beyond
the 884,050 in connection with such acquisition. A total of 3,400,000 shares
have been reserved and issued in the Company's name and are being held in
escrow. These shares are intended to be used as collateral for a contemplated
$10 million loan. Except as described above and in the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1998 (the "Form 10-K"), the
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998, September
30, 1998 and December 31, 1998, and the Current Reports on Form 8-K dated June
18, 1998 and October 15, 1998 (as amended on December 10, 1998) (collectively,
the "SEC Filings"), in each case as filed with the Securities and Exchange
Commission (the "Commission"), there are no outstanding subscriptions, options,
warrants, calls, contracts, demands, commitments, convertible securities or
other agreements or arrangements of any character or nature whatever, other than
in connection with the Offering, pursuant to which the Company is obligated to
issue any securities of any kind representing an ownership interest in the
Company. Neither the offer nor the issuance or sale of the Shares constitutes an
event under any anti-dilution provisions of any securities issued (or issuable
pursuant to outstanding rights, warrants or options) by the Company or any
agreements with respect to the issuance of securities by the Company, which will
either increase the number of securities issuable pursuant to such provisions or
decrease the consideration per share to be received by the Company pursuant to
such provisions. No holder of any securities of the Company is entitled to any
preemptive or similar rights to purchase any securities of the Company in
connection with the Offering.
(7) SEC Filings. The Company has furnished, or made available to the undersigned
through the XXXXX Internet web site of the Commission, to the undersigned, true
and complete copies of the SEC Filings and has furnished a description of
certain risk factors in Exhibit A attached hereto ("Risk Factors"). As of their
respective filing dates, the SEC Filings complied in all material respects with
the applicable requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act" ), and the rules and regulations promulgated thereunder.
None of the SEC Filings, as of their respective dates, and taken as a whole with
the Risk Factors, contain any 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 the light of the circumstances under which
they were made, not misleading. (1)
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4. Transfer Restrictions.
(1) The undersigned realizes that the Shares are not registered under the Act or
any foreign or state securities laws. The undersigned agrees that the Shares
will not be sold, offered for sale, pledged, hypothecated or otherwise
transferred (collectively, "Transfer"), except in compliance with the Act and
applicable foreign and state securities laws. The undersigned understands that
the undersigned can only Transfer the Shares pursuant to registration under the
Act or pursuant to an exemption therefrom. The undersigned understands that to
Transfer the Shares may require in certain jurisdictions specific approval by
the appropriate governmental agency or commission in such jurisdiction. The
undersigned has been advised that, except as set forth in Section 6 hereof, the
Company has no obligation, and does not intend to cause the Shares to be
registered under the Act or the securities laws of any other jurisdiction or to
comply with the requirements for any exemption under the Act, including but not
limited to, those provided by Rule 144 and Rule 144A promulgated under the Act,
or under the securities laws of any other jurisdiction.
(2) To enable the Company to enforce the Transfer restrictions contained in
Section 4(a), hereof, the undersigned hereby consents to the placing of legends
upon the certificates representing the Shares, and the placing of stop transfer
orders with the transfer agent of the Common Stock with respect to the Shares.
5. Representations and Warranties of the Undersigned. To induce the Company to
accept the undersigned's subscription, the undersigned hereby represents and
warrants to the Company that:
(1) the undersigned, if an individual, has reached the age of majority in the
jurisdiction in which the undersigned resides, is a bona fide resident of the
jurisdiction contained in the address set forth on the signature page of this
Subscription Agreement, is legally competent to execute this Subscription
Agreement, and does not intend to change residence to another jurisdiction;
(2) the undersigned, if an entity, is duly authorized to execute this
Subscription Agreement and this Subscription Agreement, when executed and
delivered by the undersigned, will constitute a legal, valid and binding
obligation enforceable against the undersigned in accordance with its terms and
that the execution, delivery and performance of this Subscription Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by all requisite corporate or other necessary action on the part of
the undersigned;
(3) the Shares subscribed for hereby are being acquired by the undersigned for
investment purposes only, for the account of the undersigned and not with the
view to any resale or distribution thereof, and the undersigned is not
participating, directly or indirectly, in a distribution of such Shares and will
not take, or cause to be taken, any action that would cause the undersigned to
be deemed an "underwriter" of such Shares as defined in Section 2(l1) of the
Act; (1)
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(4) the undersigned has had access to all materials, books, records, documents
and information relating to the Company which the undersigned has requested,
including the SEC Filings and the Company's Proxy Statement, dated February 20,
1998 (the "Proxy Statement"), and has been able to verify the accuracy of the
information contained therein;
(5) the undersigned acknowledges and understands that investment in the Shares
involves a high degree of risk, including without limitation, the risks set
forth in Exhibit A attached hereto;
(6) the undersigned acknowledges that the undersigned has been offered an
