EXHIBIT A
PSY-ED STOCKHOLDER SHARE EXCHANGE
SUBSCRIPTION AGREEMENT AND ACCREDITED AND NON-ACCREDITED INVESTOR
QUESTIONNAIRES
Pursuant to Section 4 (2) and Rule 506 of the Securities Act of 1933
Subscription Agreement and Accredited and Non-Accredited Investor
Questionnaires of East Coast Airlines, Inc.
The undersigned, a Psy-Ed Stockholder, owns the following shares of Psy-
Ed Corporation:
1. _____________ shares of Common Stock;
2. ____________ shares of Series A Preferred Stock;
3. ____________ shares of Series B Preferred Stock.
I. Election to Convert All Psy-Ed Preferred Shares to Psy-Ed Common
Shares
I am a Psy-Ed Corporation Stockholder and own Psy-Ed Preferred Shares. I
hereby elect to convert all of my Psy-Ed Preferred Shares into Psy-Ed Common
Shares at the conversion rate of one Common Share for One share of Preferred
Stock and hereby authorize Psy-Ed Corporation to reflect on the books of the
corporation this conversion and the issuance of the Psy-Ed Common Shares.
II. Election to Exchange All Psy-Ed Common Shares for East Coast Common
Shares.
I hereby elect to exchange all of my Psy-Ed Common Shares for Common Shares of
East Coast Airlines, Inc. ("East Coast") at the exchange rate of 000 Xxxx Xxxxx
Xxxxxx Shares for one (1) Psy-Ed Common Share. The East Coast Common Shares I
have elected to receive in the share exchange Offering are sometimes
hereinafter referred to as the "Shares", "Security" or "Securities." East Coast
Airlines, Inc. is sometimes referred to as the "Company" and reserves the right
to reject this subscription in whole or in part.
1. The undersigned, in order to induce the Company to accept this
Subscription Agreement represents, warrants and covenants to the
Company as follows:
(a)The undersigned acknowledges that (i) the Shares being acquired
in this share exchange Offering have not been registered under
the Securities Act of 1933, as amended ("Securities Act"), or
the securities laws of any State; (ii) absent an exemption
from registration contained in those laws, the issuance of the
Shares would require registration; and (iii) the Company's
reliance upon any such exemption is invariably based upon the
undersigned's representations, warranties, and agreements
contained in this Subscription Agreement (the Subscription
Agreement and the included Psy-Ed Stockholder Questionnaires
are collectively referred to herein as the "Subscription
Documents").
(b) The undersigned agrees that this Subscription Agreement is and
shall be irrevocable unless it has not been accepted by the
Company.
(c) The undersigned has carefully read the Company's Private
Placement Memorandum, dated December 1, 2003, and all of the
Exhibits thereto, and this Subscription Agreement,
respectively (collectively, the "Disclosure Materials") all of
which the undersigned acknowledges have been delivered to the
undersigned. The undersigned acknowledges that the
undersigned has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms
and conditions of this Subscription Agreement and the
Disclosure Materials and to obtain such additional written
information, to the extent the Company possesses such
information or can acquire it without unreasonable effort or
expense, necessary to verify the accuracy of same, as the
Undersigned desires in order to evaluate the share exchange
Offering, sometimes referred to as the "investment" or
"investment decision". The undersigned further acknowledges
that the undersigned has received no representations or
warranties from the Company, or their respective employees or
agents in making this investment decision other than as set
forth in the Disclosure Materials.
(d)The undersigned acknowledges that the undersigned has
investigated the Company's business, financial conditions,
current state of affairs, planned business and other matters
necessary in order for the undersigned to make an informed
investment decision regarding the election to exchange my Psy-
Ed Common Shares for East Coast Common Shares.
(e)The undersigned acknowledges that the undersigned is electing
to exchange and receive the Shares without being furnished any
prospectus or written description of the Company, its business
and/or its future plans, other than the Disclosure Materials,
and has relied solely upon the Disclosure Materials and the
undersigned's own investigation into the Company and its
proposed operations.
(f) The undersigned is aware that the election to participate in the share
exchange
and to receive the Shares is a speculative investment
involving a high degree of risk and that there is no guarantee
that the undersigned will realize any gain from this share
exchange election, and that the entire investment could be
lost.
