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SUBSCRIPTION DOCUMENTS
EUROWEB INTERNATIONAL CORP.
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UP TO 33 UNITS
OFFERING PRICE: $50,000 PER UNIT
EACH UNIT CONSISTS OF
28,571 SHARES OF COMMON STOCK
AND
28,571 COMMON STOCK A PURCHASE WARRANTS
AND
28,571 COMMON STOCK B PURCHASE WARRANTS
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APRIL 2, 1999
EUROWEB INTERNATIONAL CORP.
000 XXXX XXXXXX
XXX XXXX, XX 00000
TEL: (000) 000-0000
FAX: (000) 000-0000
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GENERAL INSTRUCTIONS FOR INVESTORS
INDIVIDUAL PURCHASERS. Any person over twenty-one years of age, regardless
of citizenship or marital status, may purchase a Unit as an individual. (See
Special Instructions for Investors on page 3). A minor may only purchase a Unit
through a qualified legal guardian with the use a Purchaser Representative. A
person who is single, separated, divorced or a surviving spouse may purchase as
an individual and need only complete the documents for himself or herself.
(Married persons living in community property states - Arizona, California,
Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin - should
note that even if they purchase as individuals, the Units may be considered
community property, i.e. all property acquired by a husband and wife during
their marriage is presumed to belong equally to each of the marriage partners).
MARRIED COUPLES. A married person may purchase as an individual or as
co-owner with his or her spouse. An individual purchaser should complete these
forms only for himself or herself. A married couple purchasing as joint owners
should provide information for both spouses, and both spouses must sign all
applicable documents.
JOINT TENANTS OR CO-TENANTS (OTHER THAN MARRIED COUPLES). Two or more
friends, relatives, business associates or others may purchase as joint tenants
or co-tenants. Each joint tenant or co-tenant must qualify individually as being
suitable for this investment, must complete a separate Investor Questionnaire,
and each must sign all applicable documents.
CORPORATIONS. Corporate investors must provide copies of the By-laws and
Articles of Incorporation. A Corporate Resolution authorizing an investment in
the Units must also be provided. (A form "Certificate of Corporate Resolution"
is set forth on Page 19).
PARTNERSHIPS. A partnership should provide a copy of the partnership
agreement. A general partner must complete and sign all subscription documents
on behalf of the partnership. A Partnership Certificate authorizing an
investment in the Units must also be provided. (A form "Partnership Certificate"
is set forth on Page 21).
TRUSTS. Trust investors must provide a copy of the trust agreement. A trust
Certificate authorizing an investment in the Units must also be provided. (A
form "Trust Certificate" is set forth on page 22).
For trust investors which are not the taxpaying entities: Information
should be provided for the trust and not for any individuals. A trustee
must sign for the trust in a manner similar to the following: ABC Trust,
Xxxx Xxx, Trustee. The taxpayer identification number should be the
number(s) for each person or entity which will be the taxpayer for this
investment. If the trust is not the taxpayer for this investment, do not
use the trust's taxpayer number.
For trust investors which are the taxpaying entities: Information
should be provided for the trust and not for any individuals. A trustee
must sign for the trust in a manner similar to the following: ABC Trust,
Xxxx Xxx, Trustee. The trust's taxpayer identification number must be
provided.
- 2 -
SPECIAL INSTRUCTIONS FOR INVESTORS
In order to subscribe for Units, each Prospective Investor must:
1. Read the Confidential Placement Memorandum in its entirety.
2. Read the State Securities Notices appearing in the Confidential Private
Placement Memorandum which is applicable to the jurisdiction of the
Investor's residence.
3. Complete and execute all subscription documents in accordance with the
instructions set forth herein.
Each of the following documents must be completed and signed in the manner
described below. The failure to carefully complete all applicable items
will delay the processing of your subscription.
THE SUBSCRIPTION AGREEMENT (page 12) must be completed by each Investor
prior to the sale of Units and it MUST BE SIGNED BY THE INVESTOR ON PAGE
17.
If a Purchaser Representative is designated by the Investor, THE PURCHASER
REPRESENTATIVE CERTIFICATE (page 9) must be completed by the Investor's
Purchaser Representative and delivered to the Investor prior to any sale of
Units. A copy of the complete Purchaser Representative Certificate must
also be provided to the Company.
