EXHIBIT 10.1
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PLEASE PRINT:
NAME OF SUBSCRIBER: ____________________________________
SUBSCRIPTION AMOUNT: __________ UNITS
PRICE PER UNIT: $3.40
AGGREGATE PURCHASE PRICE: $________________
SUBSCRIPTION AGREEMENT
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This Subscription Agreement (this "Agreement") is being delivered to
you in connection with your investment in RedRoller Holdings, Inc., a Delaware
corporation (f/k/a Aslahan Enterprises Ltd.) whose shares of common stock, par
value $0.001 per share (the "Common Stock"), are currently quoted on the NASD's
Over The Counter Bulletin Board under the symbol "_______" ("Pubco"), a
wholly-owned subsidiary of which will acquire by merger (the "Merger") all of
the issued and outstanding capital stock and the business of RedRoller, Inc., a
Delaware corporation ("RedRoller"). Pubco is conducting a private placement (the
"Offering") of units (the "Units"), at a purchase price of $3.40 per Unit. Each
Unit shall consist of (i) four shares (the "Shares") of Common Stock and (ii) a
warrant to purchase one share of Common Stock (a "Warrant"). Each Warrant shall
be at a price of $1.70 per share for 60 months after the closing of the Merger.
Prior to the closing of the Offering, Pubco intends to reincorporate
itself as a Delaware corporation (the "Reincorporation"), change its name to
RedRoller Holdings, Inc. and apply for a corresponding change to its OTC trading
symbol.
All funds received in the Offering prior to the Closing (as defined
below) shall be held in escrow by U.S. Bank N.A. (the "Escrow Agent") and, upon
fulfillment of the other conditions precedent set forth herein, shall be
released from escrow and delivered to Pubco, at which time certificates for the
shares of Common Stock and the Warrants underlying the Units subscribed for
shall be delivered, subject to Section 6 hereof and as further described below,
to you.
1. SUBSCRIPTION AND PURCHASE PRICE
(a) Subscription. Subject to the conditions set forth in Section 2
hereof, the undersigned hereby subscribes for and agrees to purchase the number
of Units indicated above on the terms and conditions described herein. The
minimum number of Units that may be purchased is 29,412. Subscriptions for
lesser amounts may be accepted at the discretion of Pubco.
(b) Purchase of Units. The undersigned understands and acknowledges
that the purchase price to be remitted to Pubco in exchange for the Units shall
be $3.40 per Unit, for an aggregate purchase price as set forth on Page 8 hereof
(the "Aggregate Purchase Price"). The undersigned's delivery of this Agreement
to Pubco shall be accompanied by payment, to the Escrow Agent, of the Aggregate
Purchase Price, payable in United States dollars, by wire transfer of
immediately available funds. The undersigned understands and agrees that,
subject to Section 2 hereof and applicable laws, by executing this Agreement,
he, she or it is entering into a binding agreement.
2. ACCEPTANCE, OFFERING TERM AND CLOSING PROCEDURES
(a) Acceptance or Rejection. The obligation of the undersigned to
purchase the Units shall, subject to the investor accreditation process,
applicable securities laws and the closing conditions contained in Section 6
hereof, be irrevocable and the undersigned shall be legally bound to purchase
the Units subject to the terms set forth in this Agreement. The undersigned
understands and agrees that Pubco reserves the right to reject this subscription
for Units in whole or in part in any order at any time prior to the Closing if,
in its reasonable judgment, it deems such action to be in the best interest of
Pubco, notwithstanding the undersigned's prior receipt of notice of acceptance
of the undersigned's subscription. In the event of rejection of this
subscription by Pubco in accordance with this Section 2, or the sale of the
Units is not consummated by Pubco for any reason, this Agreement and any other
agreement entered into between the undersigned and Pubco relating to the
undersigned's subscription for Units shall thereafter have no force or effect,
and Pubco shall promptly return or cause to be returned to the undersigned the
Aggregate Purchase Price remitted to the Escrow Agent, without interest thereon
or deduction therefrom.
(b) Closing/Offering Term. The subscription period for the Offering
will begin as of [October 17, 2007]. The closing of the Offering (the "Closing")
will occur upon the later of: (i) receipt of acceptable subscriptions equal to
$6,000,000 (or 1,764,706 Units) or (ii) the closing of the Merger. The Offering
will terminate on October 31, 2007, unless extended without notice by Pubco and
the placement agent (the "Placement Agent") for the Offering for no more than
two 30 day periods thereafter. If Pubco elects to extend the Offering period
beyond October 31, 2007 and subscriptions for at least 1,764,706 Units have not
been received and accepted by Pubco or the closing of the Merger has not
occurred by such date, Pubco shall provide all prospective subscribers notice of
its intention to so extend the offer and provide such subscribers with the
opportunity to have all of such subscriber's funds on deposit with the Escrow
Agent returned, without interest or deduction.
