EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT INTENT
U-Ship, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Chief Executive Officer
Gentlemen:
The undersigned desires to become a shareholder of U-Ship, Inc. a Utah
corporation (the "Company"), and hereby subscribes for _____________________
Units upon the terms and conditions set forth below. Each Unit is comprised of
two (2) shares of the Company's Series A Cumulative Convertible Preferred Stock,
$0.004 par value, the rights and preferences of which are described on that
certain Certificate of Designation a copy of which is attached hereto as Exhibit
A ("Certificate") and by this reference incorporated herein (the "Shares") and
one (1) warrant (the "Warrants") to purchase one share of the Company's common
stock, $0.004 par value (the "Common Stock"). As used herein, the term "Units"
shall mean and include (i) the Units, as units; (ii) the individual Shares and
Warrants comprising the Units being purchased hereunder by the undersigned; and,
(iii) where appropriate, the shares of Common Stock which may be issued upon
conversion of the Shares and upon exercise of the Warrants:
1. The undersigned hereby agrees to purchase the above Units for the sum
of $___________________________, representing the purchase price of $1.20 per
Unit for each Unit subscribed for above. The undersigned acknowledges this
subscription is contingent upon acceptance in whole or in part by the Company,
and upon the satisfaction of the following contingencies on or before April 20,
1998: (a) the Company must obtain at least $1,250,000 (after deduction of
Agent's commission and non accountable expense allowances and other expenses of
the Offering) pursuant to the offering of Units being conducted by the Company
with the assistance of X.X. Xxxxxxxx & Company; (b) the Company must be listed
on the NASDAQ SmallCap Market; and (c) the Utah Control Acquisition Act must not
apply to the investment by the Subscriber hereunder.
2. The undersigned acknowledges, represents and warrants that the
undersigned:
(a) is able to bear the economic risk of the investment in the
Units;
(b) has knowledge and experience in financial and business matters,
is capable of evaluating the merits and risks of the prospective
investment in the Units and is able to bear such risks;
(c) understands an investment in the Units is highly speculative but
believes that the investment is suitable for it based upon the
undersigned's investment objectives and financial needs, and has adequate
means for providing for current financial needs and personal contingencies
and has no need for liquidity of investment with respect to the Units;
(d) has reviewed (i) the Certificate; and (ii) copies of the
Company's recent reports filed under the Securities Exchange Act of 1934,
including, the Company's Form 10-KSB Report for the fiscal year ended June
30, 1997, and is familiar with the factors contained therein under the
caption "Factors That May Affect Future Operating Results" which are
intended to serve as cautionary factors within the meaning of the Private
Securities Litigation Reform Act of 1995 and (iii) the Company's Form
10-QSB for the period ended December 31, 1997.
(e) has been given access to full and complete information regarding
the Company (including the opportunity to meet with Company officers and
review all documents as it may have requested in writing) and has utilized
such access to its satisfaction for the purpose of obtaining information
about the Company;
(f) recognizes that the Units, as an investment, involve a high
degree of risk; and
(g) realizes that (i) the purchase of Units is a long-term
investment; (ii) purchasers of Units must bear the economic risk of
investment for an indefinite period of time because the Units have not
been registered under the Securities Act of 1933, as amended (the "Act")
and, therefore, cannot be sold unless they are subsequently registered
under the Act or an exemption from such registration is available; and
(iii) the transferability of the Units is restricted, and (A) requires the
written consent of the Company, (B) requires conformity with the
restrictions contained in paragraph 3 below, and (C) will be further
restricted by a legend placed on the certificate(s) representing the Units
stating that the Units have not been registered under the Act and
referring to the restrictions on transferability of the Units, and by stop
transfer orders or notations on the Company's records referring to the
restrictions on transferability.