THESE DOCUMENTS TOGETHER WITH A CHECK FOR THE FULL PURCHASE PRICE OF
THE UNITS SHOULD BE DELIVERED TO EUROWEB INTERNATIONAL CORP. 000 XXXX
XXXXXX, XXX XXXX, XX 00000.
PLEASE MAKE YOUR SUBSCRIPTION CHECKS PAYABLE TO:
"EUROWEB INTERNATIONAL CORP.."
- 3 -
CONFIDENTIAL PURCHASER QUESTIONNAIRE
Purpose of this Questionnaire
Up to 33 Units, each Unit consisting of 28,571 shares of Common Stock,
28,571 Common Stock A Purchase Warrants and 28,571 Common Stock B Purchase
Warrants of EuroWeb International Corp., a Delaware corporation (the "Company"),
are being offered pursuant to a Confidential Private Offering Memorandum of the
Company dated April 2, 1999, without registration under the Securities Act of
1933, as amended (the "Act"), or the securities laws of some states, in reliance
on the private offering exemptions contained in Sections 3(b), 4(2) and/or 4(6)
of the Act and/or in Rule 506 of the General Rules and Regulations under the Act
("Rule 506"), and in reliance on similar exemptions under applicable state laws.
The Company must determine that an organization meets certain suitability
requirements before selling (or, in some states, offering) Units to such entity.
This Questionnaire does not constitute an offer to sell or a solicitation of an
offer to buy Units or any other security.
THE COMPANY WILL NOT OFFER OR SELL UNITS TO ANY CORPORATION, TRUST,
PARTNERSHIP OR SIMILAR ENTITY UNLESS A QUESTIONNAIRE HAS BEEN DULY COMPLETED ON
BEHALF OF SUCH ENTITY, AND ON THE BASIS OF THE INFORMATION SET FORTH THEREIN THE
COMPANY HAS CONCLUDED THAT THE ENTITY IS AN "ACCREDITED INVESTOR."
INSTRUCTIONS
One (1) copy of this Questionnaire should be completed, signed, dated
and delivered to EuroWeb International Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000. Please contact Xxxxx X. Xxxxx, Counsel to EuroWeb International Corp.,
(000) 000-0000 if you have any questions with respect to the Questionnaire.
PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is "None" or "Not
Applicable," so state. Please print or type your answers to all questions.
Attach additional sheets if necessary to complete your answers to any item.
Your answers will be kept strictly confidential at all times; however,
the Company may present this Questionnaire to such parties as it deems
appropriate in order to assure itself that the offer and sale of the Units will
not result in a violation of the registration provisions of the Act or a
violation of the securities laws of any state.
PLEASE PRINT
Name:
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Address:
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Occupation:
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Business Address:
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Tel: ( )
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SS or Tax I.D. Number:
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- 4 -
1. Set forth in the space provided below the state(s) in which you have
maintained your principal residence during the past three (3) years and the
dates during which you resided in each state.
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2. Do you maintain residence in any other state: If yes, in which state(s)?
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3. In which states, if any, do you pay state income taxes?
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4. In which states, if any, do you hold a presently valid driver's license?
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5. What is your present age?
6. My gross income from all sources, without regard to this investment, is in
excess of: (check one)
1996 (actual) $75,000 $100,000 $200,000
-------- -------- ---------
1997 (actual) $75,000 $100,000 $200,000
-------- -------- ---------
1998 (estimated) $75,000 $100,000 $200,000
-------- -------- ---------
7. My net worth (total assets minus total liabilities) without regard to this
investment, is in excess of: (check one)
$75,000 $100,000 $250,000 $1,000,000, inclusive of
--------- ---------- ----------- ------------
home, home furnishings and automobiles
8. If the investment will be in the name of a partnership or corporation, answer
the following:
Type of Entity:
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Date of Formation: ------------------------------------------------------------
Number of Shareholders or Partners:
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Net Worth: $
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Net Income for: 1996 $ 1997 $ 1998 Est. $
---------- ----------- ----------
For a corporation, please attach a copy of Corporate Resolution.