3. INVESTOR'S REPRESENTATIONS AND WARRANTIES
The undersigned hereby acknowledges, agrees with and represents and
warrants to Pubco, as follows:
(a) The undersigned has full power and authority to enter into and
deliver this Agreement and to perform the obligations hereunder, and the
execution, delivery and performance of this Agreement has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding
obligation of the undersigned.
(b) The undersigned acknowledges his, her or its understanding that the
offering and sale of the Shares and Warrants comprising the Units (the
"Underlying Securities") is intended to be exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section
4(2) of the Securities Act and the provisions of Regulation D promulgated
thereunder ("Regulation D"). In furtherance thereof, the undersigned represents
and warrants to Pubco as follows:
(i) The undersigned realizes that the basis for the exemption
from registration may not be available if, notwithstanding the undersigned's
representations contained herein, the undersigned is merely acquiring the
Underlying Securities for a fixed or determinable period in the future, or for a
market rise, or for sale if the market does not rise. The undersigned does not
have any such intention.
(ii) The undersigned is acquiring the Underlying Securities
solely for the undersigned's own beneficial account, for investment purposes,
and not with view to, or resale in connection with, any distribution of the
Underlying Securities.
(iii) The undersigned has the financial ability to bear the
economic risk of his, her or its investment, has adequate means for providing
for its current needs and contingencies, and has no need for liquidity with
respect to the investment in Pubco.
(iv) The undersigned and the undersigned's attorney,
accountant, purchaser representative and/or tax advisor, if any (collectively,
"Advisors"), have received, carefully reviewed and understand the information
contained in the Confidential Private Placement Memorandum, dated October 17,
2007, together with all appendices and exhibits thereto (as such documents may
be amended or supplemented, the "Memorandum"), relating to the Offering.
(v) The undersigned (together with his, her or its Advisors,
if any) has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of the prospective investment
in the Units. If other than an individual, the undersigned also represents it
has not been organized solely for the purpose of acquiring the Units.
(c) The information in the Confidential Investor Questionnaire attached
hereto as Exhibit A and completed and executed by the undersigned is true and
accurate in all respects, and the undersigned is an "accredited investor," as
that term is defined in Rule 501(a) of Regulation D.
(d) The undersigned is not relying on Pubco or its affiliates or agents
with respect to economic considerations involved in this investment. The
undersigned has relied on the advice of, or has consulted with, only his, her or
its Advisors. Each Advisor, if any, is capable of evaluating the merits and
risks of an investment in the Units as such are described in the Memorandum, and
each Advisor, if any, has disclosed to the undersigned in writing (a copy of
which is annexed to this Agreement) the specific details of any and all past,
present or future relationships, actual or contemplated, between the Advisor and
the Placement Agent or any affiliate or sub-agent thereof.
(e) The undersigned represents, warrants and agrees that he, she or it
will not sell or otherwise transfer the Underlying Securities without
registration under the Securities Act or an exemption therefrom, and fully
understands and agrees that the undersigned must bear the economic risk of his,
her or its purchase because, among other reasons, the Underlying Securities have
not been registered under the Securities Act or under the securities laws of any
state and, therefore, cannot be resold, pledged, assigned or otherwise disposed
of unless they are subsequently registered under the Securities Act and under
the applicable securities laws of such states, or an exemption from such
registration is available. In particular, the undersigned is aware that the
Underlying Securities are "restricted securities," as such term is defined in
Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be
sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The
undersigned also understands that, except as otherwise provided in Section 4
hereof, Pubco is under no obligation to register the Underlying Securities on
his, her or its behalf or to assist them in complying with any exemption from
registration under the Securities Act or applicable state securities laws. The
undersigned understands that any sales or transfers of the Underlying Securities
are further restricted by state securities laws and the provisions of this
Agreement.
(f) The undersigned understands and agrees that the certificates for
the Underlying Securities shall bear substantially the following legend until
(i) the Shares shall have been registered under the Securities Act and
effectively disposed of in accordance with a registration statement that has
been declared effective or (ii) in the opinion of counsel for Pubco, the Shares
may be sold without registration under the Securities Act, as well as any
applicable "blue sky" or state securities laws:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
(g) No representations or warranties have been made to the undersigned
by Pubco or RedRoller, or any of their respective officers, employees, agents,
sub-agents, affiliates or subsidiaries, other than any representations of Pubco
or RedRoller contained in the Memorandum, and in subscribing for the Units the
undersigned is not relying upon any representations other than those contained
in the Memorandum.
(h) The undersigned understands and acknowledges that his, her or its
purchase of the Units is a speculative investment that involves a high degree of
risk and the potential loss of the undersigned's entire investment and has
carefully read and considered the matters set forth in the Memorandum, in
particular the matters discussed in the Section contained therein entitled "RISK
FACTORS," and, in particular, acknowledges that Pubco has a limited operating
history and, subsequent to the Merger, will be engaged in a highly-competitive
business sector.
