SECURITIES PURCHASE AGREEMENT
SECURITIES
PURCHASE AGREEMENT
THIS
SECURITIES PURCHASE AGREEMENT
(this
“Agreement”) is made and entered into by and among Infobionics, Incorporated, a
Minnesota corporation (the “Company”) and the individual and/or entity who
executes this Agreement as a purchaser (a “Purchaser”) of units of the Company’s
securities, each unit consisting of four (4) shares of common stock, two (2)
callable common stock purchase warrants and two (2) non-callable common stock
purchase warrants (collectively, the “Unit(s)”). The callable and non-callable
warrants are sometimes collectively referred to herein as the
“Warrants”).
WHEREAS,
the
Company is offering up to one million one hundred twenty five thousand
(1,125,000) Units at $4.00 per Unit for an aggregate purchase price of up to
Four Million Five Hundred ($4,500,000) Dollars;
WHEREAS,
the
Purchaser desires to enter into this Agreement to acquire Units in the
denominations set forth opposite his name on the signature page hereof subject
to the terms and conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the mutual promises, representations, warranties, covenants
and
conditions set forth in this Agreement, the parties to this Agreement mutually
agree as follows:
1.
AUTHORIZATION
AND SALE.
1.1
Authorization.
The
Company has authorized the issuance and sale of the Units to a limited number
of
accredited investors, as that term is defined in the Securities Act of 1933,
as
amended (the “Securities Act”) pursuant to the Company’s Confidential Private
Placement Memorandum dated October 10, 2006, as amended by Amendment No. 1,
dated May 1, 2007 (“Amendment No. 1”), Amendment No. 2, dated October 1, 2007
(“Amendment No. 2”) and Amendment No. 3 dated November 1, 2007 which
incorporates the information presented in Amendment No. 1 and Amendment No.
2
(collectively, the “Memorandum”)
1.2
Sale.
Subject
to the terms and conditions hereof, each Purchaser agrees separately (and not
jointly) to purchase from the Company, and the Company agrees to sell and issue
to each Purchaser, the number of Units forth next to the Purchaser’s name on the
signature page hereof (page
11 for Individuals, pages 11 and 14 for Joint purchasers and pages 12 and 14
for
Corporations, Trusts and Partnerships. Joint Purchasers should set forth on
page
14, the capacity in which they are purchasing, i.e. as Joint Tenants, Tenants
in
Common, Tenants by the Entirety, etc.).
The
Purchaser should also check the appropriate category listed in Section 4.4
on
pages 5 and 6 of this Agreement. The
Purchaser shall pay such purchase price by check payable to Tri-State Title
& Escrow, LLC, as Escrow Agent or by wire transfer of immediately available
funds to Tri-State Title & Escrow, LLC as Escrow Agent in accordance with
the wire instructions set forth in the instructions accompanying this Agreement.
2.
CLOSING; DELIVERY.
2.1
Closing.
The
closing of the purchase and sale of the Units shall take place from time to
time, at the discretion of the Company and Xxxxxx Capital, Ltd. (the “Placement
Agent”), at the offices of Guzov Ofsink, LLC, 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000 after the proper officer(s) of the Company have accepted
this
Agreement on behalf of one or more Purchasers (the “Closing”).
2.2
Subsequent Closings.
Following an initial Closing, the Company shall continue to offer and sell
the
Units pursuant to the terms set forth in this Agreement. Additional Closings
(the “Subsequent Closings”) shall take place from time to time at the discretion
of the Company and the Placement Agent as set forth in Section 2.1 above.
2.3
Delivery.