Attached: Yes No
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NOTE: IF A CORPORATION, THE AGENT OF THE CORPORATION WHO WILL BE RESPONSIBLE
FOR MAKING THE DECISIONS TO PURCHASE THE NOTES MUST COMPLETE THE INVESTOR
QUESTIONNAIRE.
For a partnership, please attach a copy of the Partnership Agreement.
Attached: Yes No
----------------- ---------- ----------
NOTE: IF A PARTNERSHIP, EACH PARTNER MUST COMPLETE AN INVESTOR QUESTIONNAIRE
OR THE MANAGING PARTNER(S) WILL COMPLETE A QUESTIONNAIRE IN THE AGGREGATE
FOR THE PARTNERSHIP.
9. If the investment will be in the name of a trust or estate, answer the
following:
Type of Entity:
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Date of Formation:
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Number of Beneficiaries:
-------------------------------------------------------
Net Worth: $
-------------------------------------------
Net Income for: 1996 $ 1997 $ 1998 Est. $
--------- ---------- -----------
For a trust, please attach a copy of instrument creating trust.
Attached: Yes No
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NOTE: EACH TRUSTEE AND EXECUTE OR MUST COMPLETE AN INVESTOR QUESTIONNAIRE.
10. Please describe your educational background, including dates of attendance
and degrees obtained.
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11. Please describe briefly your present occupation. Also please describe the
principal positions you have held and nature of your activities in such
positions during the last five (5) years. Specific employers need not be
identified. What is sought is a sufficient description to enable the Company to
determine the extent of your vocational related experience in financial and
business matters:
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12. My prior investment experience is as follows:
(i) Investments in stocks and bonds: Yes No
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(ii) Investments in new ventures and start-up companies:
(iii) % of my net worth, exclusive of home, home furnishings and
automobiles, is in investments which are not liquid, such as
the Notes.
(iv) % of my net worth, exclusive of home, home furnishings and
automobiles, constitutes liquid assets (cash or assets readily
convertible to cash).
(v) Please indicate the frequency of your investment in marketable
securities:
( ) often; ( ) occasionally; ( ) seldom: ( ) never
(vi) Please indicate the frequency of your investment in unmarketable
securities:
( ) often; ( ) occasionally; ( ) seldom: ( ) never
(vii) Please indicate the cumulative amount of your investment in
nonmarketable securities:
Securities such as Stock up to $50,000 ----------
$50,000 to $150,000
---------
over $150,000
---------
New Venture Investments up to $50,000
---------
$50,000 to $150,000
---------
over $150,000
---------
Other up to $50,000
---------
$50,000 to $150,000
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over $150,000
---------
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The above information supplied by me is true and correct in all
respects and I recognize that the Company is materially relying on the truth and
accuracy of such information.
IN WITNESS WHEREOF, I have executed the Questionnaire this
day of , 1999
- 8 -
SELECTION OF PURCHASER REPRESENTATIVE
To invest in the Units that are being offered herewith, each Investor
must meet one of the following conditions:
1. Be an experienced and sophisticated investor;
OR
2. Be advised by a qualified Purchaser Representative.
A Purchaser Representative is an individual (accountant, attorney or
other professional advisor) who assists an Investor in evaluating the
merits and risks of the investment. Selection of a Purchaser
Representative is generally optional but may be required by the
Placement Agent for those Investors with limited investment experience.
If an Investor prefers to use a Purchaser Representative, a
questionnaire must be completed by the Purchaser Representative
relating to the representative's investment experience and
sophistication. Additional information about Purchaser Representatives
can be obtained from the Placement Agent.
A Purchaser Representative Certificate is attached.
- 9 -
EUROWEB INTERNATIONAL CORP.
PURCHASER REPRESENTATIVE CERTIFICATE
The undersigned has been named by ("Subscriber") as a person
with whom the Subscriber will consult or upon whose advice the Subscriber will
rely, in evaluating the merits and risks of an investment in the Units of
EUROWEB INTERNATIONAL CORP., a Delaware corporation (the "Company"), described
in the Private Placement Memorandum dated April 2, 1999.
