Exhibit 2iF
ATTACHMENT F-1
[Paragon Investment Letter]
Optelecom, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Sirs:
Paragon Audio Visual Limited, a United Kingdom company (the "Company"),
and the beneficial owners of the outstanding common shares of the Company (the
"Paragon Stockholders") have entered into an Agreement (the "Agreement") with
Optelecom, Inc., a Delaware corporation ("Optelecom"), which contemplates
Optelecom's acquisition of certain assets of the Company and issuance to the
Company, in partial consideration for the assets, of the number of shares of
Optelecom common stock determined by the formula set forth in the Agreement (the
"Shares"). The Agreement contemplates that, promptly after the effective time of
the foregoing transaction, the Company will distribute the Optelecom Shares to
the Paragon Stockholders. The Company understands that upon distribution of the
shares Optelecom will issue certificates only to those Paragon Stockholders who
have executed letters that contain representations, warranties, agreements and
consents that are substantially the same as those contained in this letter. The
following statements are qualified to the extent necessary to account for the
Company's distribution of the Shares to the Paragon Stockholders. With respect
to the Shares, the Company hereby represents and warrants to Optelecom and
agrees and consents as follows:
(1) The Company is acquiring the Shares for investment and not with a
view to the resale or distribution thereof. The Company has no present intention
of selling or otherwise disposing of all or any part of the Shares. The Company
is acquiring the Shares for its own account. No other person will have a direct
or indirect beneficial interest in the Shares.
(2) The Company understands that the Shares are not registered under
the Securities Act of 1933 (the "Act"); that the Shares are being issued in
reliance upon the provisions of Section 4(2) of the Act, exempting from the
registration requirements of the Act transactions not involving any public
offering; that the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from such registration is
available, such as that provided by Rule 144 under the Act; and that Optelecom
is under no obligation to register the Shares, except as provided in the
Agreement, or to comply with any condition required for an exemption from
registration.
(3) Either alone or together with a "purchaser representative" (as
defined in Rule 501(h) under the Act), the Company has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of acquiring the Shares, has adequate means of
providing for current needs and contingencies, is able to bear the economic risk
of acquiring the Shares, has no need for liquidity with respect to such
investment and could afford the complete loss thereof. The Company, either alone
or together with a purchaser representative, has received and examined the Form
10-K Annual Report of Optelecom for the year ended December 31, 1996, the Form
10-Q Quarterly Reports of Optelecom for the periods ended March 31, June 30 and
September 30, 1997, the Definitive Proxy Statement of Optelecom for its annual
meeting of stockholders held April 30, 1997, and other information concerning
Optelecom, and has had the opportunity to request additional information from
and to ask questions of Optelecom.
(4) The Company agrees not to sell any of the Shares without
registration under applicable United States federal and state securities laws or
an opinion of counsel satisfactory to Optelecom that registration under
applicable federal and state securities laws is not required.
(5) The Company consents to the issuance of stop transfer instructions
to Xxxxxxxxx's transfer agent with respect to the Shares, to the notation of
stop transfer instructions in appropriate records of Optelecom and to the
placement of restrictive legend on the certificates evidencing the Shares in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
Dated: December 12, 1997 Very truly yours,
PARAGON AUDIO VISUAL LIMITED
By /s/ Xxxxx X. Xxxxx
--------------------------
Xxxxx X. Xxxxx
Chairman
2
ATTACHMENT F-2
[Paragon Stockholder Investment Letter]
Optelecom, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Sirs:
Paragon Audio Visual Limited, a United Kingdom company (the "Company"),
and the beneficial owners of the outstanding common shares of the Company (the
"Paragon Stockholders") have entered into an Agreement (the "Agreement") with
Optelecom, Inc., a Delaware corporation ("Optelecom"), which contemplates
Optelecom's acquisition of certain assets of the Company and issuance to the
Company, in partial consideration for the assets, of the number of shares of
Optelecom common stock determined by the formula set forth in the Agreement (the
"Optelecom Shares"). The Agreement contemplates that, promptly after the
effective time of the foregoing transaction, the Company will distribute the
Optelecom Shares to the Paragon Stockholders. The Optelecom Shares to be
distributed to the undersigned are hereinafter referred to as the "Shares." With
respect to the Shares, the undersigned hereby represents and warrants to
Xxxxxxxxx and agrees and consents as follows:
(1) The undersigned is acquiring the Shares for investment and not with
a view to the resale or distribution thereof. The undersigned has no present
intention of selling or otherwise disposing of all or any part of the Shares,
except for sales which may be made pursuant to the registration statement
provided for in the Agreement. The undersigned is acquiring the Shares for his
own account. No other person will have a direct or indirect beneficial interest
in the Shares. If the Shares are registered at the request of the undersigned in
a name other than the name of the undersigned, such registration shall not
confer any beneficial interest in the Shares to anyone other than the
undersigned who shall retain the sole economic interest in the Shares and the
sole right to vote or direct the voting of the Shares and the sole right to
dispose or direct the disposition of the Shares.
