Purchase Point Media Corp.
0000 Xxxxxxxx Xxx Xxxxx,
Xxxxxx 00000
Dear Sirs:
The undersigned (the "Subscriber") has hereby subscribed for Five
Hundred (500) units of Purchase Point Media Corp., (the "Company"), a Minnesota
Corporation in a private sale of certain units (the "Units") each consisting of
one thousand shares at $7.00 per share of common stock and one redeemable common
stock purchase warrant (the "Warrants) issued by the Company, as set out and
described in the Warrant Agreement dated/4/-re"/', /2,1998 (the "Warrant
Agreement"),. The undersigned hereby certifies and agrees on behalf of the
Subscriber:
1. If the Subscriber is other than an individual, the Subscriber is
duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it was formed and is authorized to invest in the Units
being purchased hereby. The person executing this letter on behalf of the
Subscriber is duly authorized to do so on the Subscriber's behalf.
2. The Subscriber is acquiring the Units for its own account or for
accounts for which it exercises sole investment discretion and not with a view
to or for sale in connection with and distribution thereof, subject nevertheless
to any requirement of law that the disposition of the Subscriber's property
shall at all times be and remain within its control.
3. The Subscriber has received a Business Plan, relating to the
Company. The Subscriber has reviewed and understands the material to which a
reference is made in this paragraph 3 and understands that substantial risks are
involved in an investment in the Units. The Subscriber represents that in making
its investment decision to acquire the Units, the Subscriber has not relied on
representations, warranties, opinions, projections, financial or other
information or analyses, if any, supplied to it by any person, the Company or
any of its affiliates, except as expressly contained in the Business Plan. The
Subscriber has had an opportunity, within a reasonable period of time prior to
purchasing the Units to ask questions concerning the Units and has received
satisfactory answers to such questions.
4. The Subscriber has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Units and the Subscriber (or any account referred to above) is
able to bear the economic risks of such an investment.
5. The Subscriber is an "accredited investor" as defined in Rule 501
promulgated pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and all applicable state securities laws.
6. The Subscriber will comply with all applicable federal and state
securities laws, rules and regulations in connection with any subsequent resale
of the Units by the Subscriber.
7. The Subscriber understands that the Units have not been and will
not be registered under the Securities Act or any state securities act or any
other federal or state laws, that the Company is not required so to register the
Units, and that the Units may be resold only if registered pursuant to the
provisions of the Securities Act, and other applicable federal and state
securities laws, or if an exemption from any requirement of registration is
available.
8. The Subscriber is not an employee benefit plan, trust or account,
including an individual retirement account, subject to Section 406 of the
Employee Retirement Income Security Act of 1974, as amended or subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, or comparable
provisions of any subsequent enactment (any such plan, trust or account being
referred to as a "Plan"), a trustee of any Plan, or any entity whose underlying
assets include the assets of any Plan by reason of such Plan's investment in the
entity.
9. Before the Subscriber sells all or any part of the Units, the
Subscriber will (i) obtain from each subscriber of Units an investment letter
containing the same representations, warranties and agreements contained in
paragraphs 1 through 8 above and in this paragraph 9, and (ii) if requested by
the Company, deliver an opinion of counsel, satisfactory in form and substance
to the Company, to the effect that such sale is in compliance with the
Securities Act and all other applicable federal and state securities laws.
10. The Subscriber shall have ninety (90) days from the date first
above written to provide the Company with the proceeds of the subscription funds
unless extended an additional ninety (90) days by the Company (the Subscription
period). At the end of the Subscription period the Company will issue to the
Subscriber, a stock and Warrant Certificate representing those Units that have
been fully paid for.
11. Subscriber acknowledges that compliance with the requirements of
paragraph 9 and 10 is a condition to registration of the transfer of the Units
on the books of the Company. Very truly yours,
Dorian Capital Corp.
---------------------------
[Name of Purchaser]
By: /s/ Xxxxxxx Xxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxx
----------------------
Title: Secretary
----------------------
50,000
---------------------------
Number of Units Subscribed
RESOLUTION TO TRANSFER SECURITIES
RESOLVED THAT:
Xxxxxxx Xxxxxxx be and is hereby authorized on behalf of the Company
to accept and convey, assign, transfer or otherwise dispose of all or
any shares, stock, bonds, debenture stock and other securities of
every description now or hereafter registered in the name of the
Company or held or owned by the Company and to sign and execute on
behalf of the Company all and any instruments of acceptance and
transfer and other documents whenever necessary or proper to
effectuate the same with full power to appoint any attorney or
attorneys with full power of substitution therein, and that any and
all instruments of acceptance and transfer and other documents in
connection therewith heretofore signed and executed on behalf of the
Company in accordance with the authority set out above are hereby
ratified and confirmed.