opportunity to ask questions of, and receive answers from, officers of the
Company concerning all material aspects of the Company and its business and the
Offering, and that any request, for such information has been fully complied
with to the extent that the Company possesses such information or can acquire it
without unreasonable effort or expense;
(7) the undersigned has such knowledge and experience in financial and business
matters that the undersigned is capable of evaluating the merits and risks of an
investment in the Company and can afford a complete loss of his investment in
the Company;
(8) the undersigned has, in connection with its decision to purchase the Shares,
relied solely upon the SEC Filings, the Proxy Statement, the Risk Factors and
the information disclosed herein;
(9) the undersigned represents and warrants to and covenants with the Company
that the undersigned has not engaged and will not engage in any sales of the
Shares prior to the effectiveness of the Resale Registration Statement (as
defined below in Section 6);
(10) the undersigned recognizes that no governmental agency has passed upon the
issuance of the Shares or made any finding or determination as to the fairness
of this Offering;
(11) if the undersigned is purchasing the Shares subscribed for hereby in a
representative or fiduciary capacity, the representations and warranties
contained herein shall be deemed to have been made on behalf of the person or
persons for whom such Shares are being purchased;
(12) the undersigned has not entered into any agreement to pay commissions to
any persons with respect to the purchase or sale of the Shares, except
commissions for which the undersigned will be responsible;
(13) the undersigned acknowledges that the Company will pay to Sunrise
Securities Corp. a commission with respect to the sale of the Shares by the
Company to the undersigned as provided in Annex A;
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(14) the undersigned is an "Accredited Investor" as that term is defined in
Section 501(a) of Regulation D promulgated under the Act. Specifically, the
undersigned is (check appropriate item(s)):
____ (i) a bank as defined in Section 3(a)(2) of the Act, or a savings and
loan association or other institution as defined in Section 3(a)(5)(A) of the
Act, whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to Section 15 of the Exchange Act; an insurance company as
defined in Section 2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 (the "Investment Company Act") or a business
development company, as defined in Section 2(a)(48) of that Act; a small
business investment company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan
established and maintained by a state, its political subdivisions or any agency
or instrumentality of a state or its political subdivisions for the benefit of
its employees, if such plan has total assets in excess of $5,000,000; or an
employee benefit plan within the meaning of the Employment Retirement Income
Security Act of 1974 if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment advisor, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are
Accredited Investors;
____ (ii) a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
____ (iii)a corporation, Massachusetts or similar business trust, or
partnership, or an organization described in Section 501(c)(3) of the Internal
Revenue Code, not formed for the specific purpose of acquiring the Shares, with
total assets in excess of $5,000,000;
____ (iv) a director or executive officer of the Company;
____ (v) a natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his or her purchase, exceeds $1,000,000;
____ (vi) a natural person who had an individual income (not including his or
her spouse's income) in excess of $200,000 in 1997 and 1998 or joint income with
his or her spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching such income level in 1999;
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____ (vii) a trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Shares, whose purchase of the Shares is
directed by a person having such knowledge and experience in financial and
business matters that he or she is capable of evaluating the merits and risks
entailed in the purchase of the Shares; or
____ (viii) an entity in which all of the equity owners are Accredited
Investors. (If this alternative is checked, the undersigned must identify each
equity owner and provide statements signed by each; demonstrating how each is
qualified as an Accredited Investor.)
(15) the undersigned understands and acknowledges that the contents of any
discussions with Coyote management and the matters included in the SEC Filings
and the Risk Factors include "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. As such, those statements
involve known and unknown risks and uncertainties, which may cause the actual
results in future periods to be materially different from any future performance
Coyote presently anticipates or predicts. The undersigned has been cautioned not
to place undue reliance on any forward looking statements.
6. Registration of Shares under the Act.
(1) By its acceptance hereof, the Company agrees that it shall, at its expense,
(1) not later than 30 business days after the final closing of the Offering (the
"Filing Deadline") use its best efforts to file a registration statement or
amend an existing effective registration statement (in either case, the "Resale
Registration Statement") with the Commission to register under the Act the
resale by the undersigned of the Shares; (ii) use its best efforts to cause the
Resale Registration Statement to become effective under the Act as soon as
possible after it is filed; (iii) after the Resale Registration Statement is
declared effective under the Act, furnish the undersigned with such number of
copies of the final prospectus included in the Resale Registration Statement
(the "Prospectus") as the undersigned may reasonably request to facilitate the
resale of the Shares; and (iv) use its best efforts to cause such Registration
Statement to remain effective until such time as the undersigned becomes
eligible to resell the shares pursuant to Rule 144 of the Act.