(2) The undersigned understands that the Shares are not registered
under the Securities Act of 1933 (the "Act"); that the Shares are being issued
in reliance upon the provisions of Section 4(2) of the Act, exempting from the
registration requirements of the Act transactions not involving any public
offering; that the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from such registration is
available, such as that provided by Rule 144 under the Act; and that Optelecom
is under no obligation to register the Shares, except as provided in the
Agreement, or to comply with any condition required for an exemption from
registration.
3
(3) Either alone or together with a "purchaser representative" (as
defined in Rule 501(h) under the Act), the undersigned has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of acquiring the Shares, has adequate means of providing for
current needs and contingencies, is able to bear the economic risk of acquiring
the Shares, has no need for liquidity with respect to such investment and could
afford the complete loss thereof. The undersigned, either alone or together with
a purchaser representative, has received and examined the Form 10-K Annual
Report of Optelecom for the year ended December 31, 1996, the Form 10-Q
Quarterly Reports of Optelecom for the periods ended March 31, June 30 and
September 30, 1997, the Definitive Proxy Statement of Optelecom for its annual
meeting of stockholders held April 30, 1997, and other information concerning
Optelecom, and has had the opportunity to request additional information from
and to ask questions of Optelecom.
(4) The undersigned agrees not to sell any of the Shares without
registration under applicable United States federal and state securities laws or
an opinion of counsel satisfactory to Optelecom that registration under
applicable federal and state securities laws is not required.
(5) The undersigned consents to the issuance of stop transfer
instructions to Xxxxxxxxx's transfer agent with respect to the Shares, to the
notation of stop transfer instructions in appropriate records of Optelecom and
to the placement of restrictive legend on the certificates evidencing the Shares
in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
Dated: December 12, 1997 Very truly yours,
/s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
4
ATTACHMENT F-2
[Paragon Stockholder Investment Letter]
Optelecom, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Sirs:
Paragon Audio Visual Limited, a United Kingdom company (the "Company"),
and the beneficial owners of the outstanding common shares of the Company (the
"Paragon Stockholders") have entered into an Agreement (the "Agreement") with
Optelecom, Inc., a Delaware corporation ("Optelecom"), which contemplates
Optelecom's acquisition of certain assets of the Company and issuance to the
Company, in partial consideration for the assets, of the number of shares of
Optelecom common stock determined by the formula set forth in the Agreement (the
"Optelecom Shares"). The Agreement contemplates that, promptly after the
effective time of the foregoing transaction, the Company will distribute the
Optelecom Shares to the Paragon Stockholders. The Optelecom Shares to be
distributed to the undersigned are hereinafter referred to as the "Shares." With
respect to the Shares, the undersigned hereby represents and warrants to
Xxxxxxxxx and agrees and consents as follows:
(1) The undersigned is acquiring the Shares for investment and not with
a view to the resale or distribution thereof. The undersigned has no present
intention of selling or otherwise disposing of all or any part of the Shares,
except for sales which may be made pursuant to the registration statement
provided for in the Agreement. The undersigned is acquiring the Shares for his
own account. No other person will have a direct or indirect beneficial interest
in the Shares. If the Shares are registered at the request of the undersigned in
a name other than the name of the undersigned, such registration shall not
confer any beneficial interest in the Shares to anyone other than the
undersigned who shall retain the sole economic interest in the Shares and the
sole right to vote or direct the voting of the Shares and the sole right to
dispose or direct the disposition of the Shares.
