Page 20 of 21 Pages
EXHIBIT C
TO: ___________________
RE: Amendment to Subscription Agreement
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This acknowledges receipt of your Subscription Agreement to purchase
shares in a private placement of the common stock, $.01 par value per share, of
Information Analysis Incorporated ("IAI").
This Amendment to Subscription Agreement modifies the Subscription
Agreement. All capitalized terms shall have the meanings ascribed to them in the
Subscription Agreement. XXX proposes to amend the Subscription Agreement as
follows:
1) The maximum number of Shares offered is changed to 545,455
2) Section 3 is deleted and in lieu thereof the following is
inserted:
3) Best Efforts Registration Obligation of IAI; Issuance of
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Additional Shares. IAI agrees that it shall use its best efforts
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to cause the Shares purchased by the undersigned to be registered
by the Securities and Exchange Commission on or before the 45th
day after the date IAI first accepts a subscription in the
offering for which this Subscription Agreement is being tendered
through the filing of a registration statement on Form S-3 or
such other form as may be available to IAI. If the registration
statement is not declared effective by the Securities and
Exchange Commission on or before such date, then on that date,
and every 30th day thereafter, IAI shall issue to the undersigned
a quantity of Shares equal to 5% of the Shares subscribed for by
the undersigned without additional consideration provided,
however that the aggregate number of Shares which IAI shall be
obligated to issue under this section 3 shall not exceed 20% of
the total shares which the undersigned purchases hereunder.
4) Section 4(a) is deleted and in lieu thereof the following is
inserted:
4. Offering Minimum and Maximum; Minimum Purchase. The
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undersigned and IAI agree that:
(a)
(i) The minimum number of Shares which must be issued in the
offering to which this Subscription Agreement relates shall be
227,273 (the "Offering Minimum"). Pending receipt of the Offering
Minimum all funds received shall be held by IAI in a segregated
account. In addition to the Offering Minimum, IAI shall have the
right to issue an additional 318,182 Shares, said Shares and the
Offering Minimum constituting a total of 545,455 Shares. The
offering of Shares shall expire on February 6, 1998 (the
"Termination Date"). If subscriptions for the Offering Minimum
are not received by IAI on or before the Termination Date, all
subscription funds will be returned to subscribers without
interest.
(ii) If IAI receives subscriptions for the Offering Minimum or
more Shares prior to the Termination Date, IAI may accept such
subscriptions as IAI in its sole discretion deems appropriate.
Page 21 of 21 Pages
Please acknowledge receipt and acceptance of this Amendment to
Subscription Agreement by signing this document and returning it to the
undersigned via facsimile.
Sincerely yours,
INFORMATION ANALYSIS INCORPORATED
By:
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Xxxxxxx X. XxXxxx
Executive Vice President
Seen and accepted:
Subscriber
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Print Name
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(Title) (If applicable)
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Signature
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