eAUTOCLAIMS, INC.
SUBSCRIPTION AGREEMENT
1. General. This Subscription Agreement is dated as of _______________,
2004, and sets forth the terms under which the undersigned investor,
____________________ (the "Investor"), will acquire __________________ Units at
a price of $.16 per unit (the "Units") of eAutoclaims, Inc., a Nevada
corporation (the "Company") for an aggregate purchase price of
$_____________________ pursuant to the Confidential Private Offering Term Sheet
("Term Sheet"), Warrant Agreement, Subscription Agreement and Registration
Rights Agreement. Each Unit consists of one (1) share of Common Stock and
one-half (0.5) immediately detachable and redeemable Common Stock Purchase
Warrant.
The Company is offering up to 15,625,000 Units at an initial purchase price
of $.16 per Unit. Investors are granted registration rights in connection with
this offering as more fully described in the Registration Rights Agreement.
The offering is being made on a "best efforts" basis. There is no minimum
offering amount. All proceeds will be immediately available to the Company. The
offering shall terminate on December 30, 2004, unless extended by mutual
agreement of the Company and Noble International Investments, Inc. ("Noble" or
"The Placement Agent") for a period of up to forty-five (45) days. The initial
offering date is December 20, 2004. The Company has agreed to pay Noble
International Investments, Inc. selling agent compensation as described in the
Confidential Private Offering Term Sheet.
The Units are being offered by the Company to a suitable Investor pursuant
to Rules 505 or 506 of Regulation D and Section 4(2) of the Securities Act of
1933, as amended. Execution of this Subscription Agreement by the Investor shall
constitute an offer by the Investor to subscribe for the Units on the terms and
conditions specified herein and in the Term Sheet. The Company reserves the
right to reject such subscription offer, or, by executing a copy of this
Subscription Agreement, to accept such offer. If the Investor's offer is
accepted, the Company will execute this Subscription Agreement and issue the
Units. If the Investor's offer is rejected, the payment accompanying this
Subscription Agreement will be returned to the Investor, with no interest
thereon, with the notice of rejection.
2. Acceptance of Subscription Agreement. The Company's acceptance of this
Subscription Agreement shall be indicated by the execution hereof by an officer
of the Company.
3. Investor's Representations, Warranties and Covenants. The Investor
represents, warrants and covenants to the Company as follows:
a. He acknowledges that he has been furnished with and has been given
access to all underlying documents in connection with this transaction as well
as such other information as he deems necessary or appropriate as a prudent and
knowledgeable investor in evaluating his investment in the Units. He further
acknowledges that the Company has given him the opportunity to obtain additional
information and to evaluate the merits and risks of his investment. He
acknowledges that he has had the opportunity to ask questions of, and receive
satisfactory answers from, the officers and directors of the Company concerning
the terms and conditions of the offering.
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b. He acknowledges that this transaction has not been scrutinized or
approved by the United States Securities and Exchange Commission or by any state
securities commissions.
c. He has adequate means of providing for his current and future needs and
possible personal contingencies, and has no need for liquidity of his investment
in the Units.
d. He can bear the economic risk of losing his entire investment in the
Units.
e. He is acquiring the Units for his own account, for investment only and
not with a view toward the resale, fractionalization, division or distribution
thereof and he has no present plans to enter into any contract, undertaking,
agreement or arrangement for any such resale, distribution, division or
fractionalization thereof.
f. He does not have an overall commitment to investments that are not
readily marketable, including the Units and other similar investments,
disproportionate to his net worth or gross income.
g. He understands that the offer and sale of the Units is being made by
means of a private placement of Units and that he has read or reviewed and is
familiar with this Subscription Agreement and the Company's filings under the
Securities Exchange Act of 1934, as amended ("1934 Act") as well as the
Company's registration statement filed under the Securities Act of 1933 as
amended.
h. He was previously informed that all documents, records and books
pertaining to this investment were at all times available at the offices of the
Company, located at 000 Xxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000; that all such
documents, records and books pertaining to this investment requested by the
Investor have been made available to him and any persons he has retained to
advise him; and that he has no questions concerning any aspect of the investment
for which he has not previously received satisfactory answers.
i. He and his agents or advisers have had an opportunity to ask questions
of and receive answers from the Company, or a person or persons acting on its
behalf, concerning the terms and conditions of this Subscription Agreement and
the transactions contemplated hereby and thereby, as well as the affairs of the
Company and related matters.
j. He has had an opportunity to obtain additional information necessary to
verify the accuracy of the information referred to in subparagraph (i) hereof.
