QuesTec Imaging, Inc.
PRIVATE PLACEMENT OFFERING
SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE
AGREEMENT, effective this 1st day of October, 1997, between Questec
Imaging, Inc., a corporation incorporated under the laws of British Columbia
(the "Company"), and _____________ (the "Subscriber").
RECITALS
A. The Company desires to provide financing for itself by selling to
accredited investors, shares (the "Shares") of the Company's Common Stock,
without par value (the "Common Stock"), for an aggregate purchase price of not
more than $800,000.
B. Purchase of the Shares involves significant investment risks. The shares
are being offered to only accredited investors as such term is defined under
Regulation D of the Securities and Exchange Commission ("SEC").
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase of Shares.
The Company agrees to sell to the Subscriber, and the Subscriber agrees to
purchase from the Company, Shares for the aggregate purchase price set forth in
the signature page hereof. The number of Shares to be issued to the Subscriber
hereunder on or before December 31, 1997 shall be equal to a quotient, the
numerator of which shall be the aggregate purchase price paid by the Subscriber
to the Company hereunder and the denominator of which shall be Zero Dollars and
Twenty-one Cents ($.21). The number of Shares to be issued to the Subscriber
hereunder from and after November 1, 1997 shall be equal to a quotient, the
numerator of which shall be the aggregate purchase price paid by the Subscriber
to the Company hereunder and the denominator of which shall be the closing bid
price (adjusted as set forth below) of the Common Stock on the business day
immediately preceding receipt by the Company of a fully-executed copy of this
Agreement and the purchase price to be paid hereunder; it being understood and
agreed, however, that for the purposes hereof, such closing bid price shall be
discounted by the following percentages in the event that this Agreement is
executed and this Agreement and the purchase prices to be paid hereunder are
received by the Company on or before the dates set forth opposite such
percentages:
Percentage Date
30% December 31, 1997
25% January 31, 1997
20% February 28, 1998
2. Payment of Purchase Price.
Concurrently with the delivery of this Agreement, the Subscriber has
delivered a check or made a wire transfer in the amount set forth in the
signature page hereof, in payment of the purchase price for the Shares. Checks
shall be made payable, or wired funds shall be sent, to: Chase Manhattan Bank,
ABA 000000000, FBO A/C#000-0-000000 Escrow incoming Wire Acct., FFC: E00704
Questec Imaging, Inc., Attn: Xxxxxx Hum.
3. Representations and Warranties of the Company.
(a) The Shares will be, when issued, delivered and paid for in accordance
with this Agreement, duly and validly issued, fully paid and non-assessable; all
presently outstanding shares of Common Stock of the Company have been duly
authorized, validly issues and are fully paid and non-assessable; the Shares
are not being issued in violation of the preemptive rights of any of the
Company's security holders, and there are no outstanding options, warrants or
rights or other agreements outstanding or in existence entitling any person to
purchase or otherwise acquire, or any outstanding securities convertible or
exchangeable into, any capital stock or other securities of the Company, other
than (1) the options and warrants described in Exhibit A, attached hereto, and
(ii) an agreement with Alexander, Wescott of a warrant to purchase up to
1,000,000 shares of Common Stock; all corporate action required to be taken by
the Company prior to the issuance and sale of the Shares to qualified
subscribers has been or, prior to the sale thereof, will have been taken.
(b) The authorized capital stock of the Company consists of 50,000,000
shares divided into 40,000,000 shares of Common Stock, without par value, and
10,000,000 shares of Preferred Stock, with par value, of which approximately
16,770,000 shares of such Common Stock are issued and outstanding and 0 shares
of such Preferred Stock are issued and outstanding.
(c) The Company is duly incorporated, validly existing and in good standing
as a corporation under the British Columbia.
(d) The Company is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which its activities or its
ownership or leasing of property requires such qualification.
(e) This Agreement has been duly and validly authorized and executed and
delivered by and on behalf of the Company and constitutes a valid and binding
agreement of the Company enforceable against the Company in accordance with its
terms, subject to any applicable bankruptcy, insolvency, reorganization or other
laws affecting the enforcement of creditors' rights generally.
