EXHIBIT 4.1
SUBSCRIPTION AGREEMENT
For the Exercise of Rights To Purchase
Shares of Common Stock
of
XXXXXX XXXXXX, INC.
Pursuant to the Prospectus Dated ______________, 2008
PLEASE CAREFULLY REVIEW THE INSTRUCTIONS
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SUBSCRIPTION RIGHTS WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON ___________, 2008,
UNLESS THE RIGHTS OFFERING PERIOD IS EXTENDED. NO SUBSCRIPTION
AGREEMENTS WILL BE ACCEPTED THEREAFTER.
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The Subscription Agent for the Rights Offering is:
CORPORATE STOCK TRANSFER, INC.
Deliver by Hand Delivery, Mail or Overnight Courier to:
Corporate Stock Transfer, Inc.
Xxxxxxx Xxxx
0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
This Subscription Agreement represents a subscription to acquire the number of
shares of common stock of Xxxxxx Xxxxxx, Inc. set forth herein at a subscription
price of $0.10 per share for the total subscription price set forth herein. The
registered owner named below is entitled to subscribe for full shares of common
stock pursuant to subscription rights granted to stockholders upon the terms and
conditions set forth in our Prospectus dated __________, 2008 (the
"Prospectus"). For each share of common stock subscribed for, the subscription
price of $0.10 must be forwarded to the Subscription Agent.
DELIVERY OF THIS SUBSCRIPTION AGREEMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SUBSCRIPTION AGENT FOR THE
RIGHTS OFFERING.
YOU MUST COMPLETE AND SIGN THIS SUBSCRIPTION AGREEMENT IN THE APPROPRIATE SPACES
PROVIDED BELOW ON PAGES 4-5, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE
AND SIGN THE SUBSTITUTE FORM W-9, ON PAGE 6, BEFORE DELIVERING TO THE
SUBSCRIPTION AGENT.
PLEASE READ THE ENTIRE SUBSCRIPTION AGREEMENT, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS SUBSCRIPTION AGREEMENT.
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Name(s) and Address(es) of Registered Holder(s) Total Number of Shares
(Please fill in, if blank, Exactly as Name(s) and Address(es) Owned as of April 14, 2008
Appear(s) On Share Certificate (Record Date)
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Xxxxxx Xxxxxx, Inc. is conducting a rights offering (the "Rights
Offering") in which the holders of our common stock as of the close of business
on the record date of April 14, 2008 (the "Record Date") will receive one (1)
subscription right (a "Right") for every share of our common stock held. Each
Right you have entitles you to subscribe for up to four (4) shares of our common
stock. These are your "Basic Subscription Rights." As set forth in the
Prospectus, certain holders of our common stock as of the Record Date have
agreed not to participate in the Rights Offering.
If any shares of common stock are not purchased by other stockholders
through the exercise of their Basic Subscription Rights, you may be able to
purchase additional shares by the exercise of your over-subscription rights
(hereafter referred to as the "Over-Subscription Right"). Your Over-Subscription
Right entitles you to purchase an unlimited number of additional shares of our
common stock, subject to the availability of such additional shares after all
Basic Subscription Rights have been exercised. These limitations are described
in our Prospectus in the section entitled "The Rights Offering" under the
subsections "The Subscription Rights-Over-Subscription Rights".
We will only permit you to exercise your Over-Subscription Right if:
o you have exercised your Basic Subscription Rights in full, and
o the aggregate payment delivered or transmitted by you equals or
exceeds the aggregate price you must pay to purchase all shares you
are entitled to purchase upon the exercise of your Basic
Subscription Rights and that you have indicated you would like to
purchase upon exercise of your Over-Subscription Right.
For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus, which is incorporated herein by
reference. Copies of the Prospectus are available upon request from the
Information Agent for the offering, Innisfree M&A Incorporated at (000) 000-0000
or Xxx Xxxxxxxxxxx, Vice President and General Counsel of Xxxxxx Xxxxxx, Inc.,
at (000) 000-0000.