At the
Closing and any Subsequent Closing, subject to the terms and conditions hereof,
the Company will deliver to the Placement Agent, on behalf of the Purchasers,
the securities underlying the Units, i.e. the shares of the Company’s common
stock, the Warrants and Registration Rights Agreements, each duly executed
by
the Company and dated the date of the Closing or Subsequent Closing, and such
other certificates, consents, waivers and agreements as are reasonably requested
by any Purchaser (together with this Agreement, collectively the “Transaction
Documents”), against payment of the purchase price payable as of the date of
such Closing or Subsequent Closing by check or wire transfer in accordance
with
Section 1.2 above
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the Purchasers as follows:
3.1
Organization and Good Standing.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of Minnesota. The Company has all the requisite corporate power
and authority necessary to conduct its business as it is now being conducted
and
as proposed to be conducted and to own or lease the properties and assets it
now
owns or holds under lease, and is duly qualified and in good standing as a
foreign corporation in each jurisdiction where the failure to qualify would
have
a material adverse effect upon its operations or financial
condition.
3.2
Capital Stock.
The
authorized capital stock of the Company consists of 20,000,000
shares of common stock, par value $0.01 per share (“Common Stock”). As of the
close of business on September 30, 2007, the Company had 12,147,297 shares
of
its Common Stock issued and outstanding, 430,913 shares of Common Stock reserved
for future issuance, fully vested options to purchase 102,500 shares of Common
Stock issued and outstanding, fully vested warrants to purchase 4,615,135
shares
of Common Stock issued and outstanding, and 1,188,611 shares of Common Stock
reserved for future issuance pursuant to warrants, for an aggregate of
18,484,456 shares of Common Stock. All of the Company’s outstanding shares of
Common Stock have been duly and validly authorized and issued and are fully
paid
and non-assessable. The Company also has outstanding fully-vested options
and
warrants to purchase 143,000 shares of Common Stock. The shares of Common
Stock
comprising the Units and the shares of Common Stock issuable upon exercise
of
the Warrants comprising the Units (the “Warrant Shares”) are duly authorized
and, when issued, all of said shares will be validly issued, fully paid and
non-assessable.
2
3.3
Authorization.
The
Company has the full corporate power and authority to enter into this Agreement
and each of the Transaction Documents and to perform all of its obligations
contemplated hereunder and thereunder. The execution, delivery and performance
of this Agreement and each of the Transaction Documents to which the Company
is
a party have been duly authorized by all necessary corporate action, and this
Agreement and each of the Transaction Documents constitutes (or will constitute,
upon execution thereof) a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to laws
of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules and laws governing specific performance, injunctive relief and other
equitable remedies. No further authorization on the part of the Company, its
board of directors or its stockholders is necessary to consummate the
transactions contemplated by this Agreement or any of the Transaction Documents.
Except for any filings required by federal or state securities laws that have
been or will be made by the Company, no consent, approval, authorization or
order of, or declaration by, filing or registration with, any court or
governmental or regulatory agency or board is or will be required in connection
with the execution and delivery of this Agreement and the Transaction Documents
and the consummation of the transactions contemplated hereby or
thereby.
3.4
Compliance with Law and Other Instruments.
To its
knowledge, the Company has complied in all respects with, and is not in material
violation of, any statutes, laws, regulations, decrees and orders of the United
States, any foreign country, any state, municipality and agency applicable
to
the Company or the conduct of its respective business. Upon consummation of
this
Agreement, the Company will not be in default in any material respect in the
performance of any obligation, agreement or condition contained in any
promissory note, indenture, loan agreement or other material contract to which
it is a party or by which its properties are bound. Neither the issuance of
the
Common Stock and Warrants comprising the Units nor the issuance of the Warrant
Shares , or the execution and delivery of this Agreement and the Transaction
Documents or the consummation of the transactions contemplated herein or
therein, will (i) conflict with, constitute a breach of, constitute a default
under, or an event which, with notice or lapse of time or both, would be a
breach of or default under, the respective certificate of incorporation or
bylaws of the Company; (ii) conflict with or constitute a breach of, constitute
a default under, or an event which, with notice or lapse of time or both would
be a breach of or default under, any agreement, indenture, mortgage, deed of
trust or other instrument or undertaking to which the Company is a party or
by
which any of its properties are bound which would have a material adverse effect
on the Company’s business, (iii) constitute a violation of any law, regulation,
judgment, order or decree applicable to the Company; (iv) result in the creation
or imposition of any lien or material charge or encumbrance upon any property
of
the Company; or (v) permit any party to terminate any agreement to which the
Company is a party or beneficiary thereto which would have a material adverse
effect on the Company’s business.