(f) The Company is not in violation of (i) any term or provision of its
charter or bylaws or (ii) any material term or provision of any indenture,
mortgage, deed of trust, note, license agreement, or other material agreement or
instrument to which the Company is a party or by which it is or may be bound or
to which any of its material assets, property or business is or may be subject,
or (iii) any material term of any significant indebtedness, or (iv) of any
statute or (v) any material judgment, decree, order, rule or regulation
applicable to the Company of any court, regulatory body or administrative agency
or other federal, state or other governmental body, domestic or foreign, having
jurisdiction over it or its material assets, property or business, which
violation or violations, either in any case or in the aggregate, might result in
any material adverse change, financial or otherwise, in the assets, properties,
condition, business, earnings or prospects of the Company; and the execution
and delivery by the Company of this Agreement, the consummation by the Company
of the transactions herein contemplated, and the compliance by the Company with
the terms of this Agreement will not result in any such violation or violations.
All material licenses, approvals or permits from the federal or any state, local
or foreign government or agency thereof having jurisdiction over the Company
reasonably required for the conduct of the business or operations of the
Company have been obtained and are outstanding, and there are no proceedings
pending or to the Company's knowledge threatened, seeking to cancel, terminate
or limit such licenses, approvals or permits.
(g) There are no actions, investigations, statutes, rules or regulations or
other proceedings of any nature in effect or pending or to the Company's
knowledge threatened, as the case may be, which, either in any case or in the
aggregate, if decided adversely, might result in any material adverse change,
financial or otherwise, in the assets, properties, condition, business, earnings
or prospects of the Company or which question the validity of the capital stock
of the Company, this Agreement or any action taken or to be taken by the Company
pursuant to or in connection with this Agreement. The Company hereby advises the
Subscriber, however, that the Company has been named as a defendant in an action
entitled Xxxxxxx X. Xxxxxx, Plaintiff, vs. Questec Imaging, Inc. fka SZL
Sportsight, Inc., Defendant, filed in the Circuit Court of the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida. Notwithstanding the
foregoing, however, the Company hereby represents and warrants to the Subscriber
that, if decided adversely, such action will not result in any material adverse
change, financial or otherwise, in the assets, properties, condition, business,
earnings or prospects of the Company and that such action does not question the
validity of the capital stock of the Company, this Agreement or any action taken
or to be taken by the Company pursuant to or in connection with this Agreement.
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(h) The Company has not incurred any liability for any finder's fees or
similar payments in connection with the transactions herein contemplated, other
than placement agent fees as described in the Memorandum.
(i) The Company's unaudited financial statements and notes thereto
provided to the Subscriber present fairly the financial position of the Company
as of the respective dates thereof and the results of operations and cash flows
for the respective periods covered thereby and are all, except for the lack of
footnotes in the unaudited financial statements, in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
entire period involved. Since the dates of the unaudited financial statements,
there has been no material adverse change, financial or otherwise, in the
assets, properties, condition, business, earnings or prospects of the Company.
(j) The Company has filed each tax return which is required to be filed, or
has requested an extension therefor and has paid or otherwise provided for all
taxes shown on such return and all related assessments to the extent that the
same have become due, provided, however, that the Company has accrued during the
past three years, but not paid, up to $50,000.00 in Canadian taxes and has
accrued since December 1995, but not paid, up to $ 150,000.00 in United States
federal withholding taxes, all of which the Company hereby represents and
warrants shall be paid within thirty (30) days from the date hereof.
(k) All information from the Company which is included in this Subscription
Agreement is accurate and complete and does not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
4. Representations and Warranties of the Subscriber.
The Subscriber hereby represents, warrants and acknowledges to the Company
as follows:
(a) The Subscriber and its advisors, if any, have been furnished with all
materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Shares which have been requested
by the Subscriber or its advisors. The Subscriber and its advisors, if any, have
been afforded the opportunity to ask questions of the Company and have received
satisfactory answers to any such inquiries. Neither such inquiries nor any other
due diligence investigation conducted by the Subscriber shall modify, amend or
affect the Subscriber's right to rely on the Company's representations and
warranties contained in Section 3 above. The Subscriber acknowledges that, in
making the decision to purchase the Shares, it has relied solely upon
independent investigations made by it and not upon any representations made by
the Company with respect to the Company or the Shares, other than those
representations set forth in Section 3 hereof.