Corporate Stock Transfer, Inc., our subscription agent for the Rights
Offering must receive this Subscription Agreement with payment in full by 5:00
p.m., Eastern Time, on the expiration date of the Rights Offering, which is
______________, 2008, unless further extended by Xxxxxx Xxxxxx, Inc. in its
discretion (the "Expiration Date").
Any Rights not exercised as of the Expiration Date will expire and no
longer be exercisable. Any exercise of a Right for shares of our common stock in
the Rights Offering is irrevocable. We will issue certificates representing
shares of our common stock purchased in the Rights Offering as soon as
practicable after the earlier to occur of (i) the subscription agent releasing
the funds to the Company for such purchase and (ii) the Expiration Date.
We encourage you to review the Prospectus as well as the instructions set
forth herein before exercising your Rights. The Rights are not assignable or
transferable.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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RIGHTS HOLDER REPRESENTATIONS AND ACKNOWLEDGMENTS
As an inducement to Xxxxxx Xxxxxx, Inc. to accept this Subscription
Agreement, the undersigned hereby acknowledges, understands and agrees as
follows:
(a) The undersigned was a stockholder of record or the beneficial
owner of shares of Xxxxxx Xxxxxx, Inc. on April 14, 2008.
(b) The Subscription Agreement and the exercise of Rights evidenced
by the Subscription Agreement may be rejected, in whole or in part, at the sole
discretion of Xxxxxx Xxxxxx, Inc. In the event that this Subscription Agreement,
and the exercise of rights evidenced by the Subscription Agreement, is rejected
by Xxxxxx Xxxxxx, Inc. for whatever reason, all funds that the undersigned has
paid pursuant to this Subscription Agreement will be promptly returned, without
interest thereon, as soon as practicable after such rejection.
(c) The representations, warranties, agreements and information
provided by the undersigned herein shall be relied upon by Xxxxxx Xxxxxx, Inc.
when issuing shares of its common stock upon the exercise of the Basic
Subscription Rights and Over-Subscription Right of the undersigned.
(d) This Subscription Agreement shall be binding upon and inure to
the benefit of the undersigned's heirs, successors and representatives. The
undersigned shall not transfer or assign his, her or its interest under this
Subscription Agreement.
(e) This Subscription Agreement shall be construed in accordance
with and governed by the laws of the State of New York, without regard to choice
of law principles.
(f) All information contained in this Subscription Agreement with
respect to the undersigned shall be true, accurate and complete on the date of
this Subscription Agreement and on the date that this Subscription Agreement is
accepted by Xxxxxx Xxxxxx, Inc. The undersigned shall indemnify and hold
harmless Xxxxxx Xxxxxx, Inc. and its directors, officers, employees and agents
from and against all claims, losses, damages and liabilities, including without
limitation reasonable attorneys' fees and costs, resulting from or arising out
of any misrepresentation or any inaccuracy in or breach of any statement or
provision by the undersigned contained in this Subscription Agreement.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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Section 1 -- SUBSCRIPTION
The undersigned hereby irrevocably subscribes for the number of shares of
common stock of Xxxxxx Xxxxxx, Inc. as indicated below, on the terms specified
in the related Prospectus receipt of which is hereby acknowledged.
a. Basic Subscription Rights: ___________ Shares subscribed for
b. Over-Subscription Right: ___________ Shares subscribed for
c. Total Shares Subscribed for ___________ Shares
(a + b):
d. Total Cost (c x $0.10): $___________
By exercising the Over-Subscription Right, the undersigned represents and
certifies that the undersigned has fully exercised his or her Basic Subscription
Rights.
