INVESTMENT AGREEMENT
This Investment Agreement (the "Agreement"), dated as of June 20,
1997, is made among Hadron, Inc., a New York Corporation ("Hadron"),
and S. Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxx and Xxxxxx X. Xxxxx, Xx. (collectively the "Investors").
WHEREAS, each of the Investors is either an executive officer or
director of Hadron.
WHEREAS, Hadron is entering into a Line of Credit Agreement with
Century National Bank ("Lender") whereby Lender will provide to Hadron
on the terms set forth in such agreement, including the personal
guarantee of X.X. Xxxxxxx (Hadron's Chairman and Chief Executive
Officer), a line of credit of up to $800,000 (the "Loan").
WHEREAS, the Lender and Hadron negotiated the balance of the Loan
with the understanding that the Loan proceeds would be used to pay in
full Hadron's indebtedness to X.X. Xxxxxxx in the amount of
$225,000.00 under the terms of the Third Amended and Restated
Convertible Promissory Note dated April 21, 1997 (the "Xxxxxxx Note")
and they contemplated that the balance of the Loan proceeds would
provide Hadron sufficient working capital and capital for business
development for the immediate future.
WHEREAS, Hadron is currently indebted to the law firm of
Xxxxxxxxx & Xxxxxxxxx in the approximate amount of $288,000.00 under
the terms of a November 1, 1996 promissory note in the original amount
of $379,937.75 (the "Xxxxxxxxx Note").
WHEREAS, upon learning of the Loan and the additional capital to
be provided to Hadron thereby (net of payment of the Xxxxxxx Note),
Xxxxxxxxx & Xxxxxxxxx demanded that the Company pay to it all amounts
outstanding under the Xxxxxxxxx Note.
WHEREAS, Hadron has agreed to pay and Xxxxxxxxx & Xxxxxxxxx has
agreed to accept $250,000.00 in full satisfaction of the Xxxxxxxxx
Note.
WHEREAS, payment of the Xxxxxxxxx Note will reduce the balance of
new capital available to Hadron from the Loan proceeds to a level
below that deemed desirable by the Lender and Hadron to meet Hadron's
immediate need for additional capital.
WHEREAS, the Investors have agreed to provide Hadron at least
$120,000.00 of additional capital on the terms set forth herein to
offset in part the reduction of the Loan proceeds available to Hadron
as a consequence of payment of the Xxxxxxxxx Note.
NOW THEREFORE, in consideration of the foregoing and the
representations and agreements herein contained, the parties hereto
agree as follows:
1. Hadron agrees to issue to each of the Investors at or prior to
the closing of the Loan a two (2) year promissory note in the form
attached as Exhibit A hereto in the amount set forth next to each
Investor's name under the heading "Investment" on Schedule 1 to this
Agreement. Each promissory note, among other things:
a) shall bear interest at the rate of ten percent (10%) per
annum compounded quarterly;
b) shall provide that the principal thereof be convertible
until all principal due thereunder is paid, at the respective
Investor's option, into fully paid and non-assessable, restricted
shares of Hadron's common stock, par value $0.02 per share (the
"Common Stock"), on the basis of $0.60 per share, which value the
Board of Directors of Hadron determined to be the fair market
value of one restricted share of Hadron; common stock as of June
12, 1997 (the date on which the Hadron Board of Directors
approved in substance this Agreement);
c) may be prepaid by Hadron in full or part prior to maturity;
d) shall provide for the issuance to the respective Investor of
a warrant to acquire Common Stock (in the form of warrant
attached as Exhibit B hereto) upon payment by Hadron of the
principal due thereunder, and
e) shall be subordinate and junior in right of payment in all
respects to the Loan;
all on such terms as set forth in the form of promissory note attached
as Exhibit A hereto.
2. Each Investor agrees to pay to Hadron in same day funds,
simultaneously with Hadron's issuance of the promissory note to such
Investor pursuant to paragraph 1 above, the amount set forth next to
each Investor's name under the heading "Investment" on Schedule 1 to
this Agreement.