3. The undersigned has been advised that the Units are not being
registered under the Act or the relevant state securities laws pursuant to
exemptions from the Act and laws, and that the Company's reliance upon such
exemptions is predicated in part on the undersigned's representations to the
Company as contained herein. The undersigned represents and warrants that the
Units are being purchased for its own account and for investment and without the
intention of reselling or redistributing the same, that the undersigned has made
no agreement with others regarding any of such Units and that its financial
condition is such that it is not likely that it will be necessary to dispose of
any of such Units in the foreseeable future. The undersigned is aware that, in
the view of the Securities and Exchange Commission and applicable state bodies
that administer state securities laws, a purchase of Units with an intent to
resell by reason of any foreseeable specific contingency or anticipated change
in market values, or any change in the condition of the Company or its business,
or in connection with a contemplated liquidation or settlement of any loan
obtained for the acquisition of the Units and for which the Units were pledged
as security, would represent an intent inconsistent with the representations set
forth above. The undersigned further represents and agrees that if, contrary to
its foregoing intentions, it should later desire to dispose of or transfer any
of such Units in any manner, it shall not do so without first obtaining (a) the
opinion of counsel designated by the Company that such proposed disposition or
transfer lawfully may be made without the registration of such Units for such
purpose pursuant to the Act, as then in effect, and applicable state securities
laws, or (b) such registrations (it being expressly understood that the Company
shall not have any obligation to register the Units for such purpose, except
insofar as paragraph 4 hereof requires the Company, in certain instances, to
register Registrable Securities).
The undersigned agrees that the Company may place a following restrictive
legend on the certificate(s) representing the Shares and documents evidencing
the Warrants, containing substantially the following language:
"The shares represented by this Certificate were issued without
registration under the Securities Act of 1933, as amended (the "Act") and
without registration under Minnesota securities laws, in reliance upon
exemptions contained in the Act and such laws. No transfer of these shares
or any interest therein may be made except pursuant to effective
registration statements under said laws unless this Corporation has
received an opinion of counsel satisfactory to it that such transfer or
disposition does not require registration under said laws and, for any
sales under Rule 144 of the Act, such evidence as it shall request for
compliance with that rule."
The undersigned agrees and consents that the Company may place a stop transfer
order on the Certificate(s) representing the Shares and documents evidencing the
Warrants to assure the undersigned's compliance with this Agreement and the
matters referenced above.
The undersigned agrees to save and hold harmless, defend and indemnify the
Company and its directors, officers and agents from any claims, liabilities,
damages, losses, expenses or penalties arising out of any misrepresentation of
information furnished by the undersigned to the Company in this Subscription
Agreement.
4. The Company agrees to the following terms and conditions relative to
registration of the Shares under the Act:
(a) Definitions. As used in this Agreement, the following terms
shall have the meanings set forth respectively:
"Commission" shall mean the Securities and Exchange Commission, or
any other federal agency then administering the Act.
"Common Stock" shall mean the shares of Common Stock of the Company,
$0.004 par value.
"Holder" means (i) the undersigned purchaser of the Units or
Registrable Securities and (ii) each person to whom Holder transfers the
Units or Registrable Securities as provided herein.
"Other Securities" shall mean any stock (other than Common Stock) or
other securities of the Company which the Holder at any time shall be
entitled to receive, or shall have received, upon the conversion of the
Shares or exercise of the Warrants, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities.
"Registrable Securities" means any shares of Common Stock issued or
which may be issued upon conversion of the Shares or upon exercise of the
Warrants, and any Other Securities received with respect thereto;
provided, however, that any such Common Stock and Other Securities shall
cease to be Registrable Securities when (i) a Resale Registration
Statement covering such Registrable Securities has been declared effective
and such Registrable Securities have been disposed of pursuant to such
effective Resale Registration Statement, (ii) such Registrable Securities
become eligible for sale pursuant to Rule 144 (or any similar provision
then in force) ("Rule 144") under the Act or (iii) such shares of Common
Stock cease to be outstanding
"Transfer" shall mean any sale, assignment, pledge, or other
disposition of any Units or Registrable Securities, or of any interest in
either thereof, which would constitute a sale thereof within the meaning
of Section 2(3) of the Act.
All terms used in this Agreement which are not defined in Section 1 hereof
have the meanings respectively set forth elsewhere in this Agreement.