Section 2 -- METHOD OF PAYMENT (CHECK THE APPROPRIATE BOX): (Please note,
personal checks are not accepted.)
|_| Cashier's or certified check, bank draft or money order payable to
"Corporate Stock Transfer, Inc., as agent for Xxxxxx Xxxxxx, Inc.";
or
|_| Wire transfer of immediately available funds to the following :
_________________________________________________
_________________________________________________
(if paying by wire transfer, please complete the following):
_________________________________________________
Name and ABA Routing # of the originating bank
_________________________________________________
Date of wire transfer
Section 3 -- IF THE COMMON STOCK CERTIFICATE IS TO BE ISSUED IN A NAME(S)
DIFFERENT FROM THE COVER PAGE OR IF THE ADDRESS FOR DELIVERY OF COMMON STOCK
CERTIFICATE IS DIFFERENT FROM THE COVER PAGE ABOVE PLEASE PROVIDE SUCH
INFORMATION (SEE INSTRUCTIONS FOR SIGNATURE GUARANTEE ON PAGES 5 AND 8 BELOW)
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Section 4 -- SUBSCRIPTION AGREEMENT SIGNATURES
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(Signature(s) of Stockholder(s))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
certificate(s) for the shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 4.)
Name(s) (Please Print):___________________________________________________
Capacity (Full Title):____________________________________________________
Address:__________________________________________________________________
__________________________________________________________________________
Daytime Area Code and Telephone Number:___________________________________
Tax Identification or Social Security Number:_____________________________
(Please complete and sign the Substitute Form W-9 on page 6)
GUARANTEE OF SIGNATURE(S)
(If Required - See Instruction 4 on page 8)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s):__________________________________________________
Name:_____________________________________________________________________
(Please Print)
Title:____________________________________________________________________
Name of Firm:_____________________________________________________________
Address:__________________________________________________________________
__________________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number:___________________________________
Dated:____________, 2008
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Section 5 -- SUBSTITUTE FORM W-9
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.
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If the Taxpayer ID Number printed above is INCORRECT or if the space is BLANK,
write in the CORRECT number here. / / / / / / / / /
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), AND
2. I am not subject to backup withholding because: (A) I am exempt from backup
withholding, or (B) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (C) the IRS has notified me that I am no
longer subject to backup withholding, AND
3. I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
Signature:_____________________________ Date:___________________________
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INSTRUCTIONS FOR USE OF SUBSCRIPTION AGREEMENT
Each stockholder of Xxxxxx Xxxxxx, Inc. has the right to subscribe for up
to four (4) shares of common stock for each full share of common stock of Xxxxxx
Xxxxxx, Inc. owned of record at the close of business on the Record Date. The
number of shares of common stock you are entitled to subscribe for under your
Basic Subscription Rights is based upon the number of shares of common stock
owned of record on the Record Date which number appears on the front page of
this Subscription Agreement. The Subscription Price for each share of common
stock is $0.10 per share. See herein and the Prospectus for more detailed
information. You may also subscribe for shares of common stock pursuant to an
Over-Subscription Right. To exercise your Rights, you must complete and sign the
appropriate sections on pages 4-5 of this Subscription Agreement. If you wish to
exercise your Basic Subscription Rights and the Over-Subscription Right, you
must do so by completing and executing this Subscription Agreement as instructed
and complete and sign the Substitute Form W-9 on page 6 of this Subscription
Agreement and deliver such document together with payment in full of the total
Subscription Price for the Rights exercised by no later than 5:00 P.M. Eastern
Time on the Expiration Date. As described below, Rights are not transferable.
