ACTIVE ANKLE SYSTEMS, INC.
SUBSCRIPTION AGREEMENT
September __, 1997
ACTIVE ANKLE SYSTEMS, INC.
ATTN: Xxxx X. Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Ladies and Gentlemen:
1. PURCHASE OF COMMON STOCK.
Intending to be legally bound , I hereby agree to purchase ________ shares
of voting, no par value common stock (the "Shares") of Active Ankle Systems,
Inc. (the "Corporation") for ______________ U.S. Dollars (number of Shares to be
purchased multiplied by $40). This offer to purchase is submitted in accordance
with and subject to the terms and conditions described in this Subscription
Agreement (the "Agreement"). I acknowledge that the Corporation reserves the
right, in its sole and absolute discretion, to accept or reject this
subscription and the subscription will not be binding until accepted by the
Corporation in writing.
2. PAYMENT.
I agree to deliver to the Corporation immediately available funds in the
full amount due under this Agreement, by certified or cashier's check payable to
the "Active Ankle 1997 Public Offering Escrow Account." The Corporation shall
promptly deposit the funds into the Escrow Account.
3. ISSUANCE OF SHARES.
The Shares subscribed for herein will only be issued upon acceptance by the
Corporation as evidenced by the Corporation returning to the investor an
executed Agreement acknowledging acceptance and upon satisfaction of the terms
and conditions of the Escrow Agreement.
4. REPRESENTATION AND WARRANTIES.
A. I understand that the offering and sale of the Shares is registered
under (i) the Securities Act of 1933, as amended (the "Securities Act"), and
(ii) various States' Divisions of Securities in compliance with their
administration and enforcement of the
Active Ankle Systems, Inc.
ATTN: Xxxx X. Xxxxxxxx
September ___, 1997
Page 2
respective States' Blue Sky Laws and Regulations. In accordance therewith and
in furtherance thereof, I represent and warrant to and agree with the
Corporation as follows:
[1] I am a resident of the State of ________________ as of the date
of this Agreement and I have no present intention of becoming a resident of
any other state or jurisdiction;
[2] I have received and have reviewed the Corporation's Prospectus
dated September ____, 1997;
[3] I have had a reasonable opportunity to ask questions of and
receive answers from a person or persons acting on behalf of the
Corporation concerning this investment, including the terms and conditions
of this offering, and all such questions have been answered to my full
satisfaction;
[4] No oral or written representations have been made or oral or
written information furnished to me or to my advisors in connection with
the offering of Shares which was in any way inconsistent with the
information stated in the Prospectus;
[5] I have reached the age of majority, have adequate means of
providing for my current needs and personal contingencies, am able to bear
the substantial economic risks of an investment in the Shares for an
indefinite period of time, have no need for liquidity in such an investment
and, at the present time, could afford a complete loss of such investment;
[6] I have such knowledge and experience in financial, tax and
business matters in general, so as to enable me to utilize the information
made available to me in connection with the offering of Shares in order to
evaluate the merits and risks of an investment in the Corporation and am
qualified by training and experience in business and financial matters to
evaluate the merits and risks of an investment such as the purchase of the
Shares; and
[7] I have been advised by my purchaser representative, if I have
one, that no material relationship exists between the Corporation and my
purchaser representative, nor has an material relationship existed between
such parties for at least the past two years, nor will any compensation be
paid to my purchaser representative.
B. Within five (5) days after receipt of a request from the Corporation,
I hereby agree to provide such information and to execute and deliver such
documents as
2
Active Ankle Systems, Inc.
ATTN: Xxxx X. Xxxxxxxx
September ___, 1997
Page 3
may reasonably be necessary to comply with any and all laws, regulations or
ordinances to which the Corporation is subject.
C. The foregoing representations, warranties and agreements, together
with all other representations and warranties made or given by me to the
Corporation in any other written statement or document delivered in connection
with the transaction contemplated hereby shall be true and correct in all
respects on and as of the date of the Closing as if made on and as of such date
and shall survive the date of the Closing.