(g) The undersigned understands that no federal or state agency has made any
finding or determination regarding the fairness of this
private share exchange Offering, or any recommendation or
endorsement thereof.
(h) The undersigned is acquiring the Shares for his/her/its own account for
investment only and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a
direct or
indirect beneficial interest in such Shares.
(i) Intentionally Omitted.
(j) The undersigned is financially able to bear the economic risk of this
investment, including the ability to hold the Shares indefinitely or to afford
a complete loss of the undersigned's investment in the Shares.
(k) The undersigned represents that the undersigned's overall
commitment to investments which are not readily marketable is
not disproportionate to its net worth, and the investment in
the Shares will not cause such overall commitment to become
excessive. The undersigned understands that the statutory
basis on which the Shares are being acquired by the
undersigned would not be available if the undersigned's
present intention were to hold the Shares for a fixed period
or until the occurrence of a certain event. The undersigned
realizes that in the view of the Securities and Exchange
Commission, an acquisition now with a present intent to resell
by reason of a foreseeable specific contingency or any
anticipated change in the market value, or in the condition of
the Company, or that of the industry in which the business of
the Company is engaged or in connection with a contemplated
liquidation, or settlement of any loan obtained by the
undersigned for the acquisition of the Shares, and for which
such Shares may be pledged as security or as donations to
religious or charitable institutions for the purpose of
securing a deduction on an income tax return, would, in fact,
represent an acquisition with an intent inconsistent with the
undersigned's representations to the Company, and the
Securities and Exchange Commission would then regard such an
acquisition as one for which no exemption from registration is
available. The undersigned will not pledge, transfer or
assign this Subscription Agreement.
(l) The undersigned represents that his/her/its Psy-Ed Common
Shares to be delivered in this exchange and investment are
either separate property of the Undersigned, other property
over which the undersigned has the right of control, or are
otherwise property as to which the undersigned has the sole
right of management.
(m) The address shown under the undersigned's signature at the end
of this Subscription Agreement is the undersigned's principal
business address if a corporation or other entity.
(n) The undersigned has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits
and risks of this share exchange and investment in the Shares.
(o) The undersigned acknowledges that the certificates for the
Shares which the undersigned will receive will contain a
legend substantially as follows:
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY
INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL
TO THE HOLDER HEREOF SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
(p) This Subscription Agreement and all representations, warranties and
statements
made herein are true, complete and correct in all material
respects.
(q) The undersigned acknowledges that the Company is under no
obligation to register the Shares under the Securities Act or
any state securities laws, or to take any action to make any
exemption from any such registration provisions available.
(q) This Subscription Agreement is a legally binding obligation of the
undersigned in accordance with its terms.
(s) Intentionally Omitted.
(t) If the undersigned Psy-Ed Stockholder is a partnership,
corporation, trust or other entity, (i) the undersigned has
enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription
Agreement to act on its behalf (e.g., if a trust, a certified
copy of the trust agreement; if a corporation, a certified
corporate resolution authorizing the signature and a certified
copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the
undersigned represents and warrants that it was not organized
or reorganized for the specific purpose of acquiring the
Shares, and (iii) the undersigned has the full power and
authority to execute this Subscription Agreement on behalf of
such entity and to make the representations and warranties
made herein on its behalf, and (iv) this investment to accept
the Shares in this exchange has been affirmatively
authorized, if required, by the governing board of such entity
and is not prohibited by the governing documents of the
entity.
(u) The undersigned expressly acknowledges and agrees that
the Company is relying upon the Undersigned's representation
contained in this Subscription Agreement. The undersigned
subscriber acknowledges that the undersigned understands the
meaning and legal consequences of the representations and
warranties which are contained herein and hereby agrees to
indemnify, save and hold the Company, and their respective
officers, directors and counsel harmless from and against any
and all claims or actions arising out of a breach of any
representation, warranty or acknowledgment of the undersigned
contained in any Subscription Document. Such indemnification
shall be deemed to include not only the specific liabilities
or obligation with respect to which such indemnity is
provided, but also all reasonable costs, expenses, counsel
fees and expenses of settlement relating thereto, whether or
not any such liability or obligation shall have been reduced
to judgment.
