Shareholder Designee
SUBSCRIPTION AGREEMENT
Netword, Inc.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
1. Subscription. (a) The undersigned (the "Subscriber") hereby
subscribes to purchase shares of common stock ("Common Stock"), par value $.01,
of Netword, Inc., a Delaware corporation (the "Company"), at the purchase price
of $0.1666 per share. The number of such shares subscribed for (the "Shares") is
set forth below Subscriber's signature on the signature page hereof. Subscriber
herewith delivers to the Company Subscriber's check or other payment (the
"Payment") for the Shares in the amount equal to the product of $0.1666
multiplied by the number of Shares.
(b) By checking the box indicated on the signature page
hereof, Subscriber elects to purchase Subscriber's allocable share (based upon
the percentage ownership by Subscriber of the outstanding shares of Common Stock
of the Company prior to the completion of the Offering referred to in the
Company's Confidential Private Offering Memorandum, dated February 15, 1999 (the
"Memorandum")) of any portion of 1,500,000 shares of Common Stock that is not
subscribed for by other Shareholder Designees (as defined in the Memorandum). If
Subscriber does check such box, the subscription made hereby will extend to an
additional number of shares of Common Stock (not exceeding 25% of the number of
Shares initially subscribed for hereby) of which Subscriber will be notified
prior to the Closing. Upon such notice, Subscriber will promptly remit the
additional payment required to purchase such additional shares of Common Stock.
2. Representations, Warranties and Covenants of the
Subscriber. The Subscriber hereby represents and warrants to the Company that:
2.1 The Subscriber is a stockholder of the Company.
2.2 The Subscriber has received and has fully read and
considered the Memorandum, including, without limitation, the material set forth
under "Risk Factors." The Subscriber confirms that, except as set forth in the
Memorandum, no representations or warranties have been made to the Subscriber by
the Company or its officers and directors, or any agent, employee or affiliate
of any of them, and that in entering into this transaction the Subscriber is not
relying upon information regarding the Company other than that contained in the
Memorandum.
2.3 The Subscriber is aware that the purchase of the Shares is
a speculative investment involving a high degree of risk and that there is no
guarantee that the Subscriber will recover its investment in the Shares or
realize any gain from such investment.
2.4 The Subscriber (a) has sufficient liquid assets to pay the
full purchase price for the Shares, (b) has adequate means of providing for the
Subscriber's current and presently foreseeable future needs and possible
personal contingencies, (c) has no present need for liquidity of the
Subscriber's investment in the Shares, and (d) is able to bear the economic
risks of the investment in the Shares (i.e., the Subscriber can afford a
complete loss).
3. Miscellaneous
3.1 All notices or other communications given or made
hereunder shall be in writing and shall be delivered by hand or mailed by
registered or certified mail, return receipt requested, postage prepaid, if to
the Subscriber, at the address set forth below the Subscriber's signature on the
signature page hereof, and if to the Company at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxx 00000, Attention: President, with a copy to Kronish Xxxx
Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx Xxxxxx, Esq.
3.2 This Subscription Agreement shall be governed by and
construed in accordance with the laws of the state of New York applicable to
contracts made and wholly performed in that state and without regard to the
principles of conflicts of laws.
3.3 This Subscription Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
All understandings and agreements heretofore had between the parties with
respect to the subject matter hereof are merged in this Subscription Agreement,
which fully and completely expresses their agreement.
3.4 This Subscription Agreement may not be changed, modified,
extended, terminated or discharged orally, but only by an agreement in writing.
3.5 This Subscription Agreement is not transferable or
assignable by the Subscriber. The Subscriber agrees that the Shares acquired
pursuant hereto shall be transferred only in accordance with applicable federal
and state laws.
3.6 All references in this Subscription Agreement to the
"Subscriber" shall include all parties (other than the Company) who execute this
Subscription Agreement. If the Subscriber is a corporation, partnership, trust
or two or more individuals purchasing jointly, the Subscriber shall follow the
specific instructions for the Certificate of Corporate, Partnership, Trust and
Joint Purchases at page 5 hereof.
4. Lock-Up. Subscriber agrees not to offer, sell or contract
to sell, or otherwise dispose of, directly or indirectly, or announce an
offering of 44% of the Shares
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purchased pursuant to the subscription made hereby (the "Lock-up Shares") for a
period of 180 days following the day on which the Company accepts the
subscription, except with the prior written consent of the Board of Directors
(the "Board") of the Company; provided, however, that the Subscriber may (i)
distribute, transfer or otherwise dispose of the Lock-up Shares to any
affiliate, associate, employee or partner of the Subscriber or (ii) grant a bona
fide gift of the Lock-up Shares to any other person, without the consent of the
Board, but only if the person acquiring the Lock-up Shares, at the time of such
acquisition, enters into an agreement enforceable by the Company, pursuant to
which such person is bound by the restrictions set forth in this paragraph 4.