(i) The Undersigned is not an affiliate, officer, employee or
beneficial owner of 10% or more of any equity interest of the Company or of any
entity owned or controlled by, or affiliated with, the Company.
(ii) Described below are all material relationships between
the undersigned (or any affiliates of the undersigned) and the Company, or any
of its affiliates which now exist, which are presently contemplated to exist in
the future, or which have existed at any time during the past two years, and any
compensation received or to be received as a result of such relationship or the
sale of Units.
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(This item must be completed. If the named advisor has not been involved in any
such dealings, state "NONE").
(iii) The undersigned is primarily engaged in the following
business or profession (registered investment advisor or registered
broker/dealer or the representative of a registered broker/dealer or the active
practice of law or accountancy):
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(This item must be completed.)
(iv) The undersigned had has not either previously invested
in, or advised others with respect to investments in similar types of securities
or businesses as that of the Company.
(Check appropriate answer)
- 10 -
(v) The undersigned has such knowledge and experience in
financial and business matters that the Undersigned is capable of evaluating the
merits and risks of an investment in the Company and of making an informed
investment decision.
Name or Representative Signature
Dated:
- 11 -
SUBSCRIPTION AGREEMENT
EuroWeb International Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
1. Pursuant to the terms of the offer contained in the
Company's Confidential Private Offering Memorandum dated April 2, 1999
Memorandum, including the exhibits and attachments thereto, being hereinafter
called the "Memorandum"), the undersigned hereby tenders this subscription and
applies for the purchase of the number of Units set forth on the signature page
of this agreement, each Unit consisting of 28,571 shares of Common Stock, 28,571
Common Stock A Purchase Warrants and 28,571 Common Stock B Purchase Warrants of
EuroWeb International Corp.(the "Company"), at a purchase price of $50,000 per
Unit. Partial Units may be purchased in the discretion of EuroWeb International
Corp. Together with this Subscription Agreement, the undersigned is delivering
to the Company a check payable to " EuroWeb International Corp." in the full
amount of the purchase price for the Units which the undersigned is subscribing
for pursuant hereto or funds by wire transfer to such account as instructed by
the Company's attorney for this Offering, Xxxxx & Xxxxx.
2. Representations and Warranties. In order to induce the
Company to accept this subscription, the undersigned hereby represents and
warrants to, and covenants with, the Company as follows:
(i) The undersigned has received and carefully reviewed the
Memorandum, and except for the Memorandum, the undersigned has not been
furnished with any other materials or literature relating to the offer
and sale of the Units;
(ii) The undersigned has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the
Company and the offering, and all such questions, if any, have been
answered to the full satisfaction of the undersigned;
(iii) The undersigned has such knowledge and expertise in
financial and business matters that the undersigned is capable of
evaluating the merits and risks involved in an investment in the Units;
(iv) The Confidential Purchaser Questionnaire being
delivered by the undersigned to the Company simultaneously herewith is
true, complete and correct in all material respects; and the
undersigned understands that the Company has determined that the
exemption from the registration provisions of the Securities Act of
1933, as amended (the "Act"), which is based upon non-public offerings
are applicable to the offer and sale of the Units, based, in part, upon
the representations, warranties and agreements made by the undersigned
herein and in the Confidential Purchaser Questionnaire referred to
above;
(v) Except as set forth in the Memorandum, no
representations or warranties have been made to the undersigned by the
Company or any agent, employee or affiliate of the Company and in
entering into this transaction the undersigned is not relying upon any
information, other than that contained in the Memorandum and the
results of independent investigation by the undersigned;
- 12 -
(vi) The undersigned understands that (A) neither the Common
Stock nor the Common Stock A and B Purchase Warrants comprising the
Units have been registered under the Act or the securities laws of any
state, based upon an exemption from such registration requirements for
non-public offerings pursuant to exemptions from registration under the
Act; (B) the Units are and will be "restricted securities", as said
term is defined in Rule 144 of the Rules and Regulations promulgated
under the Act; (C) the Units may not be sold or otherwise transferred
unless they have been first registered under the Act and all applicable
state securities laws, or unless exemptions from such registration
provisions are available with respect to said resale or transfer; (D)
except as set forth below, the Company has no obligation to register
the Units under the Act or any state securities laws, or to take any
action to make any exemption from any such registration provisions
available; (E) the certificates for the Common Stock and Warrants will
bear a legend to the effect that the transfer of the securities
represented thereby is subject to the provisions hereof; and (F) stop
transfer instructions will be place with the transfer agent for the
Common Stock.