3. Each Investor represents and warrants, severally and not jointly,
that:
(a) the Investor understands that the promissory note to be
issued to such Investor by Hadron pursuant to paragraph 1 above
(the "Note"), the warrant to which such Investor may be entitled
upon non-payment of amounts due under the note at maturity (the
"Warrant") and the Common Stock to which Investor may be entitled
upon conversion of the Note or upon exercise of the Warrant
(collectively, the "Securities") will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws,
(b) the Securities to be acquired by such Investor pursuant to
this Agreement will be acquired by such Investor for such
Investor's own account, not as a nominee or agent, and without a
view to resale or other distribution within the meaning of the
Securities Act and the rules and regulations thereunder, and that
such Investor will not distribute any of the Securities in
violation of the Securities Act,
(c) such Investor (i) acknowledges that the Securities acquired
by such Investor pursuant to this Agreement must be held
indefinitely by such Investor unless subsequently registered
under the Securities Act or an exemption from registration is
available, (ii) is aware that any routine sales of Securities
made pursuant to Rule 144 under the Securities Act may be made
only in limited amounts and in accordance with the terms and
conditions of that Rule and that in such cases where the Rule is
not applicable, compliance with some other registration exemption
will be required, and (iii) is aware that Rule 144 is not
currently available for use by such Investor for resale of any of
the Securities to be acquired by such Investor pursuant to this
Agreement,
(d) such Investor has such knowledge and experience in financial
and business matters such that such Investor is capable of
evaluating the merits and risks of such Investor's investment in
any of the Securities to be acquired by such Investor pursuant to
this Agreement,
(e) such Investor, through his or her position as an officer or
director of Hadron, has access to information concerning the
operations and prospects of Hadron sufficient to make a
reasonable and informed investment decision with respect to the
Securities,
(f) such Investor agrees that such Investor will not sell or
otherwise transfer or dispose of Securities or any interest
therein unless such Securities have been registered under the
Securities Act or may be sold or transferred in reliance on an
exemption from such registration, and
(g) such Investor agrees that the certificates or instruments
representing the Securities to be acquired by Investor pursuant
to this Agreement may contain a restrictive legend noting the
restrictions on transfer described herein and required by federal
and applicable state securities laws, and that appropriate "stop-
transfer" instructions may be given to Hadron's transfer agent,
if any, provided that this paragraph (g) shall no longer be
applicable to any Securities following their transfer pursuant to
a registration statement effective under the Securities Act or in
compliance with Rule 144 or if an opinion of counsel reasonably
satisfactory to Hadron is to the effect that transfer
restrictions and the legend referred to herein are no longer
required in order to establish compliance with any provisions of
the Securities Act.
4. Hadron (a) agrees at all times to reserve and keep available from
its authorized common stock, solely for issuance and delivery upon
conversion of the Note or exercise of the Warrant by any or all of the
Investors, a sufficient number of shares of Common Stock to permit the
full conversion of the Note and the full exercise of the Warrant by
any or all of the Investors, and (b) agrees to take such corporate
action and obtain all authorizations and approvals as may be necessary
in order that Hadron may validly and legally issue to the Investors
upon conversion of the Note or exercise of the Warrant by any or all
of the Investors, fully paid and non-assessable shares of Common Stock
at the prices determined in accordance with the Note and the Warrant
held by each Investor.
5. This Agreement and the relationship between the parties shall be
governed by, and construed in accordance with, the laws of the
Commonwealth of Virginia regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
HADRON, INC. INVESTORS:
By: /S/ X.X. Xxxxxxx /S/ XXXXX XXXXXX
_____________________________ _____________________________
X.X. Xxxxxxx, Ed.D. S. Xxxxx Xxxxxx
Chairman and
Chief Executive Officer
/S/ XXXXXX X. XXXXX, XX.
_____________________________
Xxxxxx X. Xxxxx, Xx.