The certificates evidencing the Lock-up Shares will bear a legend to the
foregoing effect.
5. Acceptance of Subscription. Subscriber acknowledges that
the subscription made hereby is not binding upon the Company until the Company
accepts it. The Company has the right to accept or reject this subscription in
whole or in part in its sole and absolute discretion. If this subscription is
rejected in whole, the Company shall return the Payment to the Subscriber,
without interest, and the Company and Subscriber shall have no further
obligation to each other hereunder. In the event of a partial rejection of this
subscription, a proportionate amount of the Payment will be returned to the
Subscriber, without interest.
6. Counterparts. This Subscription Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7. Severability. If any provision of this Subscription
Agreement shall be declared void or unenforceable by any judicial or
administrative authority, the validity of any other provision and of the entire
Subscription Agreement shall not be affected thereby.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, this Subscription Agreement has been
executed by the Subscriber and by the Company on the respective dates set forth
below.
Print Name of Subscriber:____________________________
Date:____________________________
_______________________________________
Signature of Individual Subscriber
_______________________________________
Print Name of Subscriber, if an entity
By:____________________________________ ________________________________________
Signature of authorized signatory of Print name and title of signatory
Subscriber which is an entity for any Subscriber which is an entity
_______________________________________
Social Security No. (for individuals)
Tax Identification No. (for entities)
_______________________________________ $_______________________________________
Number of Shares Purchased Payment Amount for Shares Purchased
(Number of Shares multiplied by $0.1666)
Please check this box if You Elect to
Purchase Your Pro Rata Share of any
Unsubscribed Shareholder Allotment o
_______________________________________ ________________________________________
Telephone No./ Facsimile No. Street Address
________________________________________
City State Zip
Subscription Accepted by:
NETWORD, INC.
By:____________________________________ Date:___________________________________
4
SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE,
PARTNERSHIP, LIMITED LIABILITY COMPANY,
TRUST AND JOINT PURCHASERS
If the subscriber is a corporation, partnership, limited
liability company, trust, or other entity or joint purchaser, the following
additional instructions must be followed. INFORMATION ADDITIONAL TO THAT
REQUESTED BELOW MAY ALSO BE REQUIRED BY THE COMPANY IN SOME CASES.
I. Certificate. The subscriber must date and sign the
Certificate below, and, if requested by the Company, the subscriber may also be
required to provide an opinion of counsel to the same effect as this Certificate
or a copy of (a) the corporation's articles of incorporation, bylaws and
authorizing resolution, (b) the partnership agreement, (c) the limited liability
company's certificate of formation or articles of organization, as applicable,
and limited liability company agreement, operating agreement or similar
agreement governing the rights and obligations of the members of the limited
liability company, or (d) the trust agreement, as applicable.
II. Subscription Agreement
A. Corporations. An authorized officer of the
corporation must date, sign, and complete the Subscription Agreement with
information concerning the corporation. The officer should print the name of the
corporation above his signature, and print his name and office below his
signature.
B. Partnerships. An authorized partner must date,
sign, and complete the Subscription Agreement with information concerning the
partnership. The partner should print the name of the partnership above his
signature, and print his name and the words "general partner" below his
signature.
C. Limited Liability Companies. An authorized member
or manager must date, sign, and complete the Subscription Agreement with
information concerning the limited liability company. The member or manager
should print the name of the limited liability company above his signature, and
print his name and the word "member" or "manager" below his signature.
D. Trusts. In the case of a trust, the authorized
trustee should date, sign, and complete the Subscription Agreement with
information concerning the trust. The trustee should print the name of the trust
above his signature, and print his name and the word "trustee" below his
signature. In addition, an authorized trustee should also provide information
requested in the Subscription Agreement as it pertains to him as an individual.
E. Joint Ownership. In all cases, each individual
must date, sign, and complete the Subscription Agreement. Joint investors must
state if they are purchasing the Shares as joint tenants with the right of
survivorship, tenants in common, or community property, and each must execute
the Subscription Agreement Signature Page.
5
CERTIFICATE FOR CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST, AND JOINT SUBSCRIBERS
If the subscriber is a corporation, partnership, limited
liability company, trust, joint purchaser, or other entity, an authorized
officer, partner, member, manager or trustee must complete, date, and sign this
Certificate.
CERTIFICATE
I hereby certify that:
a. The subscriber has been duly formed and is validly existing
and has full power and authority to invest in Netword, Inc.
b. The Subscription Agreement has been duly and validly
authorized, executed, and delivered by the subscriber and, upon
acceptance by Netword, Inc., will constitute the valid, binding, and
enforceable obligation of the subscriber.