(vii) The undersigned is acquiring the Units solely for the
account of the undersigned, for investment purposes only, and not with
a view towards the resale or distribution thereof;
(viii) The undersigned will not sell or otherwise transfer any
of the Units or any interest therein, unless and until (i) said Common
Stock shall have first been registered under the Act and all applicable
state securities laws; or (ii) the undersigned shall have first
delivered to the Company a written opinion of counsel (which counsel
and opinion (in form and substance) shall be reasonably satisfactory to
the Company), to the effect that the proposed sale or transfer is
exempt from the registration provisions of the Act and all applicable
state securities laws:
(ix) The undersigned has full power and authority to execute
and deliver this Subscription Agreement and to perform the obligations
of the undersigned hereunder; and this Subscription Agreement is a
legally binding obligation of the undersigned in accordance with its
terms; and
(x) The undersigned is an "accredited investor," as such
term is defined in Regulation D of the Rules and Regulations
promulgated under the Act.
3. Registration Rights. The holders of the Units purchased in
this Offering may require the Company, to include such securities in any
registration or registrations of securities under the Act and under applicable
state securities laws effected by the Company upon the request of such holders,
until all of the Shares have been covered by at least one registration statement
which has remained effective for a consecutive period of not less than nine
months. The Company will not be obligated to include any Securities in a
registration if the managing underwriter for the public offering advises the
Company that such inclusion would interfere with the orderly sale of the
securities to be publicly offered.
The Company will bear the expenses of such registration discussed
above, other than underwriting discounts and commissions attributable to the
Securities sold by investors thereunder, fees and expenses of counsel for the
investors who sell such Securities and transfer taxes payable by such sellers.
The Company will indemnify the sellers and any underwriters against claims and
losses due to material misstatements or omissions contained in the registration
statement other than misstatements or omissions based on information provided by
such sellers. Each seller of Securities will indemnify the Company and the
underwriters thereof against claims and losses due to material misstatements or
omissions contained in the registration statement based on information provided
by such seller.
- 13 -
Except as provided above, the Company will not have any obligation to
register the Securities under the Securities Act of 1933 or any state securities
laws.
4. The undersigned understands that this subscription is not
binding upon the Company until the Company accepts it, which acceptance is at
the sole discretion of the Company and is to be evidenced by the Company's
execution of this subscription Agreement where indicated. This Subscription
Agreement shall be null and void if the Company does not accept it as aforesaid.
5. The undersigned understands that the Company may, in its
sole discretion, reject this subscription and, in the event that the offering to
which the Memorandum relates is oversubscribed, offer partial Units or reduce
this subscription in any amount and to any extent, whether or not pro rata
reductions are made of any other investor's subscription.
6. The undersigned agrees to indemnify the Company and hold it
harmless from and against any and all losses, damages, liabilities, costs and
expenses which it may sustain or incur in connection with the breach by the
undersigned of any representation, warranty or covenant made by it herein.
7. Neither this Subscription Agreement nor any of the rights
of the undersigned hereunder may be transferred or assigned by the undersigned.
8. This Subscription Agreement (i) may only be modified by a
written instrument executed by the undersigned and the Company; and (ii) sets
forth the entire agreement of the undersigned and the Company with respect to
the subject matter hereof; and (iii) shall inure to the benefit of, and be
binding upon the company and the undersigned and its respective heirs, legal
representatives, successors and assigns.
9. Unless the context otherwise requires, all personal
pronouns used in this Subscription Agreement, whether in the masculine, feminine
or neuter gender, shall include all other genders.
10. All notices or other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
mailed by certified or registered mail, return receipt requested, postage
prepaid, as follows: if to the undersigned, to the address set forth in the
Confidential Purchaser Questionnaire referred to above; and if to the Company,
to EuroWeb International Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or to such
other address as the Company or the undersigned shall have designed to the other
by like notice.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this day of , 1999.