/S/ XXXXXX X. XXXXXX
_____________________________
Xxxxxx X. Xxxxxx
/S/ XXXXXX X. XXXXXX
_____________________________
Xxxxxx X. Xxxxxx
/S/ XXXXXX X. XXXXXXX
_____________________________
Xxxxxx X. Xxxxxxx
SCHEDULE 1
INVESTOR INVESTMENT
S. Xxxxx Xxxxxx $24,000
Xxxxxx X. Xxxxx, Xx. $24,000
Xxxxxx X. Xxxxxx $24,000
Xxxxxx X. Xxxxxx $24,000
Xxxxxx X. Xxxxxxx $24,000
EXHIBIT A
FORM OF PROMISSORY NOTE
THIS NOTE, THE SHARES OF COMMON STOCK, PAR VALUE $0.02 PER SHARE,
OF HADRON, INC. INTO WHICH THIS NOTE IS CONVERTIBLE AND THE
WARRANT WHICH MAY BE ISSUED PURSUANT TO THE TERMS OF THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR A VALID EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
FORM OF
CONVERTIBLE PROMISSORY NOTE
$24,000.00 ALEXANDRIA, VIRGINIA June 20, 1997
FOR VALUE RECEIVED, HADRON, INC, a New York corporation
("Hadron") hereby promises to pay to the order ___________________
("Payee"), at 0000 Xxx Xxxx Xxxxx, XxXxxx, Xxxxxxxx 00000, or at
such other place as may be designated by Payee, the principal sum
of TWENTY FOUR THOUSAND DOLLARS ($24,000.00), together with
interest from the date hereof until maturity at the rate of ten
percent (10%) per annum, compounded quarterly.
1. Interest on the unpaid principal balance of this note shall
be due and payable quarterly as it accrues, the first such
payment of accrued interest being due and payable on or before
September 20, 1997, and successive payments of accrued interest
being due and payable on or before the 20th day of each
succeeding December, March, June and September thereafter until
the entire principal balance of this note, together with all
accrued but unpaid interest thereon, shall be paid in full. The
principal balance of this note, together with all accrued but
unpaid interest thereon, shall be due and payable on June 20,
1999 (the "Maturity Date").
2. (a) At any time prior to the payment in full of all
amounts, principal and interest, due under this note, whether
before or after the date such amounts are due hereunder, the
outstanding principal amount of this note may, at the option of
Payee, be converted into fully paid and non-assessable,
restricted shares ("Hadron Shares") of the common stock, par
value $0.02 per share, of Hadron, Inc. ("Hadron Common Stock").
The number of Hadron Shares into which this note shall be
convertible shall be determined by dividing the total principal
then outstanding by the Conversion Price as hereinafter defined
in accordance with this Section 2.
(b) In the event Payee elects to convert this note to
Hadron Shares, Payee shall deliver to Hadron written notice of
Payee's election to convert this note into Hadron Shares in
accordance with the terms hereof; and upon the delivery of such
notice, and the surrender of this note to Hadron, Hadron shall
promptly thereafter issue and deliver to Payee a certificate or
certificates for the number of full Hadron Shares issuable upon
the conversion of this note and cash as hereinafter provided in
respect of any fraction of a Hadron Share issuable upon such
conversion. Such conversion shall be deemed to have been effected
as of the date Payee delivers notice of Payee's election to
convert ("Conversion Date"); provided, however, that Payee shall
not deliver notice of Payee's election to convert this note
within ten (10) trading days prior to a date on which Hadron is
required to make any filing with the United States Securities and
Exchange Commission. As of the Conversion Date, the rights of
Payee as holder of this note shall cease with respect to this
note and the person in whose name any certificate for Hadron
Shares is issued shall be deemed to have become the holder of
record of the Hadron Shares represented thereby. Any and all
notices to be given by Payee hereunder shall be in writing and
delivered by hand or mailed, postage prepaid, by certified or
registered U.S. mail, return receipt requested, to Hadron at 0000
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, and shall
be deemed given upon receipt.