(b) Resale Registration. Despite anything in this Agreement to the
contrary, the Holder shall have the following rights regarding registration of
Registrable Securities which may be hereafter acquired upon conversion of the
Shares or exercise of the Warrants.
(1) Required Registration. Upon request of holders of at least
50,000 Units or Registrable Securities not theretofore registered
under the Act, the Company shall prepare and file a registration
statement on Form S-3 under the Act covering the Registrable
Securities which are the subject of such requests and shall use its
best efforts to cause such registration statement to become
effective and to remain effective for at least 24 months. In
addition, upon the receipt of the aforementioned request, the
Company shall promptly give written notice to all other record
holders of Units or Registrable Securities that such registration is
to be effected. The Company shall include in such registration
statement such Registrable Securities for which it has received
written requests to register by such other record holders within
fifteen (15) days after the Company's written notice to such other
record holders. The Company shall be obligated to prepare, file and
cause to become effective only two (2) registration statements
pursuant to this Section 4(b). In the event that the holders of a
majority of the Registrable Securities for which registration has
been requested pursuant to this Section determine for any reason not
to proceed with a registration at any time before the registration
statement has been declared effective by the Commission, and such
holders thereafter request the Company to withdraw such registration
statement, the holders of such Registrable Securities agree to bear
their own expenses incurred in connection therewith and to reimburse
the Company for the expenses incurred by it attributable to such
registration statement, then, and in such event, the holders of such
Registrable Securities shall not be deemed to have exercised their
right to require the Company to register Registrable Securities
pursuant to this Section 4(b).
(2) Incidental Registration. Each time the Company shall determine
to proceed with the actual preparation and filing of a registration
statement under the Act in connection with the proposed offer and
sale for money of any of its Common Stock by it or any of its
security holders other than a registration statement on From S-4 or
S-8 or any other successor forms prescribed by the commission, the
Company will give written notice of its determination to all record
holders of Units and Registrable Securities. Upon the written
request of a record holder of any Units and Registrable Securities
given within fifteen (15) days after receipt of any such notice from
the Company, the Company will, except as herein provided, cause all
such Registrable Securities, the record holders of which have so
requested registration thereof, to be included in such registration
statement, all to the extent requisite to permit the sale or other
disposition by the prospective seller or sellers of the Registrable
Securities to be so registered; provided, however, that (a) nothing
herein shall prevent the Company from, at any time, abandoning or
delaying any such registration initiated by it; and (b) if the
Company determines not to proceed with a registration after the
registration statement has been filed with the Commission and the
Company's decision not to proceed is primarily based upon the
anticipated public offering price of the securities to be sold by
the Company, the Company shall promptly complete the registration
for the benefit of those selling security holders who wish to
proceed with a public offering of their securities and who bear all
expenses in excess of $25,000 incurred by the Company as the result
of such registration after the Company has decided not to proceed.
If any registration pursuant to this Section shall be underwritten
in whole or in part, the Company may require that the Registrable
Securities requested for inclusion pursuant to this Section be
included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriters. If in the
good faith judgment of the managing underwriter of such public
offering the inclusion of all of the Registrable Securities
originally covered by a request for registration would reduce the
number of shares to be offered by the Company or interfere with the
successful marketing of the shares of stock offered by the Company,
the number of Registrable Securities otherwise to be included in the
underwritten public offering may be reduced pro rata among the
holders thereof requesting such registration to a number that the
managing underwriter believes will not adversely affect the sale of
shares by the Company. Those securities which are thus excluded from
the underwritten public offering, and any other Common Stock owned
by such holders, shall be withheld from the market by the holders
thereof for a period, not to exceed one hundred eighty (180) days,
which the managing underwriter reasonably determines is necessary in
order to effect the underwritten public offering.