5. INDEMNIFICATION.
I agree to indemnify and hold harmless the Corporation, the officers,
directors, agents, employees and affiliates of any thereof against any and all
loss, liability, claim or damage, (including attorney's fees and disbursements)
together with all costs and expense whatsoever arising out of or based upon any
false representation or warranty or breach or failure by me to comply with any
representation, warranty, covenant or agreement made by me herein or in any
other document furnished by me of the foregoing in connection with this
transaction.
6. IRREVOCABILITY; BINDING EFFECT.
I hereby acknowledge and agree that the purchase hereunder is irrevocable,
that I am not entitled to cancel, terminate or revoke this Agreement or any
agreements of the undersigned hereunder and that this Agreement and such other
agreements shall survive my death or disability and shall be binding upon and
inure to the benefit of the parties and their heirs, executor, administrators,
successors, legal representatives and assigns. If the undersigned is more than
one person, the obligations of the undersigned hereunder shall be joint and
several, and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and are binding upon each such
person and his heirs, executors, administrators, successors, legal
representatives and assigns.
7. MODIFICATION.
Neither this Agreement not any provisions hereof shall be waived, modified,
discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or termination is sought.
3
Active Ankle Systems, Inc.
ATTN: Xxxx X. Xxxxxxxx
September ___, 1997
Page 4
8. NOTICES.
Any notice, demand or other communication which any party hereto may
require, or may elect to give to anyone interested hereunder shall be
sufficiently given if [a] deposited, postage prepaid, in a United States mail
box, stamped registered or certified mail, return receipt requested addressed to
such address as may be listed on the books of the Corporation, [b] delivered
personally at such address, or [c] delivered (in person, or by a facsimile
transmission, telex or similar telecommunications equipment) against receipt.
9. COUNTERPARTS.
This Agreement may be executed through the use of separate signature pages
or in any number of counterparts, and each of such counterparts shall, for all
purposes, constitute one agreement binding on all parties, notwithstanding that
all parties are not signatories to the same counterpart.
10. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof, and there are no representations, covenants or other
agreements except as stated or referred to herein.
11. SEVERABILITY.
Each provision of the Agreement is intended to be severable from every
other provision, and the invalidity or illegality of any portion hereof shall
not affect the validity or legality of the remainder hereof.
12. ASSIGNABILITY.
This Agreement is not transferable or assignable by the undersigned except
as may be provided herein.
13. APPLICABLE LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Kentucky as applied to residents of that state
executing contracts wholly to be performed in that state.
4
Active Ankle Systems, Inc.
ATTN: Xxxx X. Xxxxxxxx
September ___, 1997
Page 5
INDIVIDUAL(S) SUBSCRIBER
IN WITNESS WHEREOF, I have executed this Agreement as of the ______ day of
September, 1997.
-------------------------------------
Signature of Purchaser
-------------------------------------
Name(s) of Purchaser (Please print or type)
-------------------------------------
Purchaser(s) Social Security Number
STATE OF ______________)
) SS
COUNTY OF _____________)
On the ________day of August, 1997, before me personally appeared
___________________________________________, known to me to be the individual(s)
described herein and who acknowledged the foregoing instruments and swore and
acknowledged that (he)(she)(they) executed the same as (his)(her)(their) free
act and deed.
----------------------------------
Notary Public, State at Large
My commission expires:
---------------
ENTITY SUBSCRIBER
5
Active Ankle Systems, Inc.
ATTN: Xxxx X. Xxxxxxxx
September ___, 1997
Page 6
IN WITNESS WHEREOF, I have executed this Agreement as of the ______ day of
September, 1997.
-------------------------------------
Entity
-------------------------------------
Signed By
Its:
--------------------------------
-------------------------------------
Date
STATE OF ______________)
) SS
COUNTY OF _____________)
On the _____day of September, 1997, before me personally appeared
___________________________________________, known to me to be the individual
described herein and who acknowledged the foregoing instruments and swore and
acknowledged that (he)(she) executed the same as (his)(her) free act and deed.
----------------------------------
Notary Public, State at Large
My commission expires:
---------------
PURCHASE ACCEPTED FOR _________ SHARES:
ACTIVE ANKLE SYSTEMS, INC.
By: ________________________________
Xxxx X. Xxxxxxxx, CEO
Date: _______________________________
6
Active Ankle Systems, Inc.
ATTN: Xxxx X. Xxxxxxxx
September ___, 1997
Page 7
7