(c) Hadron shall not be required to issue fractions of
Hadron Shares upon conversion of this note. If any fractional
interest in a Hadron Share shall be deliverable upon the
conversion of this note, Hadron shall make a cash payment
therefor on the basis of the Conversion Price.
(d) The price at which the outstanding principal amount of
this note together with all accrued but unpaid interest thereon
may be converted into Hadron Shares on a per share basis (the
"Conversion Price") shall be $0.60 per share.
3. Hadron may at any time prepay this note, in full or in part,
and all payments hereunder, whether designated as payments of
principal or interest, shall be applied first to the payment of
accrued interest and the balance to principal. Interest shall
immediately cease on any principal amount so prepaid.
4. Upon payment of principal under this note, Payee shall be
entitled to receive and Hadron shall execute, issue and deliver
to Payee promptly after such payment a warrant ("Warrant"), which
shall be in proper form for issuance and transfer, registered in
the name of Payee, and issued in respect to the number of Hadron
Shares determined as hereinafter provided. Such Warrant:
(a) shall be exercisable:
i) through June 20, 2001, if the payment of principal
giving rise thereto is paid either prior to or on the
Maturity Date, or
ii) through the end of the last day in the period which
begins on June 21, 2001 and which extends the same number of
days which pass from the Maturity Date through the day on
which the principal giving rise thereto is paid;
(b) shall entitle Payee to purchase, in accordance with the
terms thereof, that number of Hadron Shares equal to the quotient
of the principal paid giving rise to the warrant divided by the
Conversion Price;
(c) may be exercised in full or in part during its term at
the price per Hadron Share equal to the Conversion Price; and
(d) shall otherwise be in form and substance satisfactory to
Hadron and Payee.
5. Payee agrees and acknowledges that the Hadron Shares
issuable upon conversion of this note, the Warrant and the Hadron
Shares issuable upon exercise of the Warrant are and shall be
restricted securities. Except for transfers, sales or other
dispositions pursuant to an effective registration statement
under the Securities Act of 1933 and any applicable state
securities laws (the "Acts"), such securities may not be
transferred, sold or otherwise disposed of by Payee or any other
holder hereof or thereof unless prior to transferring, selling or
otherwise disposing of any of such securities, Payee or such
holder delivers to Hadron prior to the disposition an opinion of
counsel, reasonably acceptable to Hadron, to the effect that
registration is not required under the Acts. If, in the opinion
of such counsel, such transfer, sale or other disposition may be
effected without such registration, the securities may thereafter
be transferred, sold or otherwise disposed of, and Hadron shall
do all things necessary to facilitate such transfer, sale or
other disposition, including the prompt transfer of such
securities on the books of Hadron and the issuance of
certificates representing such securities, free of any
restrictive legends or stop transfer instructions unless
otherwise required by such opinion, all in accordance with such
notice and opinion.
6. It is expressly agreed that time is of the essence of this
note, and if default shall be made in the payment of principal or
interest hereunder, as the same shall become due and payable; or
should Hadron institute proceedings to be adjudicated a bankrupt
or insolvent, or consent to the institution of any such
proceedings against it or fail to cause the dismissal or stay of
any such proceedings within thirty (30) days after commencement,
or consent to any filing of any petition or the appointment of a
receiver of Hadron's property; or should Payee conclude that the
prospect of payment of this note is impaired for any reason; then
in any such event, Payee may, at his option, declare the entire
principal of this note together with all accrued but unpaid
interest thereon immediately due and payable whereupon this note
shall become due and payable in full, both as to principal and
interest, and failure to exercise said option shall not
constitute a waiver on the part of Payee of the right to exercise
said option at any other time.
7. All past due principal and interest on this note shall bear
interest from the due date thereof until paid at the lesser of:
(a) fifteen percent (15%) per annum, or
(b) the highest rate permitted by law.
8. If this note is not paid at maturity, however such maturity
is brought about, and the same is placed in the hands of an
attorney for collection, or suit is brought on same, or the same
is collected through probate, bankruptcy or other judicial
proceedings, then Hadron agrees and promises to pay all expenses
incurred by Payee, including, without limitation, court costs and
attorneys' fees.