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(b) This Agreement has been executed and delivered by the Subscriber and is
a valid and binding agreement enforceable against the Subscriber in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and similar laws of general applicability relating
to or affecting creditors' rights generally, and the Subscriber has full power
and authority necessary to enter into this Agreement and to perform its
obligations hereunder.
(c) No consent, approval, authorization, or order of any court,
governmental agency or body, or arbitrator having jurisdiction over the
Subscriber is required for execution of this Agreement, including, without
limitation, the purchase of the Shares, or the performance of the Subscriber's
obligations hereunder.
(d) The Subscriber understands that no United States or other governmental
agency has passed on or made any recommendation or endorsement of the Shares.
(e) The Subscriber understands that the Shares are being offered and sold
in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Subscriber's compliance with, the
representations, warranties, agreements, acknowledgements and understandings of
the Subscriber set forth herein in order to determine the availability of such
exemptions and the eligibility of the Subscriber to acquire the Shares.
(f) The Subscriber is acquiring the Shares pursuant to this Agreement for
investment for its own account and not with a view to the distribution (as such
term is used in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act")) thereof.
(g) The Subscriber realizes that the Shares are speculative, illiquid and
involve a high degree of risk, including the risks of receiving no return on the
investment and of losing the investment in the Company.
(h) The Subscriber is able to bear the economic risk of investment in the
Shares, including the total loss of such investment.
(i) The Subscriber believes that subscribing for the Shares pursuant to the
terms of this Agreement is an appropriate and suitable investment for the
Subscriber.
(j) The Subscriber is experienced and knowledgeable in financial and
business matters, and is capable of evaluating the merits and risks of
purchasing securities of the Company.
(k) The Subscriber is a resident of the State of ____________.
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(l) The Subscriber is an "accredited investor" as defined in Rule 501 of
Regulation D under the Securities Act and (check all that apply):
[ ] (i) A natural person whose individual net worth (assets less
liabilities), or joint net worth with his or her spouse, exceeds
$1,000,000.
[ ] (ii) A natural person whose individual income was in excess of
$200,000, or whose joint income with his or her spouse was in excess of
$300,000, each of the two most recent years, and who has a reasonable
expectation of reaching the same income level for the current year.
[ ] (iii) A bank, insurance company, registered investment company,
business development company, small business investment company or employee
benefit plan.
[ ] (iv) A savings and loan association, credit union, or similar
financial institution, or a registered broker or dealer.
[ ] (v) A private business development company.
[ ] (vi) An organization described in Section 501(c)(3) of the
Internal Revenue Code with assets in excess of $5,000,000.
[ ] (vii) A corporation, Massachusetts or similar business trust, or
partnership with assets in excess of $5,000,000.
[ ] (viii) A trust with assets in excess of $5,000,000.
[ ] (ix) A director or an executive officer of the Company.
[ ] (x) An entity in which all of the equity owners are accredited
investors.
[ ] (xi) A self-directed XXX, Xxxxx, or similar plan of which the
individual directing the investments qualifies as an "accredited investor"
under one or more of items (i)-(x), above. Also check the item(s) [(i)-(x)]
that applies.
The Company reserves the right to request additional information from the
Subscriber to verify the information represented by the Subscriber herein.
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5. Investment Purpose in Acquiring the Shares.
The Subscriber and the Company acknowledge that the securities comprising
the Shares have not been registered under the Securities Act, or applicable
state securities laws, and that such securities will be issued to Subscriber in
reliance on exemptions from the registration requirements of the Securities Act
and applicable state securities laws, based in part on Subscriber's
representations and undertakings contained herein, including Subscriber's
investment intent. The Subscriber has no present intention to divide his
participation with others or to resell or otherwise dispose of all or any part
of the Shares.