(v) Except as otherwise specifically provided for hereunder,
no party shall be deemed to have waived any of his or her or
its rights hereunder or under any other agreement, instrument
or papers signed by any of them with respect to the subject
matter hereof unless such waiver is in writing signed by the
party waiving said right. A waiver on any one occasion with
respect to the subject matter hereof shall not be construed as
a bar to, or waiver of, any right or remedy on any future
occasion. All rights and remedies with respect to the subject
matter hereof, whether evidenced hereby or by any other
agreement, instrument, or paper, will be cumulative, and may
be exercised separately or concurrently.
(w) The parties have not made any representations or warranties with respect
to the subject matter hereof not set forth in this Subscription Agreement which
constitutes the entire agreement between them 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 alone fully and completely expresses their
agreement.
(x) This Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by all
of the parties to this Agreement.
(y) The parties agree to execute any and all such other and further
instruments
and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement
and the intent and purposes hereof.
(z) This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New
Jersey and the undersigned hereby consents to the jurisdiction
of the courts of the State of New Jersey and/or the United
States District Court for the District of New Jersey.
(z) The undersigned understands that this Subscription Agreement is not
binding upon the Company until the Company accepts it, which acceptance is at
the sole discretion of the Company and is to be evidenced by the Company's
execution of this Subscription Agreement where indicated. This Subscription
Agreement shall be null and void if the Company does not accept it as
aforesaid.
(bb)Intentionally Omitted.
(cc) Neither this Subscription Agreement nor any of the rights
of the undersigned hereunder may be transferred or assigned by
the undersigned.
ACCREDITED INVESTOR QUESTIONNAIRE
(dd) Please check whether one or more of the following definitions of
"accredited investor," if any, applies to you. If none of the following applies
to you, please leave a blank:
(i) __________ A Bank as defined in Section 3(a)(2) of the Securities Act of
1933, as amended ("Securities Act"), or any savings and loan association or
other institution as defined in Section 3(a)(5)(A) of the Securities Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); an insurance company as defined in Section 2(13)
of the Securities Act; an investment company registered under the Investment
Company Act of 1940 or a business development company as defined in Section
2(a)(48) of that act; a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, or its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; any employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974, if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered
investment advisor, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made
solely by persons that are Accredited Investors.
(ii)__________ A Private Business Development Company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
(iii)___________An organization described in Section 501(c)(3) of
the Internal Revenue Code or corporation, Massachusetts or
similar business trust, or partnership, not formed for the
specific purpose of acquiring the securities offered, with
total assets in excess of $5,000,000.
(iv)A natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of purchase exceeds
$1,000,000.
(v) __________ A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year.
(vi)__________ Any trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
the Shares and Warrant, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of
Regulation
(vii) __________ Any entity in which all of the equity owners are Accredited
Investors.
THE NEXT PAGES ARE SIGNATURE PAGES
EXECUTION
A. BY THE PSY-ED STOCKHOLDER:
The undersigned Psy-Ed Stockholder has executed this Subscription
Agreement on this ____ day of ______________, 2004, and hereby elects to
exchange his/her/its Psy-Ed Common Shares for the East Coast Common Shares
specified below:
_______ PSY-ED COMMON SHARES, MULTIPLIED BY 173, EXCHANGED FOR______ EAST COAST
COMMON SHARES
1. If the Psy-Ed Stockholder is an INDIVIDUAL, complete the following:
______________________________________________
Signature of Psy-Ed Stockholder
______________________________________________
Name (Please type or print)
_____________________________________________
Signature of Spouse if East Coast Common Shares are to be held as joint
tenants, Tenants by the entirety or community property
______________________________________________
Name (Please type or print)
B. BY THE COMPANY
The Company has executed this Subscription Agreement on this _____ day of
_____________, 2004.
________________________________
(Signature)
Name: Xxxxxx X. Xxxxxxxx
Title: President
EXECUTION
A. BY THE PSY-ED STOCKHOLDER:
The undersigned Psy-Ed Stockholder has executed this Subscription
Agreement on this ____ day of ______________, 2004, and hereby elects to
exchange his/her/its Psy-Ed Common Shares for the East Coast Common Shares
specified below:
_______ PSY-ED COMMON SHARES, MULTIPLIED BY 173, EXCHANGED FOR______ EAST COAST
COMMON SHARES
2. If the Psy-Ed Stockholder is a CORPORATION, complete the following:
The undersigned hereby represents, warrants and covenants that the
undersigned has been duly authorized by all requisite action on the part of the
prospective investor listed below to enter into this Subscription Agreement
and, further, that the Psy-Ed Stockholder has all requisite authority to enter
into such Agreement.