9. Hadron, and any and all co-makers, guarantors, sureties and
endorsers of this note, expressly and severally waive all
notices, demands for payment, presentation for payment, protests
and notices of intention to accelerate with regard to each, every
and all installments or other payments hereof and hereunder.
10. Hadron (a) acknowledges and agrees at all times to reserve
and keep available from its authorized Hadron Common Stock,
solely for issuance and delivery upon conversion of this note or
exercise of the Warrant, a sufficient number of Hadron Shares to
permit the full conversion of this note and the full exercise of
the Warrant, and (b) agrees to take such corporate action and
obtain all authorizations and approvals as may be necessary in
order that Hadron may validly and legally issue to Payee upon
conversion of this note, and upon the exercise of any and all
Warrants, fully paid and non-assessable Hadron Shares at the
prices determined in accordance with this note.
11. This Note shall be subordinate and junior in right of
payment in all respects to amounts outstanding under the Line of
Credit Agreement entered into between Hadron and Century National
Bank on or about June 25, 1997.
EXECUTED this 20th day of June 1997.
HADRON, INC., a New York corporation
By: /S/ X.X. XXXXXXX
_____________________
X.X. Xxxxxxx, Ed.D.
Chairman and
Chief Executive Officer
EXHIBIT B
FORM OF WARRANT
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
HADRON, INC.
FORM OF STOCK PURCHASE WARRANT
1. Grant.
Hadron, Inc., a New York corporation (hereinafter
"Company"), for value received hereby grants to
_____________________________ or his or her assigns (hereinafter
"Holder") under the terms herein the right to purchase
____________________ (_________) fully paid and non-assessable
shares of the Company's $.02 par value common stock. This
Warrant is subject to the terms of the Convertible Promissory
Note dated as of June 20, 1997 and issued in favor of Holder by
the Company in the original principal amount of $24,000 (the
"Note").
2. Expiration.
If this Warrant is issued to Holder as a consequence of the
payment of principal either before or on the Note's maturity
date, this warrant may be exercised through June 20, 2001, at the
end of which period it shall expire. If this Warrant is issued
to Holder as a consequence of the payment of principal after the
Note's maturity date, this warrant may be exercised through the
end of the last day in the period which begins on June 21, 2001
and which extends the same number of days which pass from the
Note's maturity date through the day on which the principal
giving rise to the Warrant is paid, at the end of which period it
shall expire.
3. Exercise Price.
The per share exercise price of this Warrant shall be $0.60.
4. Exercise of Shares for Exercise Price.
The Holder at his or her option may remit the total exercise
price (the "Total Exercise Price") under this Warrant (number of
shares received on exercise times the per share exercise price)
by reducing the number of shares for which the Warrant is
otherwise exercisable by the number of shares having fair market
value equal to the Total Exercise Price.
5. Exercise.
This Warrant may be exercised in whole or in part at any
time until its expiration. If exercised in part, Hadron shall
issue to Holder a new warrant (the "Substitute Warrant") on the
same terms as set forth herein for the balance of the original
40,000 shares represented by this Warrant with respect to which
the Holder has not then previously exercised this Warrant or any
Substitute Warrant.
6. Exercise Procedure.
This Warrant may be exercised by presenting it and tendering
the exercise price in legal tender or by bank cashier's or
certified check at the principal office of the Company along with
a written subscription substantially in the form of Exhibit A
hereof. The date on which this Warrant is thus surrendered,
accompanied by tender or payment as hereinbefore or hereinafter
provided, is referred to herein as the Exercise Date. The
Company shall forthwith at its expense (including the payment of
issue taxes) issue and deliver the proper number of shares, and
such shares shall be deemed issued for all purposes as of the
opening of business on the Exercise Date notwithstanding any
delay in the actual issuance thereof.
