VINDICATOR OF FLORIDA, INC.
---------------------------
SUBSCRIPTION AGREEMENT
Gentlemen:
Re: Convertible Subordinated Debenture.
The undersigned hereby subscribes for a Convertible Subordinated
Debenture ("Debenture") in the principal amount of $300,000 of Vindicator of
Florida, Inc. (the "Company"), a Florida corporation. In consideration of your
acceptance of this Subscription Agreement, the undersigned hereby agrees,
represents and warrants as follows:
1. Payment for Debenture. Simultaneously with the execution and delivery of
this Subscription Agreement, the undersigned is delivering to you $300,000,
which represents the purchase price of the Debenture for which the undersigned
has subscribed.
2. Receipt of Reports. The undersigned hereby acknowledges receipt of a
copy of the Company's Prospectus dated November 14, 1990, Form 10-K Report for
the year ended December 31, 1990, Form 10-Q Report for the quarter ended March
31, 1990 and an Information Statement dated June 14, 1991 (the "Reports'). All
terms used herein shall have the meanings given to such terms in the Reports,
unless the context herein indicates otherwise.
3. Agreement Not to Sell Debenture of Underlying Shares. The undersigned
hereby agrees not to sell, hypothecate or otherwise dispose of the Debenture or
Underlying Shares unless (1) such Debenture or Underlying Shares have been
registered for sale under the Securities Act of 1933, as amended (the "Act") and
under applicable state law, or (2) in the opinion of counsel for the Company, an
exemption from the registration requirements of the Act and applicable state law
is available.
4. Acknowledgement. The undersigned hereby acknowledges and understands
that:
(i) The Company will rely upon the information set forth herein.
(ii) An investment in the Debenture is speculative in nature.
(iii) No federal or state agency has made any finding or determination
as to the fairness of the offering of the Debenture, or any recommendation
or endorsement of the Debenture. The undersigned acknowledges that the
Debenture is being purchased for investment and not for distribution or
resale to others. The undersigned acknowledged that the Company has made
available the opportunity to ask questions and receive answers concerning
the terms and conditions of the offering and to obtain any additional
information which the Company possesses or could acquire without
unreasonable effort or expense that is necessary to verify the information
provided in the Reports referenced in paragraph 2 above,
(iv) The Debenture has not been registered under the Act or under any
state securities laws and thus the undersigned must bear indefinitely the
economic risk of any investment in the Debenture or Underlying Shares
because the Debenture or Underlying Shares may not be resold or otherwise
transferred for value unless subsequently registered under the Act or
unless an exemption from such registration is available. Further, there is
no present public market for the Debenture and no such market for the
Debenture is expected to develop.
(v) Any transferee of this Debenture may be required by the Company to
fulfill the investor suitability standards applied to the undersigned.
5. Representations and Warranties. The undersigned hereby represents and
warrants as follows:
(i) The Debenture is being acquired without having relied upon any offering
literature other than the Reports described in paragraph 2 above.
(ii) The Company has made available all documents relating to an investment
in the Company and has provided answers to all questions concerning the
offering. In evaluating the suitability of an investment in the Company, the
undersigned has not relied upon any representations or other information
(whether oral or written) other than referred to in paragraph 2 above.
(iii) The officers of the undersigned have sufficient knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of this investment.
(iv) The undersigned is a corporation, organized pursuant to Delaware law,
with its principal office located in Williamsville, New York.
6. Construction. This Agreement shall be construed in accordance with the
laws of the State of Florida.
7. Execution Authorized. The person executing this Subscription Agreement
on behalf of the subscribing corporation, personally and in his individual
capacity, hereby represents and warrants that he has been duly authorized to
execute this Subscription Agreement and all other instruments in connection with
the purchase of the Debenture, and that the signature of the undersigned is
binding upon such corporation.
IN WITNESS WHEREOF, I have caused this Subscription Agreement to be duly
executed as of the 11th day of July, 1991.
MDS HEALTH GROUP INC
By: /s/
------------------------
(Vice) President
ATTEST:
/s/ /s/
----------------------------- ------------------------
(Asst.) Secretary (Vice) President
Subscriber's Name and Residence
Address (please print or type)
MDS Health Group Inc.
-------------------------------
000 Xxxxxxxxxxxxx Xxxx.
-------------------------------
Etobicoke, Ontario,
-------------------------------
Canada M9W6J6
-------------------------------
Taxpayer ID/Social Security No:
-------------------------------
Mailing Address (if
different from above):
-------------------------------
-------------------------------
-------------------------------
Accepted:
Vindicator of Florida
By: /s/ Xxx X. Xxxxxxx
-------------------------------
7-19-91
-------------------------------
DATE