6. Compliance with Securities Act.
The Subscriber agrees that if the Shares or any part thereof are to be
sold or transferred by the Subscriber in the future, the Subscriber will sell or
distribute them pursuant to the requirements of the Securities Act and
applicable state securities laws. The Subscriber agrees that the Subscriber will
not transfer any part of the Shares without (i) obtaining an opinion of counsel
satisfactory in form and substance to the counsel for the Company to the effect
that such transfer is exempt from the registration requirements under the
Securities Act and applicable state securities laws or (ii) undertaking the
required registration.
7. Restrictive Legend.
Subscriber agrees that the Company may place a restrictive legend on the
documents representing the securities comprising the Shares containing
substantially the following language:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or any state securities laws.
They may not be sold, offered for sale, or transferred in the absence of
either an effective registration under federal and state securities laws,
or an opinion of counsel for the Company that such transaction is exempt
from registration under the Securities Act of 1933, as amended, and under
such laws."
8. Stop Transfer Order.
The Subscriber agrees that the Company may place a stop transfer order with
its registrar and stock transfer agent (if any) covering all certificates
representing the securities comprising the Shares.
9. Knowledge of Restrictions Upon Transfer of the Shares.
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The Subscriber understands that the securities comprising the Shares are
not freely transferable and may in fact be prohibited from sale for an extended
period of time and that, as a consequence thereof, the undersigned must bear the
economic risk of investment in the Shares for an indefinite period of time and
may have extremely limited opportunities to dispose of the Shares.
10. Registration and Other Rights with regard to the Shares.
(a) If any time prior to the fifth anniversary of the delivery of the
purchase price set forth in the signature page hereof to the Company, the
Company shall file with the SEC a Registration Statement relating to an offering
for its own account or the account of others under the Securities Act of any of
its equity securities (other than on Form S-4 or Form S-8 or its then equivalent
relating to equity securities issuable in connection with any acquisition of any
entity or business or equity securities issuable under a stock option or other
employee benefit plan) the Company shall send to the Subscriber written notice
of such determination and, if within twenty (20) days after the effective date
of such notice, the Subscriber shall so request in writing, the Company shall
include in such Registration Statement all or any part of the Shares the
Subscriber requests to be registered, except that if, in connection with any
underwritten public offering for the account of the Company the managing
underwriter(s) thereof shall impose a limitation on the number of shares of
Common Stock which may be included in the Registration Statement because, in
such underwriter(s) judgment, marketing or other factors dictate such limitation
is necessary to facilitate public distribution, then the Company shall be
obligated to include in such Registration Statement only such limited portion of
the Shares with respect to which the Subscriber has requested inclusion
hereunder, provided, however, that the Company shall not exclude any Shares
unless the Company has first excluded all outstanding securities, the holders of
which are not entitled to inclusion of such securities in such Registration
Statement or are not entitled to pro rata inclusion with the Shares, and
provided, further, however, that after giving effect to the immediately
proceeding proviso, any exclusion of Shares shall be made pro rata with holders
of other securities having the right to include such securities in the
Registration Statement other than other holders of securities entitled to
inclusion of their securities in such Registration Statement by reason of demand
registration rights. If an offering in connection with which the Subscriber is
entitled to registration under this paragraph (c) is an underwritten offering,
then the Subscriber shall, unless otherwise agreed by the Company, offer and
sell the Shares included in such Registration Statement in an underwritten
offering using the same underwriter or underwriters and, subject to the
provisions of this Agreement, on the same terms and conditions as other shares
of Common Stock included in such underwritten offering.