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SUBSCRIPTION AGREEMENT
EuroWeb International Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
The undersigned hereby tenders to EuroWeb International Corp.
(the "Company") this subscription agreement ("Subscription Agreement"), and
applies to purchase at $50,000 per Unit, the number of Units set forth on the
signature page of this Subscription Agreement, each Unit consisting of 28,571
shares of Common Stock of the Company (the :Common Stock") 28,571 Common Stock A
Purchase Warrants of the Company, and 28,571 Common Stock B Purchase Warrants
of the Company (such warrants being referred to collectively as the "Purchase
Warrants").
This Subscription Agreement consists of, and incorporates
fully in all respects, all of the terms and conditions of a form of subscription
agreement (the "Original Subscription Agreement") previosuly submitted to the
undersigned by the Company (a copy of which is attached hereto and incorporated
by reference herein), in connection with the delivery of the Company's
Confidential Private Offering Memorandum dated April 2, 1999 (the "Offering
Memorandum"), OTHER THAN paragraph "3. Registration Rights." Paragraph 3 of the
Original Subscription Agreement is deleted in its entirety, and the following
paragraph 3 is substituted in lien thereof:
3. Registration Rights. In consideration of the purchase in
this Offering by the undersigned of one or more Units, and in
recognition of the financial benefits to the Company in connection
therewith, the Company hereby agrees that the undersigned shall have
the rights with respect to the registration and sale of the securities
comprising the Units (collectively referred to as "Securities"), which
are set forth in this paragraph 3. In connection with the rights so
provided, the Company will bear the expenses of such registration other
than underwriter discounts and commissions attributable to the
Securities sold by investors thereunder, fees and expenses of counsel
for the investors who sell such Securities, and transfer taxes payable
by such sellers. The Company will indemnify the sellers and any
underwriters against claims and losses due to material misstatements or
ommissions in the registration statement other than misstatements or
omissions based on information provided by such sellers. Each seller of
Securities will indemnify the Company and the underwriters against
claims and losses due to material misstatement or omissions in the
registration statement based on information provided by such seller.
(i) Standing Registration. Not more than fourteen days after
the completion of the Offering of the Units in accordance with
the terms of the Offering Memorandum, the Company shall file
with the U.S. Securities and Exchange Commission (the "SEC")
and applicable state securities regulators, a registration
statement covering the public offering and sale of all of the
Securities (both the Common Stock, the Purchase Warrants, and
the Common Stock issuable upon the exercise of the Purchase
Warrants) issued by the Company in the Offering. The Company
shall cooperate with the SEC in its review and approval of
such registration statement, and will use all reasonable
efforts to diligently pursue the effectiveness of such
registration statement at the earliest possible date. The
Company shall use every reasonable effort to maintain the
effectiveness of such registration statement for thirty-eight
months after the date upon which it first become effective. In
furtherance thereof, the Company shall amend the registration
statement from time to time in accordance
- 15 -
with applicable legal requirements, and shall prepare and file
all require public reports under applicable securities laws.
THE COMPANY ACKNOWLEDGES THAT THE REGISTRATION OF THE
SECURITIES, AND THE CONTINUED STATUS OF THE SECURITIES AS
REGISTERED SECURITIES, IS A MATERIAL FACTOR IN THE DECISION OF
THE UNDERSIGNED TO PURCHASE A UNIT. In furtherance thereof,
the Company will take all reasonable steps which are required
in order for its common stock to continue to be traded in the
NASDAQ System; for its Purchase Warrants to be listed on the
NASDAQ System if and when such warrants so quality and, if not
so qualified, for its Purchase Warrants to be listed on the
NASDAQ bulletin board if and when such warrants so qualify,
and the Company agrees to cooperate in the effort of any
holder of Securities to accomplish the same.