The undersigned represents and warrants that each of the above
representations or agreements or understandings set forth herein applies to
undersigned Psy-Ed Stockholder and that he or she has authority under the
charter, by-laws and resolutions of the Board of Directors of such Psy-Ed
Stockholder to execute this Agreement. Such officer encloses a true copy of
the charter, the by-laws and the resolutions of the Board of Directors
authorizing the execution of this Subscription Agreement.
______________________________________________
Name of Corporation (Please type or print)
By: __________________________________________
(Signature)
Name: ___________________________ Title: _____________________________
(Print) (Print)
B. BY THE COMPANY
The Company has executed this Subscription Agreement on this _____ day of
_____________, 2004.
________________________________
(Signature)
Name: Xxxxxx X. Xxxxxxxx
Title: President
EXECUTION
A. BY THE PSY-ED STOCKHOLDER:
The undersigned Psy-Ed Stockholder has executed this Subscription
Agreement on this ____ day of ______________, 2004, and hereby elects to
exchange his/her/its Psy-Ed Common Shares for the East Coast Common Shares
specified below:
_______ PSY-ED COMMON SHARES, MULTIPLIED BY 173, EXCHANGED FOR______ EAST COAST
COMMON SHARES
3. If the Psy-Ed Stockholder is a PARTNERSHIP, complete the following:
The undersigned hereby represents, warrants and covenants that the
undersigned is a general partner of the Psy-Ed Stockholder named below, has
been duly authorized by the Psy-Ed Stockholder to acquire the Shares, the Psy-
Ed Stockholder has all requisite authority to enter into this Subscription
Agreement, and set forth below are the names of all Partners of the Psy-Ed
Stockholder.
The undersigned represents and warrants that each of the above
representations or agreements or understandings set forth herein applies to the
Psy-Ed Stockholder and he or she is authorized by such Psy-Ed Stockholder to
execute this Subscription Agreement. Such Partner encloses a true copy of the
Partnership Agreement of said Psy-Ed Stockholder.
______________________________________________
Name of Partnership (please type or print)
By: __________________________________________
(Signature)
Name: ___________________________ Title: _____________________________
(Print) (Print)
NAMES OF PARTNERS:
__________________________________________________________________________
__________________________________________________________________________
B. BY THE COMPANY
The Company has executed this Subscription Agreement on this _____ day of
_____________, 2004.
________________________________
(Signature)
Name: Xxxxxx X. Xxxxxxxx
Title: President
EXECUTION
A. BY THE PSY-ED STOCKHOLDER:
The undersigned Psy-Ed Stockholder has executed this Subscription
Agreement on this ____ day of ______________, 2004, and hereby elects to
exchange his/her/its Psy-Ed Common Shares for the East Coast Common Shares
specified below:
_______ PSY-ED COMMON SHARES, MULTIPLIED BY 173, EXCHANGED FOR______ EAST COAST
COMMON SHARES
4. If the Psy-Ed Stockholder is a TRUST, complete the following:
The undersigned hereby represents, warrants and covenants that he or
she, as trustee, is duly authorized by the terms of the trust instrument
("Trust Instrument") for the Psy-Ed Stockholder set forth below to enter into
this Subscription Agreement.
The undersigned, as trustee, executing this Subscription Agreement on
behalf of the Psy-Ed Stockholder represents and warrants that each of the above
representations or agreements or understandings set forth herein applies to
that Psy-Ed Stockholder and he or she is authorized by such Psy-Ed Stockholder
to execute this Subscription Agreement. Such trustee encloses a true copy of
the Trust Instrument of said Psy-Ed Stockholder.