3
3.5
Litigation.
There is
no litigation or governmental proceeding or investigation pending or, to the
Company’s knowledge, threatened against or affecting the Company which would
reasonably be expected to result in any judgment or liability which would
materially and adversely affect any of the property and assets of the Company
or
the right of the Company to conduct its businesses as now conducted or as
proposed to be conducted.
3.6
Disclosure.
Neither
this Agreement nor the Memorandum or any of the Transaction Documents contains
any untrue statement of any material fact, or omits to state any material fact
that is necessary in order to make the statements contained herein or therein,
in light of the circumstances under which they were made, complete and not
misleading.
3.7
Registration Rights.
The
shares of Common Stock underlying the Units and the Warrant Shares issuable
upon
exercise of the Warrants shall have mandatory registration rights in the event
a
minimum of $4,000,000 in Units are sold and, in the event such shares are not
registered pursuant the mandatory registration rights,, piggyback registration
rights all as set forth in the Registration Rights Agreement.
3.8 Right
of First Refusal. If,
at
any time after the Company’s shares of Common Stock shall have commenced trading
in the public market (over-the-counter or otherwise), the Company shall not
raise any capital (debt or equity) without first granting to all purchasers
of
Units in the Offering (including the Purchaser), a right of first refusal (the
“Right of First Refusal”), to purchase additional securities of the Company on
the same terms and subject to the same conditions contained in any term sheet
received by the Company in connection with the sale by the Company of its
securities. The Company agrees, within ten (10) business days of receipt by
it
of any such term sheet to deliver a copy of the term sheet to the Purchaser
and
thereafter, the Purchaser shall have ten (10) business days to exercise this
Right of First Refusal by providing the Company with written notice of its
election to exercise the Right of First Refusal. Failure by the Purchaser to
provide the Company with written notice of exercise hereunder within this 10-day
period shall be deemed to be an election by the Purchaser not to exercise the
Right of First Refusal. The Purchaser shall have the right to purchase its
pro-rata portion of any such securities based on the number of Units purchased
by the Purchaser in the Offering relative to the total number of Units purchased
by all purchasers electing to exercise their respective Rights of First Refusal.
4.
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS
Each
Purchaser hereby severally represents and warrants to the Company as
follows:
4
4.1
No Minimum Sale of Units Required to Close.
He is
aware that the Units being offered by the Company are offered on a “best
efforts” basis and no commitment exists by anyone to purchase all or any of the
Units. No minimum level of sales is required for the proceeds from the sale
of
the Units to be made available to the Company. No assurance can be given that
all or substantially all of the Units will be sold. To the extent that less
than
substantially all of the Units are sold, the Company may be prevented from
fully
implementing its immediate business plans absent additional financing. In this
regard, the Purchaser represents that he is aware that no minimum amount of
proceeds need be raised by the Company as a prerequisite to close on the sale
of
a Unit and to immediately utilize the proceeds from such sale, it being
understood that upon acceptance of this subscription by the Company, the
proceeds from the sale of such Units will, subject to the closing obligations
of
the Company set forth herein, be immediately available to the
Company.
4.2
Purchase for Own Account. He
is
acquiring the Units for his own account, for investment and not with a view
to
or in connection with any distribution or resale thereof. He does not have
any
contract, understanding, agreement or arrangement with any person to sell or
transfer the Units, the shares of Common Stock and Warrants comprising the
Units
nor the Warrant Shares.
4.3
Restrictions on Transfer. He
understands that (a) neither the Units, the shares of Common Stock comprising
the Units, the Warrants nor the Warrant Shares have been registered under the
Securities Act of , or the securities laws of any jurisdiction and (b) the
economic risk of an investment in the Units must be borne for an indefinite
period of time because neither the Units, the shares of Common Stock comprising
the Units, the Warrants nor the Warrant Shares may be sold or otherwise
transferred unless subsequently registered under the Securities Act or an
exemption from registration under the Securities Act is or becomes
available.
