INVESTMENT LETTER AGREEMENT
Board of Directors
Techscience Industries, Inc.
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Gentlemen:
Reference is made to a certain reorganization agreement dated May 12,
1999 (the "Reorganization Agreement") between and among Techscience Industries,
Inc., a Delaware corporation ("TSCI"), Xxxxxxxxx.xxx, Inc., a New Jersey
corporation ("PPI"), and certain shareholders of PPI. a pursuant to which the
undersigned shall become entitled to receive shares of common stock, $.001 par
value per share, (the "Shares") of TSCI. In order to induce the parties to the
Agreement to consummate the transactions contemplated by the Agreement, the
undersigned for himself, and his heirs, representatives, executors,
administrators, successors and assigns (the "Undersigned"), represents, warrants
and agrees with TSCI as follows with respect to the Shares:
1. The Undersigned has acquired the Shares for investment purposes only
and not with a view to the distribution thereof within the meaning of the
Securities Act of 1933, as amended (the "Act").
2. The Undersigned has acquired the Shares solely for the Undersigned's
own account and no other person or entity has any direct or indirect beneficial
ownership or interest therein.
3. The Undersigned hereby represents and warrants that he has a net
worth substantially in excess of the cost of the Shares to the Undersigned and
in the event the Undersigned shall incur a loss in the Shares, it would not
materially affect the Undersigned's financial condition.
4. The Undersigned has been advised that in reliance on the
representations, warranties and agreements herein made by the Undersigned, the
issuance, and delivery of the Shares to the Undersigned will not be registered
under the Act, as the issuance of the Shares is exempt from registration
pursuant to Section 4(2) of the Act.
5. The Undersigned represents to TSCI that the Undersigned has such
knowledge and experience in financial and business matters that the Undersigned
is capable of evaluating and understanding the merits and risks attendant upon
the investment in TSCI represented by the acquisition of the Shares.
6. The Undersigned represents and warrants to TSCI that the investment
in TSCI represented by the Shares came about as a result of direct
communications between members of TSCI's management and the Undersigned, and did
not result from any form of general advertising or general solicitation
including but not limited to, advertisements or other communications in
newspapers, magazines, or other media; broadcasts on radio or television,
seminars or promotional meetings or any letter, circular or other written
communication.
7. The Undersigned covenants and agrees that during the six (6) months
commencing on the date of the Closing (the "Lock-up Period"), the Undersigned
shall not publicly sell the Shares (such action hereinafter referred to as
"Sale" or "Sell") without the prior written consent of TSCI as authorized by
TSCI's Board of Directors.
8. The Undersigned hereby further covenants and agrees that any and all
certificates or instruments representing the Shares shall bear the following
restrictive legend:
"The securities represented by this certificate are subject to a
written lock up agreement dated May 12, 1999 prohibiting the sale
thereof until November 12, 1999 except in compliance with the terms of
such agreement."
9. Following the expiration of the Lock-up Period, TSCI shall remove
such legends from the Shares promptly upon the request of the Undersigned.
10. The Undersigned hereby covenants and agrees to indemnify and hold
TSCI harmless from any and all liability, including attorney's fees, incurred by
TSCI in preventing any attempted exercise or Sale of the Shares prohibited by
this Agreement or by TSCI's transfer agent in implementing the terms and
conditions of this Agreement or in complying with TSCI's instructions hereunder.
The indemnification referenced herein shall specifically include any sums that
TSCI becomes obligated to pay to third parties that claim to be either good
faith purchasers for value or the equivalent of holders in due course as a
result of their purchase of the Shares bearing the restrictive legend referenced
in Paragraph 7. The restrictions on transfer contained herein are and are
specifically intended to be absolute.
11. Except as provided for in the Reorganization Agreement, this
Agreement contains and represents the entire agreement and understanding of TSCI
and the Undersigned with respect to the subject matter hereof, and there are no
representations, warranties or covenants made by the Undersigned not contained
herein. This Agreement is not assignable or amendable except by written
instrument signed by TSCI and the Undersigned.
If the foregoing correctly sets forth our understanding and agreement, please
indicate your acceptance by signing the enclosed copy of this Agreement in the
indicated space and returning the same to TSCI as soon as possible.
Dated:__________________
Very truly yours,
______________________________________
Signature of Individual Subscriber
______________________________________
(Print) Name