Specifically, the Investor acknowledges receipt and confirms Investor has
thoroughly received, reviewed and read the Company's Form 10-K for the year
ended July 31, 2004, the Company's Form 8K, dated October 25, 2004, the
Company's S-1 filed on November 12, 2004 and the Company's Form 10-Q for the
three (3) months ended October 31, 2004.
k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING
HISTORY.
l. HE UNDERSTANDS THAT THE UNITS ARE A SPECULATIVE INVESTMENT, WHICH
INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. THERE IS
NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE THE
MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER.
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m. He understands all aspects of and risks associated with this investment
or has consulted with his own financial adviser who has advised him thereof and
he has no further questions with respect thereto.
n. Unless the Units are registered under the Securities Act of 1933, the
undersigned will be required to comply with the provisions of Rule 144 adopted
by the Securities and Exchange Commission under the Securities Act. Investor
understands Rule 144 has at least a one (1) year holding period and limits on
the amount of securities that may be sold in any 90 day period, provided the
Company is current with its periodic reporting obligation under the 1934 Act.
THUS, THE INVESTOR MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY
UNITS WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE UNITS
SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO
ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS
THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL
CONTINGENCIES.
o. He is knowledgeable and experienced in financial and business matters.
He and/or his financial or business advisers, if any, are capable of evaluating
the merits and risks of an investment in the Units.
p. All information which he has provided to the Company concerning his
financial position and knowledge of financial and business matters is correct
and complete as of the date set forth at the end of this Subscription Agreement,
and if there should be any material change in such information prior to
acceptance of this Subscription Agreement by the Company, he will immediately
provide the Company with such information.
q. He is a bona fide resident of the State _________ (as noted), maintains
his principal residence there or has a driver's license in that state, and is at
least eighteen (18) years of age.
r. If he is executing this Subscription Agreement on behalf of a
corporation, partnership, trust or other entity, he has been duly authorized by
such entity to execute this Subscription Agreement and all other instruments in
connection with the purchase of the Units, his signature is binding upon such
corporation, partnership, trust or other entity and he represents and warrants
that such corporation, partnership, trust or other entity was not organized for
the purpose of acquiring the Units subscribed for pursuant to this Subscription
Agreement and that the acquisition of the Units is an authorized investment of
the corporation, partnership, trust or other entity.
s. This Subscription Agreement shall be binding upon the heirs, estate,
legal representatives, successors and assigns of the undersigned.
4. Regulation FD Confidentiality Covenant of Investor. The Investor
understands that certain of the information made available to Investor in
connection with the purchase of the Units is confidential and not currently
publicly available. Accordingly, the Investor expressly agrees to treat the
information provided to Investor regarding the Company, including possible
future transactions, in strict confidence and not disclose such information to
any other party. Investor understands the Company is relying upon Investor's
agreement of confidentiality to comply with the exemptive provisions of
Regulation FD as set forth in Rule 100(a)(b)(2)(ii) of Regulation FD.