4.4
Knowledge of the Purchaser.
He (a)
is knowledgeable with respect to the financial, tax and business aspects of
ownership of the Units, the shares of Common Stock comprising the Units, the
Warrants and the Warrant Shares and of the business of the Company and (b)
can
bear the economic risk of an investment in those securities including the
complete loss thereof. By virtue of his own knowledge and experience in
financial and business matters, he is capable of evaluating the merits and
risks
of making this investment. He is an “accredited investor” within the meaning of
Rule 501(a) of Regulation D promulgated under the Securities Act by satisfying
one of the following categories:
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Category
I
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_____
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The
undersigned is an individual (not a partnership, corporation, etc.)
who’s
individual net worth, or joint net worth with the undersigned’s spouse,
presently exceeds $1,000,000.
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Explanation.
In calculation of net worth the undersigned may include equity
in personal
property and real estate, including the undersigned’s principal residence,
cash, short-term investments, stocks and securities. Equity in
personal
property and real estate should be based on the fair market value
of such
property less debt secured by such property.
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Category
II
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_____
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The
undersigned is an individual (not a partnership, corporation, etc.)
who
had an individual income in excess of $200,000 in 2005 and 2006,
or joint
income with his/her spouse in excess of $300,000 in 2005 and 2006,
and has
a reasonable expectation of reaching that income level in
2007.
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5
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Category
III
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_____
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The
undersigned is a bank, savings and loan, insurance company; registered
broker or dealer, registered investment company; registered business
development company; licensed small business investment company
(“SBIC”);
or employee benefit plan within the meaning of Title I of ERISA
whose plan
fiduciary is either a bank, savings and loan, insurance company
or
registered investment advisor or whose total assets exceed
$5,000,000.
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____________________________________________(describe
entity)
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Category
IV
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_____
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The
undersigned is a private business development company as defined
in
Section 202(a)(22) of the Investment Advisers Act of
1940.
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| ____________________________________________ | ||||
| ____________________________________________ | ||||
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(describe
entity)
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Category
V
|
_____
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The
undersigned is a non-profit organization within the meaning of
Section
501(c)(3) of the Internal Revenue Code, corporation, business trust,
or
partnership, not formed for the purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.
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| ____________________________________________ | ||||
| ____________________________________________ | ||||
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(describe
entity)
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Category
VI
|
_____
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The
undersigned is a trustee for a trust that is revocable by the grantor
at
any time (including an XXX) and the grantor qualified under either
Category I or Category II above. A copy of the declaration of trust
or
trust agreement and a representation as to the net worth or income
of the
grantor is enclosed.
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Category
VII
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_____
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The
undersigned is an entity all the equity owners of which are “accredited
investors” within one or more of the above categories, other than Category
IV or Category V. If
relying upon this category alone, each equity owner must complete
a
separate copy of this Agreement.
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| ____________________________________________ | ||||
| ____________________________________________ | ||||
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(describe
entity)
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6
4.5
Disclosure of Information.
He has
read the Memorandum and the representations concerning the Company contained
in
this Agreement, has made inquiry concerning the Company, its business and its
personnel, and has had an opportunity to ask questions and receive answers
from
the Company regarding the terms and conditions of the offering of the Units
and
the business, properties, prospects and financial condition of the Company;
the
officers of the Company have made available to him all written information
which
he has requested and have answered to his satisfaction all inquiries made by
him. The foregoing, however, does not limit or modify the representations and
warranties of the Company in Section 3 of this Agreement or his right to rely
thereon.
4.6
Legends.
It is
understood that the shares of Common Stock underlying the Units, the Warrants
and the Warrant Shares may bear a legend in substantially the following
form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE
TRANSFERRED
IN THE ABSENCE OF A REGISTRATION
STATEMENT
WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT
AND THE OPINION OF COUNSEL REASONABLY
SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS
NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR
RULE
144A OF SUCH ACT OR TO AN AFFILIATE.