(b) In connection with the filing of a registration statement pursuant to
this section, the Company shall:
i) notify the Subscriber as to the filing and status thereof and of all
amendments thereto filed prior to the effective date of said
registration statement;
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ii) notify such Subscriber promptly after it shall have received notice
of the time when the registration statement becomes effective or
any supplement to any prospectus forming a part of the registration
statement has been filed;
iii) prepare and file without expense to such Subscriber any necessary
amendment or supplement to such registration statement or
prospectus as may be necessary to comply with the 1933 Act or
advisable in connection with the proposed distribution of the
securities by such Subscriber;
iv) take all reasonable steps to qualify the Shares for sale under
the securities or blue sky laws of such reasonable number of states
as such Subscriber may designate in writing and to register or
obtain the approval of any federal or state authority which may be
required in connection with the proposed distribution, except in
each case, in jurisdictions in which the Company must either
qualify to do business or file a general consent to service of
process as a condition of the qualification of such securities;
v) notify such Subscriber of any stop order suspending the
effectiveness of the registration statement and use reasonable
best efforts to remove such stop order;
vi) undertake to keep such registration statement and prospectus
effective for a period of twelve months after its effective date;
vii) furnish to such Subscriber as soon as available, copies of any such
registration statement and each preliminary or final prospectus and
any supplement or amendment required to be prepared pursuant to the
foregoing provisions of this section, all in such quantities as
such Subscriber may from time to time reasonably request.
(c) The Subscriber agrees to pay any underwriting discounts and
commissions, transfer taxes, registration fees and his own counsel fees with
respect to the Shares being registered. The Company will pay all other costs and
expenses in connection with a registration statement to be filed pursuant to
this Section 10 including, without limitation, the fees and expenses of counsel
for the Company, the fees and expenses of its accountants, and all other costs
and expenses incident to the preparation, printing and filing under the Act of
any such registration statement, each prospectus and all amendments and
supplements thereto, for costs incurred in connection with the qualification of
such securities for sale in such reasonable number of states as the Subscriber
have designated, including fees and disbursements of counsel for the Company,
and the costs of supplying a reasonable number of copies of the registration
statement, each
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preliminary prospectus, final prospectus and any supplements or amendments
thereto to such Subscriber.
(d) The Company agrees to enter into an appropriate cross-indemnity
agreement with any underwriter (as defined in the Securities Act) for such
Subscriber in connection with the filing of a registration statement pursuant to
this section.
(e) If the Company shall file any registration statement including therein
all or any part of the Shares held by the Subscriber, the Company and each
Subscriber shall enter into an appropriate cross-indemnity agreement whereby the
Company shall indemnify and hold harmless the Subscriber against any losses,
claims, damages or liabilities (or actions in respect thereof) arising out of or
based upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
statements therein not misleading unless such statement or omission was made in
reliance upon and in conformity with written information furnished or required
to be furnished by any such Subscriber, and each such Subscriber shall indemnify
and hold harmless the Company, each of its directors and officers who have
signed the registration statement and each person, if any, who controls the
Company within the meaning of the Securities Act against any losses, claims,
damages or liabilities (or actions in respect thereof) arising out of or based
upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
statements therein not misleading, if the statement or omission was made in
reliance upon and in conformity with written information furnished or required
to be furnished by such Subscriber expressly for use in such registration
statement.
(f) For a period of one year after the effective date of the registration
statement filed pursuant to this Section 10, the Company at its expense will
file such post-effective amendments as may be necessary to make available for
use a prospectus meeting the requirements of the Securities Act. The Company
will cause copies of such prospectus to be delivered to any person selling the
shares of Common Stock as may be required by the Securities Act and the rules
and regulations of the SEC.
11. Representations to Survive Delivery.
The representations, warranties, and agreements of the Company and of the
Subscriber contained in this Agreement will remain operative and in full force
and effect and will survive the payment of the purchase price pursuant to
Section 2 above and the delivery of certificates representing the securities
comprising the Shares.
12. Miscellaneous. (a) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the transactions
contemplated by this Agreement and supersedes all prior arrangements or
understandings with respect thereto.
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(b) Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto, and their respective heirs,
legal representatives, successors and assigns.
(c) Third Party Rights. Notwithstanding any other provision of this
Agreement, this Agreement shall not create benefits on behalf of any third
party, and this Agreement shall be effective only as between the parties hereto
and their respective successors, heirs and permitted assigns.