CERTIFICATE
I hereby certify that the foregoing is a true and correct copy of a resolution
duly passed at a meeting of the Directors of DORIAN CAPITAL CORP. regularly held
on ___________________________________________, and that the said resolution is
now in full force and effect. I further certify that the following ]is a list
o(pound) all directors, officers and employees of the Company authorized by this
resolution to do any act or thing:
XXXXXXX XXXXXXX
I further certify that the Company has no corporate seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------
Secretary
RESOLUTION TO TRANSFER SECURITIES
RESOLVED THAT:
Xxxxxxx Xxxxxxx be and is hereby authorized on behalf of the Company
to accept and convey, assign, transfer or otherwise dispose of all or
any shares, stock, bonds, debenture stock and other securities ties
o(pound) every description now or hereafter registered in the name of
the Company or held or owned by the Company and to sign and execute on
behalf of the Company all and any instruments of acceptance and
transfer and other documents whenever necessary or proper to
effectuate the same with full power to appoint any attorney or
attorneys with full power of substitution therein, and that any and
all instruments of acceptance and transfer and other documents in
connection therewith heretofore signed and executed on behalf of the
Company in accordance with the authority set out above are hereby
ratified(pound) and confirmed.
CERTIFICATE
I hereby certify that the foregoing is a true and correct copy of a resolution
duly passed at a meeting of the Directors of DORIAN CAPITAL CORP. regularly
held on __________________________________________, and that the said resolution
is now in full force and effect. I further certify that the following is a list
of all directors, officers and employees of the Company authorized by this
resolution to do any act or thing:
XXXXXXX XXXXXXX
I further certify that the Company has no corporate seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------
Secretary
[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right. represented by
this Warrant Certificate. to purchase __________ Shares and herewith tenders in
payment for such Shares cash or a certified or official bank check payable to
the order of Purchase Point Media Corp. in the amount of $ __________ , all in
accordance with the terms hereof.. The undersigned requests that a certificate
for such Shares be registered in the name of ______________________ whose
address is ____________________________________, and that such certificate be
delivered to , whose address is . If said number of Shares is less than all of
the Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of the Shares be registered in
the name of ___________________________, whose address is , and that such
Certificate be delivered to ________________________________, whose address is
_____________________________________
Dated
_____________________________________
DORIAN CAPITAL CORP. Per:
Signature
/s/ Xxxxxxx Xxxxxxx
(Signature must conform (Y) all respects
to name of holder as specified on the face
of the Warrant Certificate)
(Insert Social Security or Other Identifying Number of Holder)
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate)
FOR VALUE RECEIVED. ______________________________________________
hereby sells. assigns and transfers unto _______________________________________
__________________________________
________________________________________________________________________________
(Please print name and address of transferee)
this Warrant Certificate. together with all right. title and interest therein,
and does hereby irrevocably constitute and appoint __________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company. with full power of substitution.
Dated: Signature:
________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant
Certificate)
(Insert Social Security or Other Identifying Number of Holder)
[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right. represented by
this Warrant Certificate. to purchase __________ Shares and herewith tenders in
payment for such Shares cash or a certified or official bank check payable to
the order of Purchase Point Media Corp. in the amount of $ __________ , all in
accordance with the terms hereof.. The undersigned requests that a certificate
for such Shares be registered in the name of ______________________ whose
address is ____________________________________, and that such certificate be
delivered to , whose address is . If said number of Shares is less than all of
the Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of the Shares be registered in
the name of ___________________________, whose address is , and that such
Certificate be delivered to ________________________________, whose address is
_____________________________________
Dated
_____________________________________
DORIAN CAPITAL CORP. Per:
Signature
/s/ Xxxxxxx Xxxxxxx
(Signature must conform (Y) all respects
to name of holder as specified on the face
of the Warrant Certificate)
(Insert Social Security or Other Identifying Number of Holder)
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate)
FOR VALUE RECEIVED. ______________________________________________
hereby sells. assigns and transfers unto _______________________________________
__________________________________
________________________________________________________________________________
(Please print name and address of transferee)
this Warrant Certificate. together with all right. title and interest therein,
and does hereby irrevocably constitute and appoint __________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company. with full power of substitution.
Dated: Signature:
________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the Warrant
Certificate)
(Insert Social Security or Other Identifying Number of Holder)