(ii) Registration by Request. Nothwithstanding the foregoing
paragraph (i), if at any time during the xxxxxx-eight month
period set forth in the preceding paragraph, a registration
statement covering all Securities is not currently in effect
under any applicable securities law, the holder or holders of
Units purchased in this Offering may require the Company to
promptly prepare and file a registration or registrations of
Securities of the Company under the Act and under applicable
state securities laws (a "Request for Registration"). Upon
receipt of a Request for Registration, the Company shall
notify all other holders of Units purchased in this Offering
of the receipt of such Request for Registration, and shall
include in such registration statement any Securities of such
holders which the holder(s) request that the Company so
register.
(iii) "Piggy-Back" Registration. Notwithstanding the foregoing
paragraphs (i) and (ii), if at any time during the forty-eight
month period following the completion of the Offering, a
registration statement covering all of the Securities is not
currently in effect, and the Company proposes to file any
resistration statement covering any of its Securities, the
Company shall notify all other holders of Units purchased in
this Offering of its intention to file such a registration
statement. Upon receipt of such notice of an intent to file a
registration statement, the holder or holders of Units
purchased in this Offering may require th Company to include
in such registration statement any Securities of such holders
which the holder(s) request that the Company so register.
(iv) Determental Impact on Warrant Holders. The Company hereby
agrees that it will not issue any additional warrants or
rights to acquire shares of Common Stock while the Purchase
Warrants are outstanding without the consent of the holders of
a holders of 75% of the Purchase Warrants then outstanding,
nor will the Company register any currently issued and
outstanding warrants or rights to acquire Common Stock which
the Purchase Warrants are outstanding.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this _____ day of April, 1999.
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SIGNATURE PAGE
Organization Signature: Individual Signature:
---------------------------- -------------------------
Print Name of Subscriber
By:------------------------- -------------------------
Signature(s)
-------------------------- -------------------------
Print Name and Title of Print Name(s)
Person Signing
-------------------------
Print Name(s)
Number of Units Subscribed for:
(Please print information below exactly as you wish it
to appear in the records of the Company)
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Name and capacity in which subscription Social Security Number of
is made - see below for particular Individual or other
requirements Taxpayer I.D. Number
Address Address for notices if different:
--------------------------------------- --------------------------------
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Number and Street Number and Street
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City State Zip City State Zip
Please indicate form of ownership:
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TENANTS-IN-COMMON JOINT TENANTS WITH RIGHT OF
(Both Parties must sign above) SURVIVORSHIP
(Both Parties must sign above)
- 17 -
ACCEPTANCE OF SUBSCRIPTION
The foregoing subscription is hereby accepted by EuroWeb
International Corp., this day of , 1999, for Units.
EUROWEB INTERNATIONAL CORP.
By: -------------------------
Xxxxx X. Xxxxx
Chairman of the Board
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CERTIFICATE OF CORPORATE RESOLUTION
(FOR CORPORATE INVESTORS TO BE COMPLETED ONLY IF
A UNIT IS TO HELD IN A CORPORATION'S NAME)
CERTIFICATE OF
(the "Corporation") (Name of Corporation)
The undersigned certifies that he/she is the Secretary of the
Corporation and that, as such, he/she is authorized to execute this Certificate
on behalf of the Corporation, and further certifies that:
(a) At a meeting of the duly elected Board of Directors of the
Corporation duly called, convened and held on 19 at which a quorum was present
and acting throughout, the following resolutions were duly adopted:
"RESOLVED, that the Corporation be, and it hereby is authorized and
directed to make an investment of $ for Units consisting of shares of
Common Stock and Warrants of EuroWeb International Corp. pursuant to
the terms of the attached Subscription Agreement.
FURTHER RESOLVED, that in payment for such a Unit any of the following
officers be, and each of them, hereby is, authorized, empowered and
directed to issue, or have issued, and deliver a check in the amount of
$ .
Name Title Signature
------------------------------------------------------------------
FURTHER RESOLVED that any of the foregoing officers of the Corporation
be, empowered and directed to execute any documents required and to
take all other actions necessary or appropriate to carry out the intent
of these resolutions including, but not limited to, completing an
Investor Questionnaire and executing the Subscription Agreement.
(b) Such resolutions have not been rescinded, amended or changed in any
respect, and are in full force and effect on the date hereof.