Date:__________ ___________________________________________________
Name of corporation, partnership, limited liability
company, trust or joint purchasers (please print)
___________________________________________________
Signature and title of authorized officer, partner,
member, manager, trustee, or joint purchaser
6
Foreign Investor
SUBSCRIPTION AGREEMENT
Netword, Inc.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
1. Subscription. The undersigned (the "Subscriber") hereby
subscribes to purchase shares of common stock, par value $.01, of Netword, Inc.,
a Delaware corporation (the "Company"), at the purchase price of $0.1666 per
share. The number of such shares subscribed for (the "Shares") is set forth
below the signature of such Subscriber on the signature pages hereof. Subscriber
herewith delivers to the Company Subscriber's check or other payment (the
"Payment") for the Shares in the amount equal to the product of $0.1666
multiplied by the number of Shares.
2. Representations, Warranties and Covenants of the
Subscriber. The Subscriber hereby represents and warrants to the Company that:
2.1 The Subscriber has received and has fully read and
considered the Company's Confidential Private Offering Memorandum, dated
February 15, 1999 (the "Memorandum"), including, without limitation, the
material set forth under "Risk Factors." The Subscriber confirms that, except as
set forth in the Memorandum, no representations or warranties have been made to
the Subscriber by the Company or its officers and directors, or any agent,
employee or affiliate of any of them, and that in entering into this transaction
the Subscriber is not relying upon information regarding the Company other than
that contained in the Memorandum.
2.2 The Subscriber is aware that the purchase of the Shares is
a speculative investment involving a high degree of risk and that there is no
guarantee that the Subscriber will recover its investment in the Shares or
realize any gain from such investment.
2.3 The Subscriber (a) has sufficient liquid assets to pay the
full purchase price for the Shares, (b) has adequate means of providing for the
Subscriber's current and presently foreseeable future needs and possible
personal contingencies, (c) has no present need for liquidity of the
Subscriber's investment in the Shares, and (d) is able to bear the economic
risks of the investment in the Shares (i.e., the Subscriber can afford a
complete loss).
2.4 The Subscriber is making the investment in the Shares for
the Subscriber's own account and not for the account of others.
2.5 The Subscriber either personally has such knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of the proposed investment in the Shares and to make an
informed investment decision with respect thereto, or, by virtue of consultation
with or advice from a person or company who is not a promoter of the Company and
who is a registered advisor or a registered dealer, is able to evaluate the
proposed investment in the Shares.
2.6 The Subscriber has had access to substantially the same
information concerning the Company that a prospectus filed under the Ontario
Securities Act would provide.
3. Miscellaneous
3.1 All notices or other communications given or made
hereunder shall be in writing and shall be delivered by hand or mailed by
registered or certified mail, return receipt requested, postage prepaid, if to
the Subscriber, at the address set forth below the Subscriber's signature on the
signature page hereof, and if to the Company at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxx 00000, Attention: President, with a copy to Kronish Xxxx
Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx Xxxxxx, Esq.
3.2 This Subscription Agreement shall be governed by and
construed in accordance with the laws of the state of New York applicable to
contracts made and wholly performed in that state and without regard to the
principles of conflicts of laws.
3.3 This Subscription Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
All understandings and agreements heretofore had between the parties with
respect to the subject matter hereof are merged in this Subscription Agreement,
which fully and completely expresses their agreement.
3.4 This Subscription Agreement may not be changed, modified,
extended, terminated or discharged orally, but only by an agreement in writing.
3.5 This Subscription Agreement is not transferable or
assignable by the Subscriber. The Subscriber agrees that the Shares acquired
pursuant hereto shall be transferred only in accordance with applicable federal
and state laws.
3.6 All references in this Subscription Agreement to the
"Subscriber" shall include all parties (other than the Company) who execute this
Subscription Agreement. If the Subscriber is a corporation, partnership, trust
or two or more individuals purchasing jointly, the Subscriber shall follow the
specific instructions for the Certificate of Corporate, Partnership, Trust and
Joint Purchases at page 5 hereof.
4. Lock-Up. Subscriber agrees not to offer, sell or contract
to sell, or otherwise dispose of, directly or indirectly, or announce an
offering of, 22% of the Shares purchased pursuant to the subscription made
hereby (the "Lock-up Shares") for a period of 180
2
days following the day on which the Company accepts the subscription, except
with the prior written consent of the Board of Directors (the "Board") of the
Company; provided, however, that the Subscriber may (i) distribute, transfer or
otherwise dispose of the Lock-up Shares to any affiliate, associate, employee or
partner of the Subscriber or (ii) grant a bona fide gift of the Lock-up Shares
to any other person, without the consent of the Board, but only if the person
acquiring the Lock-up Shares, at the time of such acquisition, enters into an
agreement, enforceable by the Company, pursuant to which such person is bound by
the restrictions set forth in this paragraph 4. The certificates evidencing the
Lock-up Shares will bear a legend to the foregoing effect.