4.7
Power and Authority.
He has
the requisite power and authority to enter into this Agreement, to purchase
the
Units and to carry out and perform his obligations under the terms of this
Agreement. The execution, delivery and performance by him of this Agreement
and
the other Transaction Documents to which he is a party do not contravene the
terms of any organizational documents and do not violate, conflict with or
result in any breach or contravention of any contract or agreement to which
he
or it is a party or constitute a violation of any law, regulation, judgment,
order or decree applicable to him or it.
4.8
Due Execution.
This
Agreement has been duly authorized, executed and delivered by the Purchaser
and,
upon due execution and delivery by the Company, will be a valid and binding
agreement of the Purchaser, subject to laws of general application relating
to
bankruptcy, insolvency and the relief of debtors and rules and laws governing
specific performance, injunctive relief and other equitable
remedies.
4.9
Waiver of Penalty Provisions. Purchaser
hereby grants to the Placement Agent the right to make good faith determinations
that the Company is working in a timely fashion to file the Resale Registration
Statement and to cause the Resale Registration Statement to become effective
such that the Resale Registration Statement is filed with the Securities and
Exchange Commission within one hundred and eighty (180) days after the date
that
the Company has raised a minimum of $4,000,0000 in this Offering and the Resale
Registration Statement is declared effective within one hundred twenty (120)
days after the filing date. Upon such good faith determination(s) by the
Placement Agent that the Company has acted in a timely fashion, the Placement
Agent shall waive the penalty provisions relating to the exercise price of
the
Warrants, and upon such waiver those penalty provisions shall not apply.
The Placement Agent shall make such determination(s) at each time that the
penalty provisions otherwise would apply, as applicable, and shall advise the
Company and Purchasers in writing of its good faith determination(s) no later
than the date(s) on which the penalty provisions otherwise first would
apply.
7
5. CONDITIONS
OF PURCHASERS’ OBLIGATIONS AT CLOSING
The
obligations of each Purchaser to this Agreement to close are subject to the
fulfillment on or before the Closing of each of the following conditions, unless
waived by the Investor:
5.1
Representations and Warranties.
The
representations and warranties of the Company contained in Section 3 shall
be
true on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of such
Closing.
5.2
Performance.
The
Company shall have performed and complied with all agreements, obligations
and
conditions contained in this Agreement that are required to be performed or
complied with by it on or before the Closing.
5.3
Qualifications.
All
authorizations, approvals, or permits, if any, of any governmental authority
or
regulatory body that are required in connection with the lawful issuance and
sale of the Units shall be duly obtained and effective as of the
Closing.
6.
PLACEMENT
AGENT FEES AND EXPENSES
The
Company has agreed and Purchaser acknowledges the agreement of the Company
to
pay to the Placement Agent, at each closing, a Placement Agent’s fee of ten
(10%) percent and a non-accountable expense allowance of three (3%) percent
of
the purchase price for each Unit placed. In addition, the Company has agreed
to
issue the Placement Agent on a pro rata basis to the number of Units sold,
up to
Four Hundred Fifty Thousand (450,000) shares of Common Stock. Furthermore,
the
Placement Agent will receive a warrant (the “Placement Warrant”) to purchase an
amount of shares of the Company’s common stock equal to Fifteen Percent (15%) of
the aggregate number of Shares underlying the Units sold in the Offering The
Placement Warrant shall be exercisable by Placement Agent on a cashless basis
at
Two Dollars ($2.00) per share for a period of five (5) years from the
Termination of the Offering and the shares underlying the Placement Warrants
will have registration rights consistent to those of the Purchasers.
7.
MISCELLANEOUS.
7.1
Entire Agreement; Effectiveness.
This
Agreement and the documents referred to herein constitute the entire agreement
among the parties with respect to the subject matter hereof, and no party shall
be liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein or therein.
