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EXHIBIT 99(A)
SUBSCRIPTION AGREEMENT
MEDICAL POLYMERS TECHNOLOGIES, INC.
550,000 UNITS
550,000 SHARES OF COMMON STOCK
WITH
STOCK PURCHASE WARRANTS TO PURCHASE 275,000 SHARES OF COMMON STOCK
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Medical Polymers Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX. 00000-0000
Gentlemen:
The undersigned subscriber has been informed that Medical Polymers
Technologies, Inc., a Delaware corporation (the "Company"), is currently in the
process of obtaining capital through the private offer and sale of a minimum of
400,000 units and up to a maximum of 550,000 units at $0.50 (US) consisting of
one share of Common Stock and one non-transferable share purchase warrant, two
of such warrants entitling the holder to acquire one additional share of Common
Stock at a price of $0.75 (US) per share in year one and at a price of $1.00
(US) in year two. Such Units are being offered to accredited investors (as
defined under the Securities act of 1933, as amended (the "Act")). The
undersigned acknowledges receipt of the Subscription Agreement, 10-KSB/A1 and
10-QSB of September 30, 1996 and the opportunity to obtain additional
information from the Company on the basis of which the undersigned submits this
offer.
The undersigned hereby acknowledges that he has had full and complete
access to all information regarding the Company and its current operations,
financial position and prospects, and has had the opportunity to review
documents in the possession of the Company regarding the proposed financing, the
reorganization approved November 19, 1996 by the Stockholders and other
corporate matters. The undersigned also has had the opportunity to ask questions
of the Company's officers or directors and to receive information satisfactory
to the undersigned in response to such questions and inquiries.
1. Subscription. The undersigned hereby irrevocably tenders this
subscription (the "Subscription") for Units as indicated on the signature page
hereto and cash or a cashier's check in payment therefor.
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Subject to the terms of the Subscription Agreement, the Investor hereby
irrevocably subscribes for and agrees to purchase the number of Units indicated
on the signature page hereto at a purchase price of $.050 (US) per Unit (the
"Subscription"). Simultaneously with the delivery of the combined signature
page (the "Signature Page") to this Subscription Agreement, the Questionnaire
referred to below, and the Warrant Agreement referred to below, the Investor
shall deliver to the Company the appropriate completed questionnaire (the
"Questionnaire"), a completed and signed Vancouver Stock Exchange Form 11-1A -
Private Placement Questionnaire and Undertaking ("VSE Form 11-1A"), a completed
Internal Revenue Service Form W-9 (IRS Form W-9"), a completed British Columbia
Securities Commission Form 20, and payment in the amount set forth on the
Signature Page below (the "Payment"), in the form of a check payable to
"Medical Polymers Technologies, Inc." or any bank wire transfer to the account
of the Agent referred to below at:
NationsBank of Texas
Dallas, Texas
ABA No. 000000000
For future credit to:
Account No. 2140449207
The Investor understands that the Payment will be held in escrow for his or
its benefit by NationsBank, N.A. (the "Agent") in Austin, Texas. The Payment
will be promptly returned to the Investor, without interest, in the event that
for any reason the purchase and sale of all of the Unit has not been consummated
by January 15, 1997 (the "Closing Date"). It is excepted, however, that the
Closing Date will occur on or about December 16, 1996.
It is understood and agreed that the Company shall have the right, in its
sole and absolute discretion, to accept or reject this Subscription, in whole
or in part, and that this Subscription shall be deemed to be accepted by the
Company only when it is signed by the Company. The undersigned understands that
this Subscription constitutes an absolute obligation for him, that it is
independent of any of subscription by any other party, and that only the
Company may accept this Subscription.
2. Representations and Warranties of the Undersigned. The undersigned
hereby represents and warrants to the Company as follows:
(a) THE INVESTOR RECOGNIZES THAT AN INVESTMENT IN THE COMPANY INVOLVES
SUBSTANTIAL RISK. THE INVESTOR UNDERSTANDS ALL OF THE RISK FACTORS RELATING TO
THE PURCHASE OF UNITS.
(b) he has not retained or consulted with a Purchaser Representative;
(c) he had such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of an investment
in the Company and the suitability of the units subscribed for an investment
for him;
(d) he has a net worth in excess of five times the amount of the purchase
price tendered herein.