______________________________________________
Name of Trust (Please type or print)
By: __________________________________________
(Signature)
Name: ___________________________ Title: _____________________________
(Print) (Print)
B. BY THE COMPANY
The Company has executed this Subscription Agreement on this _____ day of
_____________, 2004.
________________________________
(Signature)
Name: Xxxxxx X. Xxxxxxxx
Title: President
NON ACCREDITED INVESTOR QUESTIONAIRE
Please list all of the educational institutions you have attended (including
high schools, colleges, and specialized training schools), and indicate the
dates attended and the degree(s) (if any) obtained from each.
FROM TO INSTITUTION DEGREE
1.Indicate your principal business experience or other occupations during the
last ten years. (Please list your present, or most recent, position first
and the others in reverse chronological order.)
FROM TO NAME AND ADDRESS OF EMPLOYER POSITION
2.Describe, in greater detail, your present or most recent business or
occupation, as listed in your answer to Question 2. Please indicate such
information as the nature of your employment, the principal business of
your employer, the principal activities under your management or
supervision and the scope (e.g., dollar volume, industry rank, etc.) of
such activities.
_____________________________________________________
_____________________________________________________
_____________________________________________________
3.Describe any significant business you engage in or intend to engage in other
than as specified above.
_____________________________________________________
_____________________________________________________
_____________________________________________________
4. Indicate by check xxxx which of the following categories best describes the
extent of your prior experience in the are s of investment listed below:
SUBSTANTIAL LIMITED NO
EXPERIENCE EXPERIENCE EXPERIENCE
Marketable securities
Government securities
Municipal (tax-exempt) securities
Foreign currencies
Stock options
Commodities
Real Estate Programs
Securities for which no market exists
Limited partnerships
Tax deferred investments generally
5.For those investments for which you indicated "substantial experience" or
"limited experience" above, please answer the following additional
questions by checking the appropriate answer.
5.1 Do you make your own investment decisions with respect to such
investments?
_________ Always _________ Frequently
_________ Usually_________ Rarely
5.2 What are your principal sources of investment knowledge or advice: (You
may check more than one.)
_________ First hand experience with industry
_________ Financial publication(s)
_________ Trade or industry publication(s)
_________ Banker(s)
_________ Broker(s)
_________ Investment Adviser(s)
_________ Attorney(s)
_________ Accountant(s)
5.3 How many years of experience do you have with each of the following types
of investments?
Securities for which no market exists:Number of years ______
Limited partnerships: Number of years ______
Real Estate programs: Number of years ______
Tax-deferred investments generally: Number of years ______
6.Indicate by check xxxx whether you maintain any of the following types of
accounts over which you, rather than a third party, exercise investment
discretion, and the length of time you have maintained each type of
account.
Securities (cash) YesNo Number of years
Securities (margin)YesNo Number of years
Commodities YesNo Number of years
7.Please provide in the space below any additional information which would
indicate that you have sufficient knowledge and experience in financial and
business matters so that you are capable of evaluating the merits and risks of
investing in restricted securities of private enterprises such as Nevada Casino
Associates, L.P. and First Nevada Casinos Corp. In particular, please describe
your experience in investing in (a) limited partnerships and (b) securities for
which no market exists.
_____________________________________________________
_____________________________________________________
_____________________________________________________
IF SUBSCRIBER IS AN INDIVIDUAL:
Date ______________________________
_______________________________ _______________________________
Print Name of Subscriber Signature of Subscriber
_______________________________ _______________________________
Print Name of Co-Subscriber Signature of Co-Subscriber
IF SUBSCRIBER IS A corporation, partnership or trust:
Date ______________________________
For:__________________________________________________________________
Print Name of Subscribing Entity
By: __________________________
Print Name of Authorized Officer, Partner or Trustee
_______________________________
Print Name of Authorized Officer
_______________________________
Print Name of Co-Trustee (if required by trust instrument)
_____________________________________________
Signature of Authorized
Officer, Partner or Trustee
_______________________________
Signature of Co-Trustee
(if required by trust instrument)
NON-ACCREDITED INVESTOR QUESTIONNAIRE