TO EXERCISE YOUR RIGHTS-PLEASE COMPLETE AND RETURN
THE SUBSCRIPTION AGREEMENT
1. Complete your Subscription.
a. Basic Subscription Rights. Enter the number of shares you intend to
purchase under your Basic Subscription Rights. The maximum number of
shares you may purchase under your Basic Subscription Rights appears
on the front of the Subscription Agreement or can be calculated by
multiplying the number of shares of common stock owned of record by
you on the Record Date by the number 4.
b. Over-Subscription Right. Enter the number of shares you desire to
purchase under your Over-Subscription Right. The Over-Subscription
Right is available only if you have exercised all of your Basic
Subscription Rights. The number of shares that will actually be
purchased by you could be subject to a pro rata allocation in
proportion to the total number of shares that you and other
over-subscribing stockholders purchased through the Basic
Subscription Rights, if there are not enough shares remaining after
the exercise of all Basic Subscription Rights to completely fill all
requests for purchases on Over-Subscription Right. However, if your
pro rata allocation exceeds the number of shares you requested
pursuant to the Over-Subscription Right, then you will receive only
the number of shares that you requested, and the remaining shares
from your pro rata allocation will be allocated among other
stockholders exercising their Over-Subscription Right.
When you send in your Subscription Agreement, you must also send the
full purchase price for the number of additional shares that you
have requested to purchase under your Over-Subscription Right (in
addition to the payment due for shares purchased through your Basic
Subscription Rights). Xxxxxx Xxxxxx, Inc. has the discretion to
issue less than the total number of shares that may be available for
subscription in order to comply with state securities laws.
c. Total Subscription. Enter the total number of shares you want to
purchase in the offering. This number is the sum of the number of
shares you are purchasing pursuant to your Basic Subscription Rights
plus the number of shares you desire to purchase pursuant to your
Over-Subscription Right.
d. Total Cost. Enter the total cost of your subscription. Your total
cost is the dollar number obtained when you multiply the number of
shares shown under Total Subscription by $0.10, the Subscription
Price per share.
2. Indicate the method of payment of the total cost in Section 2. If you
deliver payment by wire transfer, complete the information requested regarding
your originating bank and the date of the wire transfer. If you pay a portion of
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the total cost by cashier's or certified check, bank draft or money order and
the balance by wire transfer, please indicate the amounts delivered for each
method of payment next to the appropriate box. Please note, personal checks are
not acceptable for payment.
3. If the certificate for the shares acquired upon exercise of Rights is to
be issued in the name of someone other than the person(s) executing this
Subscription Agreement, or if the certificate is to be issued in the name of the
person(s) executing this Subscription Agreement but is to be delivered to an
address other than as set forth on the cover page of this Subscription
Agreement, provide the information required in Section 3.
4. Sign the Subscription Agreement and provide the requested information in
the space provide in Section 4. Include your daytime telephone number in the
space provided. A signature guarantee will be required if you have provided
information in Section 3. No signature guarantee is required on this
Subscription Agreement if (i) this Subscription Agreement is signed by the
registered holder(s) of shares whose name(s) is set forth on the cover page,
unless such registered holder(s) has completed Section 3 of this Subscription
Agreement or (ii) this Subscription Agreement is submitted for the account of a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agent's
Medallion Program, or the Stock Exchange Medallion Program or by any other
"eligible guarantor institution," as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (each, an "Eligible
Institution"). For purposes of this Instruction, a registered holder of shares
includes any participant in the Book-Entry Transfer Facilities system whose name
appears on a security position listing as the owner of the shares. In all other
cases, all signatures on this Subscription Agreement must be guaranteed by an
Eligible Institution.
5. If the Subscription Agreement is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing and proper evidence, satisfactory to the Company, of their
authority to so act must be submitted.
6. PLEASE COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 ON PAGE 6 TO CERTIFY YOUR
TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the
Taxpayer ID or Social Security Number is incorrect or blank, write the corrected
number and sign to certify. Please note that Corporate Stock Transfer, Inc. may
withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or
Social Security Number is not certified on our records. If you are a non-U.S.
Taxpayer, please complete and return form W-8BEN.