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5. Company's Representations and Warranties. The Company hereby represents
and warrants as follows:
a. (i) It is duly organized, validly existing and in good standing under
the laws of Nevada and is duly qualified to do business and is in good standing
in each jurisdiction in which such qualification is required by law;
(ii) the Company has all requisite power and authority to enter into this
Subscription Agreement and to sell the Units as provided herein;
(iii) the Company is current in its periodic reporting obligations under
the 1934 Act;
(iv) this Subscription Agreement has been duly executed and delivered on
its behalf and constitutes its legal, valid and binding agreement, enforceable
in accordance with its terms (which include the Shares as part of Unit and
Shares underlying the Warrant);
(v) the execution, delivery and performance of this Subscription Agreement,
the sale and delivery of the Units, and compliance with the provisions hereof by
the Company, do not and will not, with or without the passage of time or the
giving of notice or both, (i) violate its organizational documents or any
provision of law, statute, ordinance, rule or regulation or any ruling, writ,
injunction, order, judgment or decree of any court, administrative agency or
other governmental body, or (ii) result in any breach of any of the terms,
conditions or provisions of, or constitute a default (or give rise to any right
of termination, cancellation or acceleration) under any note, indenture,
mortgage or lease, or any other material contract or other instrument, document
or agreement, to which the Company is a party or by which it or any of its
property is bound or affected;
(vi) all consents, approvals or authorizations of, or registrations,
filings or declarations with, any governmental authority, stock exchange or
market, the Company's board of directors and shareholders, or any other person,
required in connection with the execution, delivery and performance of this
Subscription Agreement or the transactions contemplated hereby have been
obtained by the Company and are in full force and effect;
(vii) there are no actions, investigations, demands, suits or proceedings
pending or threatened against or affecting the Company or affecting the rights
of the Company to enter into this Subscription Agreement or consummate the
transactions contemplated hereby;
(viii) the Company has complied with all applicable laws, statutes, codes,
acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations,
permits, licenses, authorizations, directions and requirements of governmental
entities, except for such non-compliance which would not reasonably be expected
to have a material adverse effect on it;
(ix) the Company has correctly prepared and filed all tax returns or
reports that are required to have been filed in any jurisdiction, and has timely
paid in full all taxes due and payable with respect thereto;
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(x) upon consummation of the purchase contemplated hereby, the Common Stock
issued to Investor and upon exercise of the warrants the common stock underlying
the warrant shall have been duly and validly authorized and issued, fully paid
and non-assessable and free and clear of all liens, pledges, security interests
and encumbrances;
(xi) in reliance on the investment representations made by the Investor
contained herein, the offer, issuance, sale and delivery of the Units, are
exempt from the registration requirements of the 1933 Act and all applicable
state securities laws;
(xii) each report, schedule, effective registration statement, definitive
proxy statement and each other document filed by the Company with the SEC since
December 31, 2002 (as the documents may have been amended since the time of
their filing, the "Commission Documents") has been made available to the
Investor either by physical delivery or via the SEC's XXXXX System. As of their
respective filing dates, each Commission Document complied in all material
respects with the requirements of the 1933 Act or the 1934 Act, as applicable,
and the rules and regulations of the SEC thereunder applicable to the Commission
Documents, and no Commission Document contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements included in the Commission Documents were prepared in accordance with
United States generally accepted accounting principles, applied consistently
with the past practices of the Company (except as may be indicated in the notes
thereto), and as of their respective dates, fairly present, in all material
respects, the consolidated financial position of the Company and the results of
its operations as of the time and for the periods indicated therein and complied
as to form in all material respects with then applicable accounting requirements
and with the published rules and regulations of the SEC with respect thereto;
(xiii) since January 31, 2004, except as disclosed in the Commission
Documents filed subsequent to that date, there has not been any material adverse
change in the business, financial condition or operating results of the Company;
and
(xiv) the Company has not since December 31, 2002, received notice (written
or oral) from any stock exchange or market on which its common stock is or has
been listed (or on which it has been quoted) to the effect that it is not in
compliance with the continuing listing or maintenance requirements of such
exchange or market.
6. Responsibility and Indemnification. The Company will exercise its best
judgment in the conduct of all matters arising under this Subscription
Agreement. The undersigned acknowledges that he understands the meaning and
legal consequences of the representations and warranties contained herein, and
he hereby agrees to indemnify and hold harmless the Company, its officers,
directors, shareholders and employees, and any of their affiliates and their
officers, directors, shareholders and employees, or any professional advisor or
entity thereto, from and against any and all loss, damage, liability or expense,
including costs and reasonable attorney's fees, to which said entities and
persons may be put or which they may incur by reason of, or in connection with,
any misrepresentation made by the Investor, any breach of any of his warranties,
or his failure to fulfill any of his covenants or agreements under this
Subscription Agreement. The Company hereby agrees to indemnify and hold harmless
the undersigned, its officers, directors, managers, shareholders, members,
partners and employees, and any of their affiliates and their officers,
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directors, managers, shareholders, members, partners and employees, or any
professional advisor or entity thereto, from and against any and all loss,
damage, liability or expense, including costs and reasonable attorney's fees, to
which said entities and persons may be put or which they may incur by reason of,
or in connection with, any misrepresentation made by the Company, any breach of
any of his warranties, or his failure to fulfill any of his covenants or
agreements under this Subscription Agreement.