(2) The undersigned understands that the Shares are not registered
under the Securities Act of 1933 (the "Act"); that the Shares are being issued
in reliance upon the provisions of Section 4(2) of the Act, exempting from the
registration requirements of the Act transactions not involving any public
offering; that the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from such registration is
available, such as that provided by Rule 144 under the Act; and that Optelecom
is under no obligation to register the Shares, except as provided in the
Agreement, or to comply with any condition required for an exemption from
registration.
5
(3) Either alone or together with a "purchaser representative" (as
defined in Rule 501(h) under the Act), the undersigned has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of acquiring the Shares, has adequate means of providing for
current needs and contingencies, is able to bear the economic risk of acquiring
the Shares, has no need for liquidity with respect to such investment and could
afford the complete loss thereof. The undersigned, either alone or together with
a purchaser representative, has received and examined the Form 10-K Annual
Report of Optelecom for the year ended December 31, 1996, the Form 10-Q
Quarterly Reports of Optelecom for the periods ended March 31, June 30 and
September 30, 1997, the Definitive Proxy Statement of Optelecom for its annual
meeting of stockholders held April 30, 1997, and other information concerning
Optelecom, and has had the opportunity to request additional information from
and to ask questions of Optelecom.
(4) The undersigned agrees not to sell any of the Shares without
registration under applicable United States federal and state securities laws or
an opinion of counsel satisfactory to Optelecom that registration under
applicable federal and state securities laws is not required.
(5) The undersigned consents to the issuance of stop transfer
instructions to Xxxxxxxxx's transfer agent with respect to the Shares, to the
notation of stop transfer instructions in appropriate records of Optelecom and
to the placement of restrictive legend on the certificates evidencing the Shares
in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
Dated: December 12, 1997 Very truly yours,
/s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
6
ATTACHMENT F-2
[Paragon Stockholder Investment Letter]
Optelecom, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Sirs:
Paragon Audio Visual Limited, a United Kingdom company (the "Company"),
and the beneficial owners of the outstanding common shares of the Company (the
"Paragon Stockholders") have entered into an Agreement (the "Agreement") with
Optelecom, Inc., a Delaware corporation ("Optelecom"), which contemplates
Optelecom's acquisition of certain assets of the Company and issuance to the
Company, in partial consideration for the assets, of the number of shares of
Optelecom common stock determined by the formula set forth in the Agreement (the
"Optelecom Shares"). The Agreement contemplates that, promptly after the
effective time of the foregoing transaction, the Company will distribute the
Optelecom Shares to the Paragon Stockholders. The Optelecom Shares to be
distributed to the undersigned are hereinafter referred to as the "Shares." With
respect to the Shares, the undersigned hereby represents and warrants to
Xxxxxxxxx and agrees and consents as follows:
(1) The undersigned is acquiring the Shares for investment and not with
a view to the resale or distribution thereof. The undersigned has no present
intention of selling or otherwise disposing of all or any part of the Shares,
except for sales which may be made pursuant to the registration statement
provided for in the Agreement. The undersigned is acquiring the Shares for his
own account. No other person will have a direct or indirect beneficial interest
in the Shares. If the Shares are registered at the request of the undersigned in
a name other than the name of the undersigned, such registration shall not
confer any beneficial interest in the Shares to anyone other than the
undersigned who shall retain the sole economic interest in the Shares and the
sole right to vote or direct the voting of the Shares and the sole right to
dispose or direct the disposition of the Shares.
(2) The undersigned understands that the Shares are not registered
under the Securities Act of 1933 (the "Act"); that the Shares are being issued
in reliance upon the provisions of Section 4(2) of the Act, exempting from the
registration requirements of the Act transactions not involving any public
offering; that the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from such registration is
available, such as that provided by Rule 144 under the Act; and that Optelecom
is under no obligation to register the Shares, except as provided in the
Agreement, or to comply with any condition required for an exemption from
registration.