(3) Registration Procedures. If and whenever the Company is required
by the provisions of Section 4(b)(1) or 4(b)(2) to effect the
registration of any Registrable Securities under the Act, the
Company will:
(i) prepare and file with the Commission a registration statement
with respect to such Registrable Securities, and use its best
efforts to cause such registration statement to become and
remain effective for such period as may be reasonably
necessary to effect the sale of such Registrable Securities,
not to exceed three (3) months;
(ii) prepare and file with the Commission such amendments to such
registration statement and supplements to the prospectus
contained therein as may be
necessary to keep such registration statement effective for
such period as may be reasonably necessary to effect the sale
of such Registrable Securities, not to exceed three (3)
months;
(iii) furnish to the security holders participating in such
registration and to the underwriters of the Registrable
Securities being registered such reasonable number of copies
of the registration statement, preliminary prospectus, final
prospectus and such other documents as such security holders
and underwriters may reasonably request in order to facilitate
the public offering of such Registrable Securities;
(iv) use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under such
state securities or blue sky laws of such jurisdictions as
such participating holders may reasonably request within ten
(10) days following the original filing of such registration
statement, except that the Company shall not for any purpose
be required to execute a general consent to service of process
or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;
(v) notify the security holders participating in such
registration, promptly after it shall receive notice thereof,
of the time when such registration statement has become
effective or a supplement to any prospectus forming a part of
such registration statement has been filed;
(vi) notify such holders promptly of any request by the Commission
for the amending or supplementing of such registration
statement or prospectus or for additional information;
(vii) prepare and file with the Commission, promptly upon the
request of any such holders, any amendments or supplements to
such registration statement or prospectus which, in the
opinion of counsel for such holders (and concurred in by
counsel for the Company), is required under the Act or the
rules and regulations thereunder in connection with the
distribution of the Registrable Securities by such holder;
(viii)prepare and promptly file with the Commission and promptly
notify such holders of the filing of such amendment or
supplement to such registration statement or prospectus as may
be necessary to correct any statements or omissions if, at the
time when a prospectus relating to such securities is required
to be delivered under the Act, any event shall have occurred
as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement
of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading;
(ix) advise such holders, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such
registration statement or the initiation or threatening of any
proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued; and
(x) not file any amendment or supplement to such registration
statement or prospectus to which a majority in interest of
such holders shall have reasonably objected on the grounds
that such amendment or supplement does not comply in all
material respects with the requirements of the Act or the
rules and regulations thereunder, after having been furnished
with a copy thereof at least five (5) business days prior to
the filing thereof, unless in the opinion of counsel for the
Company the filing of such amendment or supplement is
reasonably necessary to protect the Company from any
liabilities under any applicable federal or state law and such
filing will not violate applicable law.
(4) Expenses. With respect to any registration, requested pursuant
to Section 4(b)(1) (except as otherwise provided in such section
with respect to registrations voluntarily terminated at the request
of the requesting security holders) and with respect to each
inclusion of securities in a registration statement pursuant to
Section 4(b)(2) (except as otherwise provided in Section 4(b)(2)
with respect to registrations terminated by the Company), the
Company shall bear the following fees, costs and expenses: all
registration, filing and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, fees and
disbursements of counsel for the underwriter or underwriters of such
securities (if the Company and/or selling security holders are
required to bear such fees and disbursements), all internal Company
expenses, the premiums and other costs of policies of insurance
against liability arising out of the public offering, and all legal
fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the
securities to be offered are to be registered or qualified. Fees and
disbursements of counsel and accountants for the selling security
holders, underwriting discounts and commissions and transfer taxes
for selling security holders and any other expenses incurred by the
selling security holders not expressly included above shall be borne
by the selling security holders.
(5) Copies of Prospectus; Amendments of Prospectus. The Company will
furnish the Holder with a reasonable number of copies of any
prospectus or offering circular and one copy of the registration
statement included in such filings and will amend or supplement the
same as required during the nine (9) month period following the
effective date of the registration statement, provided, that the
expenses of any amendment or supplement made or filed more than
three (3) months after the effective date of the registration
statement, at the request of the Holder, shall be borne by the
Holder.