7. Company Solely Responsible for Disclosure; No Independent Review or
Opinions. The Company has assumed sole responsibility for compliance with the
disclosure requirements of federal and state securities laws in connection with
the offer and sale of the Units. No law firm, accounting firm, securities
broker/dealer or other third party has conducted any due diligence review of the
Company and its business and affairs or any disclosures with respect thereto,
written or oral, made by the Company or others. Notwithstanding the preparation
of any documents or agreements related to the Company or this investment, the
Company's law firm has not rendered any legal opinions concerning any aspect of
the Company's business and affairs, including but not limited to, the validity
or enforceability of any contracts, agreements, obligations or security
interests related to an investment in the Company. By execution of this
Subscription Agreement, the undersigned acknowledges that the Company is solely
responsible for all disclosures to potential Investors concerning the Company
and its business and affairs and that no legal opinions have been rendered by
the Company's law firm as described above.
8. Survival of Representations, Warranties, Covenants and Agreements. The
representations, warranties, covenants and agreements contained herein shall
survive the delivery of, and the payment for, the Units.
9. Notices. Any and all notices, designations, consents, offers,
acceptances or any other communication provided for herein shall be given in
writing by registered or certified mail which shall be addressed, in the case of
the Company, to 000 Xxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, and in the case
of the Investor, to the address set forth in this Subscription Agreement or
otherwise appearing on the books of the Company or his residence or to such
other address as may be designated by him in writing.
10. Miscellaneous. This Subscription Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Florida, both
substantive and remedial. Jurisdiction for any action brought hereunder shall be
in Pinellas County in the State of Florida. The section headings contained
herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Subscription Agreement. This Subscription
Agreement shall be enforceable in accordance with its terms and be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors, assigns, executors and administrators. This Subscription Agreement,
the Warrant Agreement, the Registration Rights Agreement and the Term Sheet
represent the entire understanding and agreement between the parties hereto with
respect to the subject matter hereof; supersede all prior negotiations, letters
and understandings relating to the subject matter hereof; and cannot be amended,
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. In the event of any litigation between the parties to this Subscription
Agreement relating to, or arising out of, this Subscription Agreement, the
prevailing party shall be entitled to an award of reasonable attorney's fees and
costs, whether incurred before, during or after trial or at the appellate level.
The failure or finding of invalidity of any provision of this Subscription
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Agreement shall in no manner affect the right to enforce the other provisions of
same, and the waiver by any party of any breach of any provision of this
Subscription Agreement shall not be construed to be a waiver by such party of
any subsequent breach of any other provision.
11. State Blue Sky Notices:
The following special provisions are applicable solely to the residents of
the various states mentioned:
FOR FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA SECURITIES ACT, BY REASON OF
SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR EXEMPTION
FROM REGISTRATION IS AVAILABLE.
THE UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. THE
UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN
ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE
WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SAID
PURCHASER, WHICHEVER OCCURS LATER.
FOR ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR
HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
FOR NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY
HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE
WITHIN OFFERING WITH THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND
PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
FOR NEW YORK RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES
("XXXXXX") ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW
YORK FRAUDULENT PRACTICES ("XXXXXX") ACT, IF SUCH REGISTRATION IS REQUIRED.
THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE
STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THIS PRIVATE
OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, IT CONTAINS A FAIR
SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
12. Suitability Questions. Please complete all of the following suitability
questions which apply to the Investor.
a. I am an Accredited Investor because I meet one of the following
standards:
___ (i) An individual whose individual net worth, or joint net worth with
that individual's spouse, exceeds $1,000,000 (including the value of homes, home
furnishings and personal automobiles).