7
(3) Either alone or together with a "purchaser representative" (as
defined in Rule 501(h) under the Act), the undersigned has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of acquiring the Shares, has adequate means of providing for
current needs and contingencies, is able to bear the economic risk of acquiring
the Shares, has no need for liquidity with respect to such investment and could
afford the complete loss thereof. The undersigned, either alone or together with
a purchaser representative, has received and examined the Form 10-K Annual
Report of Optelecom for the year ended December 31, 1996, the Form 10-Q
Quarterly Reports of Optelecom for the periods ended March 31, June 30 and
September 30, 1997, the Definitive Proxy Statement of Optelecom for its annual
meeting of stockholders held April 30, 1997, and other information concerning
Optelecom, and has had the opportunity to request additional information from
and to ask questions of Optelecom.
(4) The undersigned agrees not to sell any of the Shares without
registration under applicable United States federal and state securities laws or
an opinion of counsel satisfactory to Optelecom that registration under
applicable federal and state securities laws is not required.
(5) The undersigned consents to the issuance of stop transfer
instructions to Xxxxxxxxx's transfer agent with respect to the Shares, to the
notation of stop transfer instructions in appropriate records of Optelecom and
to the placement of restrictive legend on the certificates evidencing the Shares
in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
Dated: December 12, 1997 Very truly yours,
/s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
8
ATTACHMENT F-2
[Paragon Stockholder Investment Letter]
Optelecom, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Sirs:
Paragon Audio Visual Limited, a United Kingdom company (the "Company"),
and the beneficial owners of the outstanding common shares of the Company (the
"Paragon Stockholders") have entered into an Agreement (the "Agreement") with
Optelecom, Inc., a Delaware corporation ("Optelecom"), which contemplates
Optelecom's acquisition of certain assets of the Company and issuance to the
Company, in partial consideration for the assets, of the number of shares of
Optelecom common stock determined by the formula set forth in the Agreement (the
"Optelecom Shares"). The Agreement contemplates that, promptly after the
effective time of the foregoing transaction, the Company will distribute the
Optelecom Shares to the Paragon Stockholders. The Optelecom Shares to be
distributed to the undersigned are hereinafter referred to as the "Shares." With
respect to the Shares, the undersigned hereby represents and warrants to
Xxxxxxxxx and agrees and consents as follows:
(1) The undersigned is acquiring the Shares for investment and not with
a view to the resale or distribution thereof. The undersigned has no present
intention of selling or otherwise disposing of all or any part of the Shares,
except for sales which may be made pursuant to the registration statement
provided for in the Agreement. The undersigned is acquiring the Shares for his
own account. No other person will have a direct or indirect beneficial interest
in the Shares. If the Shares are registered at the request of the undersigned in
a name other than the name of the undersigned, such registration shall not
confer any beneficial interest in the Shares to anyone other than the
undersigned who shall retain the sole economic interest in the Shares and the
sole right to vote or direct the voting of the Shares and the sole right to
dispose or direct the disposition of the Shares.
(2) The undersigned understands that the Shares are not registered
under the Securities Act of 1933 (the "Act"); that the Shares are being issued
in reliance upon the provisions of Section 4(2) of the Act, exempting from the
registration requirements of the Act transactions not involving any public
offering; that the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from such registration is
available, such as that provided by Rule 144 under the Act; and that Optelecom
is under no obligation to register the Shares, except as provided in the
Agreement, or to comply with any condition required for an exemption from
registration.
9
(3) Either alone or together with a "purchaser representative" (as
defined in Rule 501(h) under the Act), the undersigned has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of acquiring the Shares, has adequate means of providing for
current needs and contingencies, is able to bear the economic risk of acquiring
the Shares, has no need for liquidity with respect to such investment and could
afford the complete loss thereof. The undersigned, either alone or together with
a purchaser representative, has received and examined the Form 10-K Annual
Report of Optelecom for the year ended December 31, 1996, the Form 10-Q
Quarterly Reports of Optelecom for the periods ended March 31, June 30 and
September 30, 1997, the Definitive Proxy Statement of Optelecom for its annual
meeting of stockholders held April 30, 1997, and other information concerning
Optelecom, and has had the opportunity to request additional information from
and to ask questions of Optelecom.