(2) The Company will (i) prepare and file with the Commission such amendments
and Prospectus supplements, including post-effective amendments to the Resale
Registration Statement, as the Company determines may be necessary or
appropriate, and use its best efforts to have such post-effective amendments
declared effective as promptly as practicable; (ii) cause the Prospectus to be
supplemented by any Prospectus supplement, and as so supplemented, to be filed
with the Commission; and (iii) promptly notify the undersigned when a
Prospectus, and any Prospectus supplement or post-effective amendment must be
filed or has been filed (including any filing in response to a Sale Notice) and,
with respect to any post-effective amendment, when the same has become
effective.
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(3) In connection with the Resale Registration Statement, the undersigned shall
furnish the Company such information as the Company shall reasonably request.
(4) At any time the Company may refuse to permit the undersigned to resell any
Shares pursuant to the Resale Registration Statement; provided, however, that in
order to exercise this right, the Company must deliver a certificate in writing
to the undersigned to the effect that withdrawal of such Resale Registration
Statement is necessary because a sale pursuant to the Resale Registration
Statement in its then-current form could constitute a violation of the federal
securities laws. In such an event, the Company shall use its best efforts to
amend the Resale Registration Statement if necessary and take all other actions
necessary to allow such sale under the federal securities laws, and shall notify
the undersigned promptly after it has determined that such sale has become
permissible under the federal securities laws. The undersigned hereby covenants
and agrees that it will not sell any Shares pursuant to the Resale Registration
Statement during the periods the Resale Registration Statement is withdrawn as
set forth in this Section 6(d).
7. Indemnification.
(1) The undersigned understands the meaning and legal consequences of the
representations and warranties made by the undersigned in this Subscription
Agreement, and agrees to indemnify and hold harmless the Company and each of the
Company's directors, officers, stockholders, employees, counsel, agents,
successors and assignees from and against any and all losses, damages,
liabilities or expenses (including, without limitation, attorneys' fees), as and
when incurred, due to or arising out of (in such case in whole or in part) any
breach of any representation or warranty made by the undersigned set forth
herein or in any other agreement or other document furnished by the undersigned
to any of the foregoing in connection with the Offering, or any failure by the
undersigned to fulfill any of the covenants or agreements set forth herein, or
arising out of the resale or distribution by the undersigned of the Shares or
any portion thereof in violation of the Act or any applicable foreign or state
securities or "blue sky" laws.
(2) The Company understands the meaning and legal consequences of the
representations and warranties made by it in this Subscription Agreement, and
agrees to indemnify and hold harmless the undersigned and each of the
undersigned's directors, officers, stockholders, employees, counsel, agents,
successors and assigns from and against any and all losses, damages, liabilities
or expenses (including, without imitation, attorneys' fees), as and when
incurred, due to or arising out of (in each case in whole or in part) any breach
of any representation or warranty made by the Company set forth herein, or any
failure by the Company to fulfill any of its covenants or agreements set forth
herein.
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(3) To the extent permitted by law, the Company will indemnify and hold harmless
each holder of Shares included in the Resale Registration Statement (a
"Holder"), the directors, if any, of such Holder, the officers, if any, of such
Holder, and each person, if any, who controls such Holder within the meaning of
the Act or the Exchange Act, against, any losses, claims, damages, expenses or
liabilities to which any of them may become subject, under the Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, expenses or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof, arise out of or are based upon any of the following statements,
omissions or violations (collectively, a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in the Resale
Registration Statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; or (iii) any violation or alleged
violation by the Company of the Act, the Exchange Act, any state securities laws
or any rule or regulation promulgated under the Act, the Exchange Act or any
state securities laws. The Company will reimburse the Holders and each such
controlling person, promptly, as such expenses are incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such losses, claims, damages, liabilities, actions or proceedings.
(4) To the extent permitted by law, each Holder, severally and not jointly, will
indemnify and hold harmless, to the same extent and in the same manner set forth
in Section 7(c), the Company, each of its directors and officers who have signed
the Resale Registration Statement, and each person, if any, who controls the
Company within the meaning of the Act or the Exchange Act, against any losses,
claims, damages or liabilities to which any of them may become subject, under
the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages
or liabilities, actions or proceedings, whether commenced or threatened in
respect thereof, arise out of or are based upon any violation or alleged
violation by the Company of the Act, the Exchange Act, any state securities laws
or any rule or regulation promulgated under the Act, the Exchange Act or any
state securities laws, in each case to the extent (and only to the extent) that
such violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with the
Resale Registration Statement. Such Holder will reimburse such persons for any
legal or other expenses reasonably incurred by any of them in connection with
investigating or defending any such losses claims, damages, liabilities, actions
or proceedings.