(6) Conditions of the Company's Obligations. It shall be a condition
of the Company's obligation to register the Registrable Securities
hereunder that the Holder
agrees to cooperate with the Company in the preparation and filing
of any such registration statement, or in its efforts to establish
that the proposed sale is exempt under the Act, as to any proposed
distribution. It shall also be a condition of the Company's
obligations under this Agreement that, in the case of the filing of
any registration statement, and to the extent permissible under the
Act, and controlling precedent thereunder, the Company and the
Holder provide cross-indemnification agreements to each other in
customary scope covering the accuracy and completeness of the
information furnished by each.
(c) Restrictions on Sale. In the event of an underwritten public
offering for the account of the Company, upon the written request (the "Lock-up
Request") of the managing underwriter (or underwriters) of such offering, each
Holder agrees not to effect any public sale or distribution of any securities
similar to those being registered in such offering (other than pursuant to such
offering), including, without limitation, through sales of Registrable
Securities pursuant to a registration statement, during the 14 days prior to,
and during the 180-day period beginning on the effective date of the
registration statement relating to such offering (the "Lock-up Period");
provided, however, that the Holders shall not be required to comply with such
Lock-up Request unless the Company simultaneously demands analogous restrictions
on sale and uses all reasonable efforts to obtain from all other persons who are
contractually bound with the Company to comply with such Lock-up Requests and
from the Company's directors. In the event of the delivery of a Lock-up Request,
the time periods for which a registration statement is required to be kept
effective pursuant to Section 4(b) hereof shall be extended by the number of
days during the Lock-up Period.
(g) Transfer of Registration Rights. The registration rights of
Holder and any Holders under this Section 4 may be transferred to any transferee
of Registrable Securities that acquires at least 1,000 shares of Registrable
Securities (appropriately adjusted for stock splits, stock dividends and the
like). Each such transferee shall be deemed to be a "Holder" for purposes of
this Section 4.
5. The undersigned represents and warrants that the undersigned is a bona
fide resident of, and is domiciled in, the State of Minnesota and that the Units
are being purchased solely for the beneficial interest of the undersigned and
not as nominee, for, or on behalf of, or for the beneficial interest of, or with
the intention to transfer to, any other person, trust or organization, except as
specifically set forth in paragraph 8 of this Agreement.
THIS PARAGRAPH 5 IS REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE ACT AND
STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT TO THE OFFER AND SALE OF
THE SHARES. ALL OF SUCH INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL BE
REVIEWED ONLY BY THE COMPANY, THE AGENT, IF ANY, AND THEIR RESPECTIVE COUNSEL.
The undersigned agrees to furnish any additional information which the Company,
the Agent, if any, or their respective legal counsel deem necessary in order to
verify the responses set forth below.
6. Accredited Status. The undersigned represents and warrants as follows:
(CHECK IF APPLICABLE):
_______ (a) The undersigned is an individual with a net worth, or a joint net
worth together with his or her spouse, in excess of $1,000,000. (In
calculating net worth, you may include equity in personal property and
real estate, including your principal residence, cash, short-term
investments, stock and securities. Equity in personal property and real
estate should be based on the fair market value of such property minus
debt secured by such property.)
_______ (b) The undersigned is an individual with income in excess of $200,000
in each of the prior two years and reasonably expects an income in
excess of $200,000 in the current year.
_______ (c) The undersigned is an individual who, with his or her spouse, had
joint income in excess of $300,000 in each of the prior two years and
reasonably expects joint income in excess of $300,000 in the current
year.
_______ (d) The undersigned is a director or executive officer of U-Ship, Inc.
_______ (e) The undersigned, if other than an individual, is an entity all of
whose equity owners meet one of the tests set forth in (A) through (D)
above.
_______ (f) The undersigned is an entity, and is an "Accredited Investor" as
defined in Rule 501(a) of Regulation D under the Act. This
representation is based on the following (check one or more, as
applicable):
______ i. The undersigned (or, in the case of a trust, the
undersigned trustee) is a bank or savings and loan
association as defined in Sections 3(a)(2) and
3(a)(5)(A), respectively, of the Act acting either in
its individual or fiduciary capacity.
______ ii. The undersigned is an insurance company as defined in
section 2(13) of the Act.
______ iii. The undersigned is an investment company registered under
the Investment Company Act of 1940 or a business
development company as defined in Section 2(a)(48)
of that Act.