(4) The undersigned agrees not to sell any of the Shares without
registration under applicable United States federal and state securities laws or
an opinion of counsel satisfactory to Optelecom that registration under
applicable federal and state securities laws is not required.
(5) The undersigned consents to the issuance of stop transfer
instructions to Xxxxxxxxx's transfer agent with respect to the Shares, to the
notation of stop transfer instructions in appropriate records of Optelecom and
to the placement of restrictive legend on the certificates evidencing the Shares
in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
Dated: December 12, 1997 Very truly yours,
/s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
10
ATTACHMENT F-2
[Paragon Stockholder Investment Letter]
Optelecom, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Sirs:
Paragon Audio Visual Limited, a United Kingdom company (the "Company"),
and the beneficial owners of the outstanding common shares of the Company (the
"Paragon Stockholders") have entered into an Agreement (the "Agreement") with
Optelecom, Inc., a Delaware corporation ("Optelecom"), which contemplates
Optelecom's acquisition of certain assets of the Company and issuance to the
Company, in partial consideration for the assets, of the number of shares of
Optelecom common stock determined by the formula set forth in the Agreement (the
"Optelecom Shares"). The Agreement contemplates that, promptly after the
effective time of the foregoing transaction, the Company will distribute the
Optelecom Shares to the Paragon Stockholders. The Optelecom Shares to be
distributed to the undersigned are hereinafter referred to as the "Shares." With
respect to the Shares, the undersigned hereby represents and warrants to
Xxxxxxxxx and agrees and consents as follows:
(1) The undersigned is acquiring the Shares for investment and not with
a view to the resale or distribution thereof. The undersigned has no present
intention of selling or otherwise disposing of all or any part of the Shares,
except for sales which may be made pursuant to the registration statement
provided for in the Agreement. The undersigned is acquiring the Shares for his
own account. No other person will have a direct or indirect beneficial interest
in the Shares. If the Shares are registered at the request of the undersigned in
a name other than the name of the undersigned, such registration shall not
confer any beneficial interest in the Shares to anyone other than the
undersigned who shall retain the sole economic interest in the Shares and the
sole right to vote or direct the voting of the Shares and the sole right to
dispose or direct the disposition of the Shares.
(2) The undersigned understands that the Shares are not registered
under the Securities Act of 1933 (the "Act"); that the Shares are being issued
in reliance upon the provisions of Section 4(2) of the Act, exempting from the
registration requirements of the Act transactions not involving any public
offering; that the Shares must be held indefinitely unless they are subsequently
registered under the Act or unless an exemption from such registration is
available, such as that provided by Rule 144 under the Act; and that Optelecom
is under no obligation to register the Shares, except as provided in the
Agreement, or to comply with any condition required for an exemption from
registration.
11
(3) Either alone or together with a "purchaser representative" (as
defined in Rule 501(h) under the Act), the undersigned has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of acquiring the Shares, has adequate means of providing for
current needs and contingencies, is able to bear the economic risk of acquiring
the Shares, has no need for liquidity with respect to such investment and could
afford the complete loss thereof. The undersigned, either alone or together with
a purchaser representative, has received and examined the Form 10-K Annual
Report of Optelecom for the year ended December 31, 1996, the Form 10-Q
Quarterly Reports of Optelecom for the periods ended March 31, June 30 and
September 30, 1997, the Definitive Proxy Statement of Optelecom for its annual
meeting of stockholders held April 30, 1997, and other information concerning
Optelecom, and has had the opportunity to request additional information from
and to ask questions of Optelecom.
(4) The undersigned agrees not to sell any of the Shares without
registration under applicable United States federal and state securities laws or
an opinion of counsel satisfactory to Optelecom that registration under
applicable federal and state securities laws is not required.
(5) The undersigned consents to the issuance of stop transfer
instructions to Xxxxxxxxx's transfer agent with respect to the Shares, to the
notation of stop transfer instructions in appropriate records of Optelecom and
to the placement of restrictive legend on the certificates evidencing the Shares
in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.
Dated: December 12, 1997 Very truly yours,
Modeledge
/s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
12