5. Acceptance of Subscription. Subscriber acknowledges that
the subscription made hereby is not binding upon the Company until the Company
accepts it. The Company has the right to accept or reject this subscription in
whole or in part in its sole and absolute discretion. If this subscription is
rejected in whole, the Company shall return the Payment to the Subscriber,
without interest, and the Company and Subscriber shall have no further
obligation to each other hereunder. In the event of a partial rejection of this
subscription, a proportionate amount of the Payment will be returned to the
Subscriber, without interest.
6. Counterparts. This Subscription Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7. Severability. If any provision of this Subscription
Agreement shall be declared void or unenforceable by any judicial or
administrative authority, the validity of any other provision and of the entire
Subscription Agreement shall not be affected thereby.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Subscription Agreement has been
executed by the Subscriber and by the Company on the respective dates set forth
below.
Print Name of Subscriber:______________________________
Date:______________________________
_______________________________________
Signature of Individual Subscriber
_______________________________________
Print Name of Subscriber, if an entity
By:____________________________________ _____________________________________
Signature of authorized signatory of Print name and title of signatory
Subscriber which is an entity for any Subscriber which is an entity
_______________________________________
Social Security No. (for individuals)
Tax Identification No. (for entities)
_______________________________________ $____________________________________
Number of Shares Purchased Payment Amount for Shares (Number of
Shares multiplied by $0.1666)
_______________________________________ _____________________________________
Telephone No./ Facsimile No. Street Address
_____________________________________
City State Zip
_____________________________________
Country
Subscription Accepted by:
Netword, Inc.
By:____________________ Date:________________________________
4
SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE,
PARTNERSHIP, LIMITED LIABILITY COMPANY,
TRUST AND JOINT PURCHASERS
If the subscriber is a corporation, partnership, limited
liability company, trust, or other entity or joint purchaser, the following
additional instructions must be followed. INFORMATION ADDITIONAL TO THAT
REQUESTED BELOW MAY ALSO BE REQUIRED BY THE COMPANY IN SOME CASES.
I. Certificate. The subscriber must date and sign the
Certificate below, and, if requested by the Company, the subscriber may also be
required to provide an opinion of counsel to the same effect as this Certificate
or a copy of (a) the corporation's articles of incorporation, bylaws and
authorizing resolution, (b) the partnership agreement, (c) the limited liability
company's certificate of formation or articles of organization, as applicable,
and limited liability company agreement, operating agreement or similar
agreement governing the rights and obligations of the members of the limited
liability company, or (d) the trust agreement, as applicable.
II. Subscription Agreement
A. Corporations. An authorized officer of the
corporation must date, sign, and complete the Subscription Agreement with
information concerning the corporation. The officer should print the name of the
corporation above his signature, and print his name and office below his
signature.
B. Partnerships. An authorized partner must date,
sign, and complete the Subscription Agreement with information concerning the
partnership. The partner should print the name of the partnership above his
signature, and print his name and the words "general partner" below his
signature.
C. Limited Liability Companies. An authorized member
or manager must date, sign, and complete the Subscription Agreement with
information concerning the limited liability company. The member or manager
should print the name of the limited liability company above his signature, and
print his name and the word "member" or "manager" below his signature.
D. Trusts. In the case of a trust, the authorized
trustee should date, sign, and complete the Subscription Agreement with
information concerning the trust. The trustee should print the name of the trust
above his signature, and print his name and the word "trustee" below his
signature. In addition, an authorized trustee should also provide information
requested in the Subscription Agreement as it pertains to him as an individual.
E. Joint Ownership. In all cases, each individual
must date, sign, and complete the Subscription Agreement. Joint investors must
state if they are purchasing the Shares as joint tenants with the right of
survivorship, tenants in common, or community property, and each must execute
the Subscription Agreement Signature Page.
5
CERTIFICATE FOR CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST, AND JOINT SUBSCRIBERS
If the subscriber is a corporation, partnership, limited
liability company, trust, joint purchaser, or other entity, an authorized
officer, partner, member, manager or trustee must complete, date, and sign this
Certificate.
CERTIFICATE
I hereby certify that:
a. The subscriber has been duly formed and is validly existing
and has full power and authority to invest in Netword, Inc.
b. The Subscription Agreement has been duly and validly
authorized, executed, and delivered by the subscriber and, upon
acceptance by Netword, Inc., will constitute the valid, binding, and
enforceable obligation of the subscriber.
Date:________ ___________________________________________________
Name of corporation, partnership, limited liability
company, trust or joint purchasers (please print)
___________________________________________________
Signature and title of authorized officer, partner,
member, manager, trustee, or joint purchaser
6