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(e) the Units for which her hereby subscribes will be acquired for his
own account for investment and not with the view toward resale or
redistribution; also, the undersigned is not buying Units as a nominee for any
other person, and he does not presently have any reason to anticipate any
change in his circumstances or other particular occasion or event which would
cause hi to sell his Units;
(f) he has received no representations or warranties from the Company or
the officers, directors, employees, or agents of the Company other than those
set forth in the 10-KSB/A-1 and 10-QSB;
(g) he is able to bear the economic risk of the investment in the Units
subscribed for and he has sufficient net worth to sustain a loss of his entire
investment in the Company without material economic hardship if such a loss
should occur;
(h) he has received and read and is familiar with the 10-KSB/A1,
including all exhibits annexed thereto and the Company's 10-QSB for September
30, 1996, and he confirms that all documents, records, and books pertaining to
his proposed investment in the Company have been made available to him;
(i) he has had an opportunity to ask questions of and receive
satisfactory answers from the Company or any person or persons acting on the
Company's behalf, concerning the terms and conditions of this investment, and
all such questions have been answered to the full satisfaction of the
undersigned;
(j) he represents that (I) it has been called to his attention by those
individuals with whom he has dealt in connection with his investment in the
Company, that his investment in the Company is speculative and involves a high
degree of risk of loss by him and his entire investment in the Company and that
he must bear economic risk of such investment for an indefinite period of time
because the Units have not been registered under the Act or applicable state
securities laws and therefore cannot be sold unless subsequently registered
under the /act and such state laws or unless an exemptions form such
registration is available, (ii) no assurances are or have been made regarding
any economic advantages (including tax) which may inure to the benefit of the
undersigned, (iii) no assurances have been made concerning return on
investments, and (iv) he is aware that this Subscription constitutes an
absolute obligation for him and is independent of any other subscription for
Units;
(k) he acknowledges and is aware that it never has been represented,
guaranteed, or warranted to him by the Company, its officers, directors, agents
or employees, or any other person, expressly or by implication, as to any of
the following: (I) the approximate or exact length of time that he will be
required to remain as owner of his Units; (ii) the percentage of profit and/or
amount of or type of consideration, profit or loss to be realized, if any, as a
result of this investment; or (iii) that the past performance or experience on
the part of the Company, or any future projections will in any way indicate the
predictable results of the ownership of Units or of the overall financial
performance of the Company;
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(l) he has made other risk capital investments or other investments of a
speculative nature and, by reason of his business and financial experience or
the business and financial experience of those persons he has retained to
advise him with respect to his investment in the Company, has acquired the
capacity to protect his own interest in investments of this nature;
(m) he acknowledges that all information made available to him and/or his
personal advisor(s) in connection with his investment in the Units, including
the information contained in the Memorandum and exhibits thereto, is and shall
remain confidential in all respects and may not be reproduced, distributed or
used for any other purpose without prior written consent of the Company;
(n) the undersigned, if an individual, represents he is a bona fide
resident and domiciliary, not a transient or temporary resident, of the state
and country shown below. If the undersigned is a corporation, trust or other
entity, it represents that it was incorporated or organized and is existing
under the laws of the state shown below; if the undersigned is a partnership,
it represents that all of its general partners are bona fide residents and
domiciliaries, not transient or temporary residents, of Texas; and if the
undersigned is a corporation, trust, partnership or other entity, it represents
it was not organized for the specific purpose of acquiring the Units;
(o) he has received, complete and returned to the Company the
Confidential Purchaser Questionnaire accompanying this Subscription and
relating to his general ability to bear the risks of an investment in the
Company and his suitability as an investor in the private offering, and the
undersigned hereby affirms the correctness of his answers to such questionnaire;
(p) by executing in the space provided below, the undersigned accepts the
terms of, and agrees to abide by, the Warrant Agreement, and at the request of
the Company, he agrees to complete and return to the Company an investment
letter, upon the exercise of the Warrants for the Common Stock, containing
representations in support of a private placement exemption under applicable
federal and state securities law; and
(q) he acknowledges and agrees that he is not entitled to cancel,
terminate, or revoke this Subscription or any agreements of the undersigned
hereunder, once accepted by the Company, and that such Subscription and
agreements shall survive changes in the transactions, documents and instruments
described in the Memorandum which, in the aggregate, are not material or which
are contemplated by the Memorandum.
(r) The Investor is aware that the Units will be distributed pursuant to
certain exemptions under the Securities Act (British Columbia) and its
regulations and the Investor is not acquiring these securities as a result of
any information about the materials affairs of the Company that is not
generally known to the public save the knowledge of his particular transaction.
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(s) This subscription for the Units has not been induced by any
representations or warranties by any person whatsoever with regard to the
future value of the Company's securities.
(t) The Investor is acquiring the Units as principal for the Investor's
own benefit.
(u) Pursuant to the Securities Act (British Columbia) and its
regulations, the Investor will hold the Common Stock and any shares acquired
upon the exercise of the Warrant and such shares will be non-transferable in
British Columbia for a period of one year from the date of the Subscription
Agreement, and thereafter such shares may be subject to restrictions or notice
or requirements under such Act upon disposition.
(v) The Units were not advertised in printed media and general and
regular paid circulation, radio or television.