7. Enclose the executed Subscription Agreement (including the executed
Substitute Form W-9 on page 6), together with a certified or cashier's check,
bank draft drawn on a U.S. bank, or money order made payable to our Subscription
Agent as follows: "Corporate Stock Transfer, Inc., as agent for Xxxxxx Xxxxxx,
Inc." in the amount of the Total Cost (Item d. of Section 1), together with the
completed Subscription Agreement and in the envelope provided. If you use your
own envelope, address it to Corporate Stock Transfer, Inc., Attn: Xxxxxxx Xxxx,
0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000. You may also
personally deliver your Subscription Agreement and payment to the same address.
8. Mail or deliver your completed and executed Subscription Agreement
(including the Substitute Form W-9) together with payment for the Total Cost on
a timely basis so that it is received by the Subscription Agent by no later than
5:00 P.M. Eastern Time on the Expiration Date. If the Subscription Agent has not
received your completed and executed Subscription Agreement (including the
Substitute From W-9) and payment for the Total Cost by 5:00 p.m. Eastern Time on
the Expiration Date, you will not be entitled to purchase shares pursuant to the
Rights. Accordingly, if you are sending your Subscription Agreement and payment
by mail, please allow sufficient time for them to be received by the
Subscription Agent prior to 5:00 p.m. on the Expiration Date.
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No Minimum Any or All Offering
The Rights Offering is being made on an any or all basis, which means that
Xxxxxx Xxxxxx, Inc. may accept any subscription received even if all 20,000,000
shares of common stock offered are not subscribed for in the Rights Offering.
No Recommendation
Xxxxxx Xxxxxx, Inc. is not making any recommendation as to whether or not
you should exercise your Rights. You should make your decision based on your own
assessment of your best interests.
Cancellation Right; Rejection Right
The Board of Directors of Xxxxxx Xxxxxx, Inc. may cancel the Rights
Offering in its sole discretion at any time prior to or on the Expiration Date
for any reason (including a change in the market price of the common stock).
Once the Subscription Agent releases payment for shares to be issued upon the
exercise of Rights to Xxxxxx Xxxxxx, Inc., the Board of Directors can no longer
cancel or terminate the Rights Offering with respect to any such shares. If
Xxxxxx Xxxxxx, Inc. cancels the Rights Offering, any funds you paid will be
refunded to you without interest.
The Board of Directors of Xxxxxx Xxxxxx, Inc. may reject, in whole or in
part, any exercise of a Basic Subscription Right and/or Over Subscription Right
for any reason, including, but not limited to, its determination that acceptance
of an exercise of a Basic Subscription Right and/or Over Subscription Right
could adversely impact Xxxxxx Xxxxxx Inc.'s ability to utilize its net operating
losses.
Non-transferability of Subscription Rights
Except in the limited circumstance described below, only you may exercise
the Basic Subscription Rights and the Over-Subscription Right. You may not sell,
give away or otherwise transfer the Basic Subscription Rights or the
Over-Subscription Right.
Notwithstanding the foregoing, your Rights may be transferred by operation
of law or through involuntary transfers. For example, a transfer of Rights to
the estate of the recipient upon the death of the recipient would be permitted.
If the Rights are transferred as permitted, evidence satisfactory to us that the
transfer was proper must be received by us prior to the expiration date of the
Rights Offering.
Shares Held for Others
If you are a broker, a trustee or a depository for securities, or you
otherwise hold shares of common stock for the account of others as a nominee
holder, you should notify the beneficial owner of such shares as soon as
possible to obtain instructions with respect to their subscription Rights, as
set forth in the instructions we have provided to you for your distribution to
beneficial owners. If the beneficial owner so instructs, you should complete the
Subscription Agreement and submit it to us with the proper payment.
If you are a beneficial owner of common stock held by a nominee holder,
such as a broker, trustee or a depository for securities, we will ask your
broker, dealer or other nominee to notify you of this Rights Offering. If you
wish to purchase shares through this Rights Offering, you should contact the
holder and ask him or her to effect transactions in accordance with your
instructions.