___ (ii) Natural person(s) who had an income in excess of $200,000
(individual) or $300,000 (joint) in each of the years 2003 and 2004 and who
reasonably expects an income in excess of $200,000 (individual) or $300,000
(joint) in 2005. For purposes of this offering, individual income shall equal
adjusted income, as reported in the Investor's federal tax return, increased by
the following amounts: (i) the amount of any tax exempt interest received, (ii)
the amount of losses claimed as a limited partner in a limited partnership,
(iii) any deduction claimed for depletion, (iv) amounts contributed to an XXX or
Xxxxx retirement plan, (v) alimony paid, and (vi) any amount by which income
from long-term capital gains has been reduced in arriving at adjusted gross
income pursuant to the provisions of Section 1202 of the Internal Revenue Code.
For the individual test, income related to a spouse is excluded.
___ (iii) Employee Benefit Plan which has total assets in excess of
$5,000,000.
___ (iv) A Self-Directed Plan with investment decisions made solely by
persons that are accredited Investors.
___ (v) A Trust with total assets in excess of $5,000,000 not formed for
the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b) (2) (ii) of the
Securities Act.
___ (vi) Any entity in which all of the equity owners are accredited
Investors.
_____ (vii) An organization described in section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the Securities
offered, with total assets in excess of $5,000,000.
b. Do you think you have sufficient knowledge of the Company to evaluate
the risks associated with investing in the Units?
Yes___ No___ If so, why?
-----------------------------------------------------------
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c. If you answered "No" to the preceding question, do you have an
Investment Advisor or Purchaser Representative upon whom you rely for investment
advice?
Yes___ No___
If so, please provide his name and address
---------------------------------------------------------------
d. Do you understand the nature of the investment in the Units and the
risks involved?
Yes___ No___
e. Do you understand that unless the Company registers your Units under the
Securities Act, you will not be able to resell the Units which you purchase,
unless you do so in an exempt transaction or unless you comply with the
provisions of Rule 144 and applicable state securities laws?
Yes___ No___
f. Do you understand that there is no assurance of any financial return on
this investment and that you run the risk of losing your entire investment?
Yes___ No___
g. Are you aware that you have the opportunity to inspect the Company's
financial records, legal documents, and other records?
Yes___ No___ Did you do so? Yes___ No___
h. Are you acting for your own account?
Yes___ No___
If No, please complete the following:
(i) Capacity in which you are acting (agent, trustee or otherwise):
(ii) Name, address and telephone number(s) of person(s) you represent:
(iii) Nature of evidence of authority attached:
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13. Documents Incorporated by Reference. By execution of this Subscription
Agreement, the Investor acknowledges that he has been provided with copies of
the following:
o Form 10-K for year ended July 31, 2004.
o Form 10-Q for three (3) months ended October 31, 2004.
o For S-1 Registration Statement filed November 12, 2004.
o Form 8-K dated October 25, 2004.
o Confidential Private Offering Term Sheet.- including risk factors
disclosure
o Warrant Agreement.
o Registration Rights Agreement.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ____ day of __________, 2004.
TYPE OF OWNERSHIP (Check One)
---------------------------------
___ INDIVIDUAL OWNERSHIP ___ COMMUNITY PROPERTY (one
(One Signature Required) signature required if interest in
one name, two signatures required
if interest held in both names)
___ JOINT TENANTS WITH RIGHT ___ TENANTS IN COMMON (both or
OF SURVIVORSHIP (both all parties must sign)
parties must sign)
_ __ PARTNERSHIP (please include ___ Grantor Trust
a copy of the partnership
agreementauthorizing signature)
___ CORPORATION (please include ___ CUSTODIAN
certified corporate resolution
authorizing signature)
___ PROFIT SHARING PLAN ___ PENSION PLAN
___ XXX ___ XXXXX
WITNESSES:
------------------------------ -----------------------------------
Investor Signature
-------------------------------- -----------------------------------
Print Name
Social Security Number_____________
-----------------------------------
Xxxxxx Xxxxxxx
-----------------------------------
Xxxx, Xxxxx and Zip
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If additional signatures are required:
WITNESSES:
-------------------------------- ----------------------------------
Investor Signature
-------------------------------- ----------------------------------
Print Name
Social Security Number ___________
-----------------------------------
Street Address
-----------------------------------
City, State and Zip
SUBSCRIPTION ACCEPTED:
eAUTOCLAIMS, INC.
By:
-----------------------------------------
Title:
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MTC/ej/315751
12/10/2004 2:29 PM
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