(w) No person has made to the Investor any written or oral
representations: (i) that any person will resell or repurchase the Common Stock
and/or the Warrant; (ii) that any person will refund the purchase price of the
Common Stock and/or the exercise price of the shares comprising the Warrant;
(iii) as to the future price or value of the Common Stock and/or the shares
issuable upon the exercise of the Warrant; or (iv) that the Common Stock and/or
the shares issuable upon the exercise of the Warrant will be listed and posted
for trading on a stock exchange or that application has been made to list and
post the shares and/or the shares issuable upon the exercise of the Warrant for
trading on a stock exchange other than Vancouver Stock Exchange.
3. Indemnification. The undersigned acknowledges that the
representations and warranties in paragraph 2 are being relied upon by the
Company and individuals to whom such representations and warranties are made,
and he hereby agrees to indemnify and hold harmless to Company, and its
officers, directors, attorneys and agents from and against any and all loss,
damage or liability due to, or arising out of, a breach of any such
representations or warranties. Notwithstanding the foregoing, however, no
representation, warranty, acknowledgment, or agreement made herein by the
undersigned shall in any manner be deemed to constitute a waiver of any rights
granted to him under federal or state securities laws.
4. Limitation on Transfer of Units. The undersigned acknowledges that he
is aware that there are substantial restrictions on the transferability of the
Units. Since the securities will not be, and the undersigned has no right to
require that they be registered under the Act or any applicable state or
provincial securities laws, the securities may not be, and the undersigned
agrees that they shall not be, sold unless such sale is exempt from such
registration under said Act and such laws. The undersigned also acknowledges
that he shall be responsible for compliance with all conditions on transfer
imposed by any blue sky or securities law administrator and for any expenses
incurred by the Company for legal or accounting services in connection with
reviewing such proposed transfer.
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5. Restrictions and Limitations. The undersigned understands and agrees
that the following restrictions and limitations are applicable to his purchase
and his resale, pledge, hypothecation, or other transfer of the Units
subscribed:
(a) the undersigned agrees that the securities shall not be sold,
pledged, hypothecated, or otherwise transferred unless either (i) the
securities are registered under the Act and applicable state or provincial
securities laws, or (ii) the sale, pledge, hypothecation, or transfer of the
securities is exempt therefrom;
(b) resale or transfer of Units may be permissible only if such
transferee meets the applicable standard for initial investment; and
(c) if a transfer agent for the Company is utilized, stop transfer
instructions to such transfer agent of the Company will be placed with respect
to the securities so as to restrict the resale, pledge, hypothecation, or other
transfer thereof.
6. Miscellaneous.
(a) All notices or other communications give or made hereunder shall
be in writing and shall be delivered or mailed by registered or certified mail,
return receipt requested, postage prepaid, if to the undersigned, at his
address set forth below and if to the Company, at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000-0000.
(b) This Subscription shall be construed in accordance with and
governed by the laws of the State of Texas, excluding choice of law and
conflicts of law principles.
(c) This Subscription constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties.
(d) This Subscription and the representations and warranties
contained herein shall be binding upon the heirs, executors, legal
representatives, administrators, successors, and assigns of the undersigned.
(e) The recitals are incorporated in and made a part of this
Subscription. Title of articles, paragraphs and all subparagraphs are used for
convenience only and are not a part of the text. All terms used in any one
number or gender shall be construed to include any other number or gender as
the context may require and the terms "he" and "him" shall mean and include
"it", "she", "they" or "them" if the context requires.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement as of the 16th day of December, 1996.
Dollar Amount of Unit Subscribed For: $10,450.00
/s/ XXXX X. XXXXXX
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Signature of Subscriber
Xxxx X. Xxxxxx
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(Type or Print Name)
/s/ XXXXXXXX XXXXXX REFSNES, INC. ###-##-####
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Name of Business Social Security or Tax ID Number
0000 Xxxx Xxx Xxxx., Xxxxx 0000 00000 Xxxxxxxxx Xxx
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Business Address City, State, ZIP Code
(000) 000-0000 (000) 000-0000
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Business Telephone Number Residence Telephone Number
All correspondence addressed to the above named person should be sent by
the Company to his [ ] business [X] home address (check one).
Capacity of Subscriber (check one)
Individual [X] Corporation [ ] Company [ ] Other [ ] ________ (please specify)
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Accepted:
Medical Polymers Technologies, Inc.
By:
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Name:
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Title:
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Date: Time:
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Agreement, together with the forms of instruments annexed hereto as Exhibit A,
constitutes the full and complete agreement of the parties hereto with respect
to the subject matter hereof.
THIS WARRANT AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE WARRANT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NOT
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
executed as of the 6th day of December, 1996, by its proper corporate
officers, thereunto duly authorized.
MEDICAL POLYMERS TECHNOLOGIES, INC.
By:
/s/ XXX XXXXX
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XXX XXXXX,
Chairman
CONFIRMED:
/s/ XXXX X. XXXXXX
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SIGNATURE
Printed Name: XXXX X. XXXXXX
Title (if
applicable):
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(Each co-owner or joint owner must sign.)