Ambiguities in Exercise of Subscription Rights
If you do not specify the number of shares of common stock being
subscribed for in your Subscription Agreement, or if your payment is not
sufficient to pay the total purchase price for all of the shares that you
indicated you wished to purchase, you will be deemed to have subscribed for the
maximum number of shares of common stock that could be subscribed for with the
payment received from you. If your payment exceeds the total purchase price for
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all of the shares of common stock shown in your Subscription Agreement, your
payment will be applied, until depleted, to subscribe for shares of common stock
in the following order:
(1) to subscribe for the number of shares, if any, that you
indicated on the Subscription Agreement that you wished to
purchase through your Basic Subscription Rights;
(2) to subscribe for shares of common stock until your Basic
Subscription Rights has been fully exercised;
(3) to subscribe for additional shares of common stock pursuant to
the Over-Subscription Right (subject to any applicable
proration). Any excess payment remaining after the foregoing
allocation will be returned to you as soon as practicable by
mail, without interest or deduction.
Regulatory Limitation
Xxxxxx Xxxxxx, Inc. will not issue shares of common stock in the Rights
Offering to residents in states whose securities laws prohibits such sales or
who do not meet any suitability requirements described in the Prospectus. State
securities laws require an offering to be registered or exempt in each state
where the offering is made. Xxxxxx Xxxxxx, Inc. believes it has complied with
the registration or exemption requirements in all states where it knows
stockholders reside. If you are resident in another jurisdiction, Xxxxxx Xxxxxx,
Inc. will not be required to issue common stock to you pursuant to the Rights
Offering if it is advised by counsel that the cost of compliance with the local
securities laws will substantially exceed your subscription amount.
Xxxxxx Xxxxxx, Inc.'s Decision Binding
All questions concerning the timeliness, validity, form and eligibility of
any exercise of subscription will be determined by Xxxxxx Xxxxxx , Inc., and its
determinations will be final and binding. In its sole discretion, Xxxxxx Xxxxxx,
Inc. may waive any defect or irregularity, or permit a defect or irregularity to
be corrected within such time as it may determine, or reject the purported
exercise of any Right by reason of any defect or irregularity in such exercise.
Subscriptions will not be deemed to have been received or accepted until all
irregularities have been waived or cured within such time as Xxxxxx Xxxxxx, Inc.
determines in its sole discretion. Xxxxxx Xxxxxx, Inc. will not be under any
duty to notify you of any defect or irregularity in connection with the
submission of a subscription agreement or incur any liability for failure to
give such notification.
No Revocation
Once you have exercised your Basic Subscription Rights or
Over-Subscription Right, YOU MAY NOT REVOKE THAT EXERCISE EVEN IF THE
SUBSCRIPTION PERIOD HAS NOT YET ENDED. You should not exercise your subscription
Rights unless you are certain that you wish to purchase additional shares of
Xxxxxx Xxxxxx, Inc. common stock at the Subscription Price of $0.10 per share.
Fees and Expenses
You are responsible for paying commissions, fees, taxes or other expenses
incurred in connection with the exercise of the Rights. Xxxxxx Xxxxxx, Inc. will
not pay these expenses.
Rejection Right
Xxxxxx Xxxxxx, Inc. reserves the right to reject any Subscription
Agreement and payment not properly submitted. Xxxxxx Xxxxxx, Inc. has no duty to
give notification of defects in any Subscription Agreement or payment and will
have no liability for failure to give such notification. Xxxxxx Xxxxxx, Inc.
will return any Subscription Agreement or payment not properly submitted.
STOCKHOLDERS SHOULD CAREFULLY REVIEW THE PROSPECTUS PRIOR TO MAKING AN
INVESTMENT DECISION WITH RESPECT TO THE RIGHTS REFERRED TO IN THIS SUBSCRIPTION
AGREEMENT.
Governing Law. This Subscription Agreement is governed by the laws of the
State of New York.