(5) With respect to the indemnification set forth in Sections 7(c) or (d) above,
to the extent any indemnification by in indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under said
Sections 7(c) or (d) to the extent permitted by law, provided that (i) no
contribution shall be made under circumstances where the maker would not have
been liable for indemnification under the fault standards set forth in said
Sections 7(c) or (d) and (ii) no party guilty of fraudulent misrepresentation
(within the meaning of Section 11 of the Act) shall be entitled to contribution
from any party who was not guilty of such fraudulent misrepresentation.
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8. Reduction of Shares. The undersigned agrees that the Placement Agent or the
Company may, in its sole and absolute discretion, reduce the undersigned's
subscription to any number of shares that in the aggregate does not exceed the
number of shares hereby applied for without any prior notice to or further
consent by the undersigned. The undersigned hereby irrevocably constitutes and
appoints the Placement Agent and each officer of the Placement Agent, each of
the foregoing acting singly, in each case with full power of substitution, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
and authority in the undersigned's name, place and stead, to amend this
Subscription Agreement, including in each case the undersigned's signature page
thereto, to effect any of the foregoing provisions of this Section.
9. Further Documents. The undersigned agrees that it will execute such other
documents as may be necessary or desirable in connection with the transactions
contemplated hereby.
10. Modification. Neither this Subscription Agreement nor any provisions hereof
shall be waived, modified, discharged or terminated except by an instrument in
writing signed by the party against whom any such waiver, modification,
discharge or termination is sought.
11. Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
delivery or courier service and delivered against receipt to the party to whom
it is to be given: (i) if to the Company, at the address set forth on the first
page hereof; (ii) if to the undersigned, at its address set forth on the
signature page hereto; or (iii) in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 10. Notice to the estate of any party shall be sufficient if addressed
to the party as provided in Section 10. Any notice or other communication given
by certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address, which shall be deemed given at
the time of receipt thereof. Any notice given by other means permitted by this
Section 10 shall be deemed given at the time of receipt thereof.
12. Counterparts. This Subscription Agreement may be executed through the
execution of separate signature pages or in any number of counterparts, and each
such counterpart shall, for all purposes, constitute one agreement binding on
all parties, notwithstanding that all parties are not signatories to the same
counterpart.
13. Entire Agreement. This Subscription Agreement contains the entire agreement
of the parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
14. Severability. Each provision of this Subscription Agreements is intended to
be severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
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15. Assignability. This Subscription Agreement is not transferable or assignable
by the undersigned.
16. Applicable Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of law thereunder.
17. Choice of Jurisdiction. Any action or proceeding arising directly,
indirectly or otherwise, in connection with, out of or from this Subscription
Agreement, any breach hereof or any transaction covered hereby shall be resolved
within New York, New York. Accordingly, the parties consent and submit to the
jurisdiction of the United States federal, and state courts located within New
York, New York.
18. Taxpayer Identification Number. The undersigned verifies under penalties of
perjury that any Taxpayer Identification Number or Social Security Number shown
on the signature page hereto is true, correct and complete.
19. Pronouns. Any personal pronoun shall be considered to mean the corresponding
masculine, feminine or neuter personal pronoun, as the context requires.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ___ day of _______________,1999.
Number of Shares Subscribed for: _____________ Shares
INDIVIDUAL SUBSCRIBER: ENTITY SUBSCRIBER:
__________________________ ____________________________________
(Signature of Subscriber) (Print Name of Subscriber)
__________________________ By:
(Typed or Printed Name) Name: _____________________________
Title: _____________________________
__________________________ ____________________________________
(Residence Address) (Address)
__________________________ ____________________________________
(City, State and Zip Code) (City, State and Zip Code)
__________________________ ____________________________________
(Telephone Number) (Telephone Number)
__________________________ ____________________________________
(Telecopier Number) (Telecopier Number)
__________________________ ____________________________________
(Tax I.D. or Social Security Number) (Tax I.D. or Social Security Number)
ACCEPTED:
Coyote Network Systems, Inc. For entities desiring that certificates for the
Shares be delivered to an address other than that
By: _____________________ set forth above, set for the delivery address:
Name: _____________________
Title: _____________________ _________________________________________________
Dated: ___________, 1999 (Address)
_________________________________________________
(City, State and Zip Code)