The terms and conditions of this Agreement shall inure to the benefit of and
be
binding upon the successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any third party any
rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
8
7.2
Governing Law.
This
Agreement shall be governed by and construed under the laws of the State of
New
York, without regard to the conflicts of laws provisions of the State of New
York or any other state.
7.3
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
7.4
Headings.
The
headings used in this Agreement are used for convenience only and are not to
be
considered in construing or interpreting this Agreement.
7.5
Notices.
Any
notice required or permitted under this Agreement shall be given in writing
and
shall be deemed effectively given upon personal delivery, after three business
days following deposit with the United States Post Office, postage prepaid,
or
after one business day if sent by confirmed telecopy, addressed:
| (a) If to the Company: |
|
Infobionics,
Incorporated
|
| 000 Xxxxxxxx Xxxxxx |
| Xx. Xxxx, XX 00000 |
| Facsimile: (000) 000-0000 |
or
at
such other address as the Company shall have furnished to the Purchasers in
writing; and
(b)
If to
any Purchaser, the address set forth on the signature page hereof or at such
other address as such Purchaser shall have furnished to the Company in
writing.
7.6
Severability.
In case
any provision of this Agreement shall be invalid, illegal or unenforceable,
it
shall, to the extent practicable, be modified so as to make it valid, legal
and
enforceable and to retain, as nearly as practicable, the intent of the parties,
and the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
7.7
Delays or Omissions.
No
delay or omission to exercise any right, power or remedy accruing to the Company
or the Purchasers upon any breach, default or noncompliance of the Purchasers
or
the Company under this Agreement shall impair any such right, power or remedy,
nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default
or
noncompliance thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character on the part of the Company
or the Purchasers of any breach, default or noncompliance under this Agreement
or any waiver on the Company’s or the Purchasers’ part of any provisions or
conditions of this Agreement must be in writing and shall be effective only
to
the extent specifically set forth in such writing and that all remedies, whether
under this Agreement, by law, or otherwise afforded to the Company and the
Purchasers, shall be cumulative and not alternative.
9
7.8
Amendments and Waivers.
Except
as otherwise expressly provided herein, any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively
and
either for a specified period of time or indefinitely) with the written consent
of the Company and the Purchasers holding at least a majority of the principal
amount of all Units then outstanding.
7.9
Survival of Covenants and Agreements, Representations and
Warranties.
All
covenants and agreements contained herein or made in writing by the Company
or
the Purchasers in connection with the transactions contemplated hereby shall
survive the execution and delivery of this Agreement, the Transaction Documents
and the Closing until the respective Purchaser ceases to own the securities
comprising the Units. All warranties and representations contained herein shall
survive for a period of two years after the Closing.
7.10
Further Assurances.
Prior to
and after the Closing, at the request of the Purchasers, the Company will take,
or cause to be taken, all actions, and to do, or cause to be done, and to assist
and cooperate in doing, as the Purchasers may reasonably deem necessary or
desirable, all things necessary to consummate and make effective, in a
practicable manner, the Closing and the other transactions contemplated by this
Agreement and the Transaction Documents, including, without limitation, (a)
the
execution and delivery of any additional waivers, consents, confirmations,
agreements, instruments or documents, or the taking of all actions, whether
prior to or after the Closing, necessary to issue and sell the Units to the
Purchasers and (b) to otherwise carry out the purpose and intent of this
Agreement and the Transaction Documents.
7.11
Construction. The
use
of the neuter gender herein shall be deemed to include the masculine and
feminine genders wherever necessary or appropriate, the use of the masculine
gender shall be deemed to include the neuter and feminine genders and the use
of
the feminine gender shall be deemed to include the neuter and masculine genders
wherever necessary or appropriate.
10
IN
WITNESS WHEREOF,
this
Agreement has been executed by the Purchaser and by the Company on the
respective dates set forth below
No.
of
Units Purchased: ___________ $
Amount
of Units Purchased: $ ____________
Individual
Signature(s):
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________________________
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______________________________
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Date
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Signature
of Purchaser
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________________________
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______________________________
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Social
Security No.