______ iv. The undersigned is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
______ v. The undersigned is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income
Security Act of 1974 ("ERISA") and either (check one or
more, as applicable):
___a. the investment decision is made by a plan fiduciary,
as defined in Section 3(21) of ERISA, which is either
a bank, savings and loan association, insurance
company, or registered investment advisor; or
___b. the employee benefit plan has total assets in excess
of $5,000,000; or
___c. the plan is a self-directed plan with investment
decisions made solely by persons who are "Accredited
Investors" as defined under the Act.
______ vi. The undersigned is a private business development company
as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.
______ vii. The undersigned has total assets in excess of $5,000,000,
was not formed for the specific purpose of acquiring
shares of the Company and is one or more of the following
(check one or more, as appropriate):
___a. an organization described in Section 501(c)(3) of the
Internal Revenue Code; or
___b. a corporation; or
___c. a Massachusetts or similar business trust; or
___d. a partnership.
______ viii. The undersigned is a trust with total assets exceeding
$5,000,000 which was not formed for the specific purpose
of acquiring shares of the Company and whose purchase is
directed by a person who has such knowledge and
experience in financial and business matters that he or
she is capable of evaluating the merits and risks of the
investment in the Units. (IF ONLY THIS RESPONSE IS
CHECKED, please contact the Company to receive and
complete an information statement before this
subscription can be considered).
7. NASD Affiliation. The undersigned is affiliated or associated, directly
or indirectly, with a National Association of Securities Dealers, Inc. ("NASD")
member firm or person.
Yes ________ No ________
If yes, list the affiliated member firm or person:_______________________
_________________________________________________________________________
_________________________________________________________________________
Your relationship to such member firm or person:_________________________
_________________________________________________________________________
_________________________________________________________________________
8. Entities. If the undersigned is not an individual but an entity, the
individual signing on behalf of such entity and the entity jointly and severally
agree and certify that:
(a) The undersigned was not organized for the specific purpose of
acquiring the Units; and
(b) This Agreement has been duly authorized by all necessary action
on the part of the undersigned, has been duly executed by an authorized
officer or representative of the undersigned, and is a legal, valid and
binding obligation of the undersigned enforceable in accordance with its
terms.
9. Miscellaneous.
(a) Manner in which title is to be held: (check one)
_____ Individual Ownership
_____ Joint Tenants with Right of Survivorship*
_____ Partnership*
_____ Tenants in Common*
_____ Corporation
_____ Trust
_____ Other _______________________________________________________
_____________________________________________(describe)
-------------
*Multiple signatures required.
(b) The undersigned agrees that the undersigned understands the meaning
and legal consequences of the agreements, representations and warranties
contained herein, agrees that such agreements, representations and
warranties shall survive and remain in full force and effect after the
execution hereof and payment for the Units, and further agrees to
indemnify and hold harmless the Company, each current and future officer,
director, employee, agent and shareholder from and against any and all
loss, damage or liability due to, or arising out of, a breach of any
agreement, representation or warranty of the undersigned contained herein.
(c) This Agreement shall be construed and interpreted in accordance with
Minnesota law without regard to conflict of law provisions.
(d) The undersigned agrees to furnish to the Company or the Agent, if
applicable, upon request, such additional information as may be deemed
necessary to determine the undersigned's suitability as an investor.
[NOTE: SIGNATURE PAGE FOLLOWS]
Dated: _______________________, 1998.
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Signature Signature
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Name Typed or Printed Name Typed or Printed
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Residence Address Residence Address
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City, State and Zip Code City, State and Zip Code
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Mailing Address Mailing Address
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City, State and Zip Code City, State and Zip Code
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Tax Identification or Social Tax Identification or Social
Security Number Security Number
ACCEPTANCE BY THE COMPANY
U-Ship, Inc. hereby agrees to and accepts the foregoing Subscription Agreement
to the extent of _______________ Units.
U-SHIP, INC.
By __________________________________
Xxxxx X. Xxxxxx
Its: Chief Executive Officer