(d) Descriptive Headings. The descriptive headings of this Agreement are
for convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.
(e) Notices. Any notice hereunder to or upon either party hereto shall be
deemed to have been duly given for all purposes if (a) in writing and sent by
(i) messenger or an overnight courier service against receipt, or (ii) certified
or registered mail, postage paid, return receipt requested, or (b) sent by
telegram, telecopy, telex or similar electronic means, provided that a written
copy thereof is sent on the same day by postage paid first class mail, to such
party at the following address:
To Subscriber: at its address set forth on the signature page hereof
To the Company at: 000 X Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
or such other address as either party hereto may at any time, or from time to
time, direct by notice given to the other party in accordance with this Section.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York and of the United States of
America, without regard to choice of law provisions.
(g) Remedies. In the event of any actual or prospective breach or default
by either party hereto, the other party shall be entitled to equitable relief
including remedies in the nature of rescission, injunction and specific
performance. All remedies hereunder are cumulative and not exclusive, and
nothing herein shall be deemed to prohibit or limit either party from pursuing
any other remedy or relief available at law or in equity for such actual or
prospective breach or default, including the recovery of damages.
(h) Disputes and Jurisdiction. Disputes arising under this Agreement shall
be resolved in a federal or state court of general jurisdiction sitting in the
County and State of New York. Each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of such court.
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(i) Severability. The provisions hereof are severable and in the event that
any provision of this Agreement shall be determined to be invalid or
unenforceable in any respect by a court of competent jurisdiction, the remaining
provisions hereof shall not be affected, but shall, subject to the discretion of
such court, remain in full force and effect, and any invalid or unenforceable
provision shall be deemed, without further action on the part of the parties
hereto, amended and limited to the extent necessary to render the same valid and
enforceable.
(j) Assignment, Etc. This Agreement may not be assigned without the prior
written consent of the parties, and any purported assignment without such
consent shall be void and without effect. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Agreement is not intended, and shall not be deemed,
to create or confer any right or interest for the benefit of any person not a
party hereto.
(k) Amendment. Except as otherwise provided herein, no amendment of this
Agreement shall be valid or effective, unless in writing and signing by or on
behalf of the parties hereto.
(l) Waiver. No course of dealing or omission or delay on the part of either
party hereto in asserting or exercising any right hereunder shall constitute or
operate as a waiver of any such right. No waiver of any provision hereof shall
be effective, unless in writing and signed by or on behalf of the party to be
charged therewith. No waiver shall be deemed a continuing waiver or waiver in
respect of any other or subsequent breach or default, unless expressly so stated
in writing.
(m) Further Assurances. Each party hereto covenants and agrees promptly to
execute, delivery, file or record such agreements, instruments, certificates and
other documents and to perform such other and further acts as the other party
hereto may reasonably request or as
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may otherwise be necessary or proper to consummate and perfect the transactions
contemplated hereby.
(n) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and which together shall constitute one and
the same agreement.
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Subscriber (Signature)
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Subscriber (Signature, if more
than one investor)
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Print Name
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Print Name (If more than one investor)
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Address
The Company hereby accepts the subscription evidenced by this Subscription
Agreement and Questionnaire:
QUESTEC IMAGING, INC.
By:
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Name:
Title:
Dated:
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SUBSCRIBER INFORMATION
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(Please print name(s) in which the Shares are to be issued)
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Taxpayer I.D. No. Taxpayer I.D. No.
(If more than one investor)
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Xxxxxx Xxxxxxx
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Xxxx Xxxxx Zip Code
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Telephone Number
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Occupation
Check One:
[ ] Individual Ownership [ ] Tenants in Common
[ ] Joint Tenants (JTWROS) [ ] Corporation
[ ] Partnership [ ] Other
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CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an Entity)
I,_________________________, am the_____________________of ___________
_________ (the "Entity").
I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and Questionnaire and to
purchase and hold the Shares, and certify further that such Subscription
Agreement and Questionnaire has been duly and validly executed on behalf of the
Entity and constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ______ day of _______________, 1997.
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(Signature)
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(Title)
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(Print Name)
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