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Printed
Name
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________________________
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__________________________
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Telephone
No.
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Street
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________________________
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Fax
No.
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__________________________
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City State Zip
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________________________
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__________________________
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Date
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Signature
of Co-Purchaser
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________________________
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Social
Security No.
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Printed
Name
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________________________
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__________________________
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Telephone
No.
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Street
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__________________________
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City State
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Subscription
Accepted by:
INFOBIONICS,
INCORPORATED
| By: |
Date:
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Xxxx Xxxxxxxx, CEO |
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11
IN
WITNESS WHEREOF,
this
Agreement has been executed by the Purchaser and by the Company on the
respective dates set forth below.
No.
of
Units Purchased: ___________ $
Amount of Units Purchased: $ ____________
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________________________
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__________________________
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Tax
Identification No.
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Printed
Name
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________________________
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__________________________
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Date
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Signature of Authorized Signatory | |
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________________________
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__________________________
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Telephone
No.
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Street
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________________________
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Fax
No.
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__________________________
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City State Zip
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Subscription
Accepted by:
INFOBIONICS,
INCORPORATED
| By: |
Date:
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Xxxx Xxxxxxxx, CEO |
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12
SPECIAL
SUBSCRIPTION INSTRUCTIONS FOR CORPORATE,
PARTNERSHIP,
TRUST, AND JOINT PURCHASERS
If
the
Purchaser is a corporation, partnership, trust, or other entity or joint
purchaser, the following additional instructions must be followed.
INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE REQUIRED BY THE
COMPANY IN SOME CASES.
I.
Certificate. The Purchaser must date and sign the Certificate below, and, if
requested by the Company, the Purchaser may also be required to provide an
opinion of counsel to the same effect as this Certificate or a copy of (a)
the
corporation’s articles of incorporation, bylaws and authorizing resolution, (b)
the partnership agreement, or (c) the trust agreement, as
applicable.
A.
Corporations.
An
authorized officer of the corporation must date, sign, and complete the
Securities Purchase Agreement with information concerning the corporation.
The
officer should print the name of the corporation above his signature, and print
his name and office below his signature.
B.
Partnerships.
An
authorized partner must date, sign, and complete the Securities Purchase
Agreement with information concerning the partnership. The partner should print
the name of the partnership above his signature, and print his name and the
words “general partner” below his signature.
C.
Trusts.
In the
case of a trust, the authorized trustee should date, sign, and complete the
Securities Purchase Agreement with information concerning the trust. The trustee
should print the name of the trust above his signature, and print his name
and
the word “trustee” below his signature. In addition, an authorized trustee
should also provide information requested in the Securities Purchase Agreement
as it pertains to him as an individual.
D.
Joint
Ownership.
In all
cases, each individual must date, sign, and complete the Securities Purchase
Agreement. Joint investors must state if they are purchasing the Shares as
joint
tenants with the right of survivorship, tenants in common, or community
property, and each must execute the Securities Purchase Agreement Signature
Page
13
CERTIFICATE
FOR CORPORATE, PARTNERSHIP,
TRUST,
AND JOINT PURCHASERS
If
the
Purchaser is a corporation, partnership, trust, joint purchaser, or other
entity, an authorized officer, partner, or trustee must complete, date, and
sign
this Certificate.
CERTIFICATE
I
hereby
certify that:
a.
The
Purchaser has been duly formed and is validly existing and has full power and
authority to invest in INFOBIONICS, INCORPORATED
b.
The
Securities Purchase Agreement has been duly and validly authorized, executed,
and delivered by the Purchaser and, upon acceptance by INFOBIONICS,
INCORPORATED, will constitute the valid, binding, and enforceable obligation
of
the Purchaser.
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Dated:
________
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__________________________
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Name
of corporation, partnership, trust or joint purchases (please
print)
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_________________________________
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Signature
and title of authorized officer, partner, trustee, or
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joint
purchaser
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14