(c) Each of the foregoing officers now is and at all times since the
date of such resolutions and the date of the subscription of the Corporation for
a Unit, and the completion and execution of all necessary documents to effect
such subscription has been a duly elected, qualified and acting officer of the
Corporator, holding the office of the Corporation set opposite his name, and the
signature of each such person appearing opposite the name is a true signature.
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(d) The Corporation was incorporated under the laws of the State
of and commenced business on .
(e) A true and correct copy of the Articles of Incorporation and Bylaws
of the Corporation is attached hereto and that, as of the date hereof, the
Articles of Incorporation and Bylaws have not been amended (except as to any
attached amendments) or revoked and are still in full force and effect.
WITNESS the seal of the Corporation and the signature of the
undersigned on the date hereof.
DATE: , 1999.
Name of Corporation
Signature of Authorized Officer:
--------------------------------
Name:
Title:
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PARTNERSHIP CERTIFICATE
(FOR PARTNERSHIP INVESTORS TO BE COMPLETED ONLY IF
A UNIT IS TO BE HELD IN PARTNERSHIP NAME)
CERTIFICATE OF
(the "Partnership") (Name of the Partnership)
The undersigned, constituting all of the general partners of the
Partnership, a
state) limited/general (strike one) partnership, hereby certify as
follows:
1. That the Partnership was established pursuant to a partnership agreement
dated and commenced business on .
2. That a true and correct copy of the Partnership Agreement is attached hereto
and that, as of the date hereof, the Partnership Agreement has not been amended
(except as indicated by attached amendments) or revoked and is still in full
force and effect. 3. That as the general partners of the Partnership, we have
determined that the investment in, and purchase of Units consisting of shares of
Common Stock and Warrants of EuroWeb International Corp. is of benefit to the
Partnership and have determined to make such investment on behalf of the
Partnership. 4. That any of the undersigned general partner(s) of the
Partnership has been duly authorized and empowered to execute and deliver the
various documents required to evidence the Partnership's investment, and to take
such other actions to effect the Partnership's investment, and that all such
documents and actions have been duly executed and/or ratified and are binding on
the Partnership. 5. That each general partner of the Partnership executing this
Partnership Certificate has been furnished with and reviewed the Private
Placement Memorandum.
IN WITNESS WHEREOF, we have executed this Certificate as the general
partners of the Partnership on the date hereof and declare that it is truthful
and correct on the date hereof.
DATE: , 1999
Name of Partnership
General Partner
By: -------------------------
General Partner
By: -------------------------
General Partner
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TRUST CERTIFICATE
(FOR TRUST INVESTORS TO BE COMPLETED ONLY IF
A UNIT IS TO BE HELD IN TRUST NAME)
CERTIFICATE OF
(the "Trust") (Name of the Trust)
The undersigned, constituting all of the Trustees of the Trust, hereby
certify as follows:
1. That the Trust was established pursuant to a Trust Agreement dated . 2. That
a true and correct copy of the Trust Agreement and a true and correct copy of
all other documents relating to the powers, authorities and limitations of the
Trustee(s) are attached hereto and that, as of the date hereof, the Agreement
and such other documents has not been amended (except as indicated by attached
amendments) or revoked and is still in full force and effect.
That, if the Trustee(s) was (were) appointed by a court, the attached
certificate evidencing the appointment of the trustee(s), is a true and correct
copy of such certificate. 3. That as the Trustee(s) of the Trust, we have
determined that the investment in, and purchase of Units consisting of shares of
Common Stock and Warrants of EuroWeb International Corp. is of benefit to the
Trust and have determined to make such investment on behalf of the Trust. 4.
That any of the undersigned is (are) all of the Trustee(s) of the Trust, which
is still in existence, with due authority to make such investment on behalf of
the Trust and to legally bind the Trust. 5. That the Trust executing the
Subscription Documents and taking such other necessary actions to effect the
investment of the trust is authorized and empowered to do so and all such
documents and actions are hereby ratified and are binding on the Trust.
IN WITNESS WHEREOF, we have executed this Certificate as the Trustee(s) of
the Trust on the date hereof and declare that it is truthful and correct on the
date hereof.
DATE: , 1999
Name of Trust
By:
-----------------------
Trustee
By:
-----------------------
Trustee
By:
-----------------------
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