7. Sale or Exchange of Company or Assets.
If prior to issuance of stock under this Warrant, the
Company sells or exchanges all or substantially all of its
assets, or the shares of common stock of the Company are sold or
exchanged to any party other than the Holder, then the Holder at
his or her option may receive, in lieu of the stock otherwise
issuable hereunder, such money or property as he would have been
entitled to receive if this Warrant had been exercised prior to
such sale or exchange.
8. Sale of Warrant or Shares.
Neither this Warrant nor the shares of common stock issuable
upon exercise of this Warrant have been registered under the
Securities Act of 1933, as amended, or under the securities laws
of any state. Neither this Warrant nor the shares of common
stock issued upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of (i) an
effective registration statement for this Warrant or the shares,
as the case may be, under the Securities Act of 1933, as amended,
and such registration or qualification as may be necessary under
the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or
qualification is not required. The Company shall cause a
certificate or certificates evidencing all or any of the shares
of common stock issued upon exercise of this Warrant prior to
said registration and qualification of such shares to bear the
following legend: "The shares evidenced by this certificate have
not been registered under the Securities Act of 1933, as amended,
or under the securities laws of any state. The shares may not be
sold, transferred, pledged or hypothecated in the absence of an
effective registration statement under the Securities Act of
1933, as amended, and such registration or qualification as may
be necessary under the securities laws of any state, or an
opinion of counsel satisfactory to the Company that such
registration or qualification is not required."
9. Transfer.
This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and
shall be transferable in whole or in part but only on such books
by the Holder in person or by duly authorized attorney with
written notice substantially in the form of Exhibit B hereof, and
only in compliance with the preceding paragraph. The Company may
issue appropriate stop orders to its transfer agent to prevent a
transfer in violation of the preceding paragraph.
10. Replacement of Warrant.
At the request of Holder and on production of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of
loss, theft, or destruction) if required by the Company, upon
delivery of an indemnity agreement with surety in such reasonable
amount as the Company may determine thereof, the Company at its
expense will issue in lieu thereof a new Warrant of like tenor.
11. Investment Covenant.
The Holder by his or her acceptance hereof covenants that
this Warrant is and any common stock issued hereunder will be
acquired for investment purposes, and that the Holder will not
distribute the same in violation of any state or federal law or
regulation.
12. Laws Governing.
This Warrant shall be construed according to the laws of the
Commonwealth of Virginia, without regard to its laws or
regulations relating to conflicts of laws.
IN WITNESS WHEREOF, Hadron, Inc. has caused this Warrant to
be signed on its behalf, in its corporate name, by its Chief
Executive Officer, and its corporate seal to be hereunto affixed
and the said seal to be attested by its Secretary, as of this
______ day of ____________, 19___ .
HADRON, INC.
Attest:
____________________________ _____________________________
By: S. Xxxxx Xxxxxx By: X. X. Xxxxxxx
Secretary Chief Executive Officer
EXHIBIT A
IRREVOCABLE SUBSCRIPTION
To: Hadron, Inc.
Ladies and Gentlemen:
The undersigned hereby elects to exercise his/her right
under the attached Warrant by purchasing _________________ shares
of the $.02 par value common stock Hadron, Inc., and hereby
irrevocably subscribes to such issue. The certificates for such
shares shall be issued in the name of:
_________________________________________________________________
(Name)
_________________________________________________________________
(Address)
_________________________________________________________________
(Taxpayer Number)
and delivered to:
_________________________________________________________________
(Name)
_________________________________________________________________
(Address)
The exercise price of $_____________ is enclosed.
Date:________________________________________
Signed:______________________________________
_________________________________________________________________
(Address)
_________________________________________________________________
(Signature)
EXHIBIT B
ASSIGNMENT
FOR VALUE
RECEIVED,_____________________________________________________
_________________________________________________________________
(Name)
_________________________________________________________________
(Address)
hereby sells, assigns and transfers the attached Warrant together
with all right, title and interest therein, and does hereby
irrevocably appoint ________________________________ attorney to
transfer said Warrant on the books of Hadron, Inc., with full
power of substitution in the premises.
Done this ____ day of ___________, 19___.
Signed:______________________________________