(i) The undersigned's overall commitment to investments that are not
readily marketable is not disproportionate to the undersigned's net worth, and
an investment in the Units will not cause such overall commitment to become
excessive.
(j) Neither the U.S. Securities and Exchange Commission (the "SEC") nor
any state securities commission has approved the Underlying Securities or passed
upon or endorsed the merits of the Offering or confirmed the accuracy or
determined the adequacy of the Memorandum. The Memorandum has not been reviewed
by any federal, state or other regulatory authority. Any representation to the
contrary is a crime.
(k) The undersigned and his, her or its Advisors, if any, have had a
reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of Pubco and RedRoller concerning the offering of the
Units and the business, financial condition, results of operations and prospects
of Pubco and XxxXxxxxx, and all such questions have been answered to the full
satisfaction of the undersigned and his, her or its Advisors, if any.
(l) The undersigned is unaware of, is in no way relying on, and did not
become aware of the offering of the Units through or as a result of, any form of
general solicitation or general advertising including, without limitation, any
article, notice, advertisement or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
electronic mail over the Internet, in connection with the offering and sale of
the Units and is not subscribing for Units and did not become aware of the
offering of the Units through or as a result of any seminar or meeting to which
the undersigned was invited by, or any solicitation of a subscription by, a
person not previously known to the undersigned in connection with investments in
securities generally.
(m) The undersigned has taken no action which would give rise to any
claim by any person for brokerage commissions, finders, fees or the like
relating to this Agreement or the transactions contemplated hereby (other than
commissions to be paid by Pubco and RedRoller to the Placement Agent, its
sub-agents or as otherwise described in the Memorandum).
(n) The undersigned is not relying on Pubco, RedRoller, the Placement
Agent, or any of their respective employees, agents or sub-agents with respect
to the legal, tax, economic and related considerations of an investment in the
Units, and the undersigned has relied on the advice of, or has consulted with,
only his, her or its own Advisors.
(o) The undersigned acknowledges that any estimates or forward-looking
statements or projections included in the Memorandum were prepared by the future
management of Pubco in good faith, but that the attainment of any such
projections, estimates or forward-looking statements cannot be guaranteed by
Pubco, RedRoller or their respective management and should not be relied upon.
(p) No oral or written representations have been made, or oral or
written information furnished, to the undersigned or his, her or its Advisors,
if any, in connection with the offering of the Units which are in any way
inconsistent with the information contained in the Memorandum.
(q) The undersigned's substantive relationship with the Placement Agent
or sub-agents through which the undersigned is subscribing for Units predates
the Placement Agent's or such sub-agents' contact with the undersigned regarding
an investment in the Units.
(r) (For ERISA plans only) The fiduciary of the ERISA plan (the "Plan")
represents that such fiduciary has been informed of and understands Pubco's
investment objectives, policies and strategies, and that the decision to invest
"plan assets" (as such term is defined in ERISA) in Pubco is consistent with the
provisions of ERISA that require diversification of plan assets and impose other
fiduciary responsibilities. The subscriber or Plan fiduciary (a) is responsible
for the decision to invest in Pubco; (b) is independent of Pubco and any of its
affiliates; (c) is qualified to make such investment decision; and (d) in making
such decision, the subscriber or Plan fiduciary has not relied primarily on any
advice or recommendation of Pubco or any of its affiliates or its agents.
4. REGISTRATION RIGHTS
The undersigned shall have registration rights with respect to the
Shares issued and held of record by the undersigned and the shares of Common
Stock underlying the Warrants, as set forth in greater detail in the
Registration Rights Agreement (the "Registration Rights Agreement") attached
hereto as Exhibit B.
5. XXXXXXX XXXXXXX PROHIBITION; INDEMNITY; ESCROW RELEASE
(a) Until the filing by Pubco of a current report on Form 8-K with the
SEC describing the Merger and the Offering, the undersigned hereby agrees to (i)
refrain from (A) engaging in any transactions with respect to the capital stock
of Pubco or securities exercisable or convertible into or exchangeable for any
shares of capital stock of Pubco, and (B) entering into any transaction which
would have the same effect, or entering into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the capital stock of Pubco and (ii) indemnify and
hold harmless Pubco, the Placement Agent, and their respective officers and
directors, employees, agents, sub-agents and affiliates and each other person,
if any, who controls any of the foregoing, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any violation of this Section 5 by the undersigned.
(b) The undersigned agrees to indemnify and hold harmless Pubco, the
Placement Agent, the Escrow Agent and their respective officers and directors,
employees, agents, sub-agents and affiliates and
each other person, if any, who controls any of the foregoing, against any loss,
liability, claim, damage and expense whatsoever (including, but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending against any litigation commenced or threatened or any claim
whatsoever) arising out of or based upon any false representation or warranty by
the undersigned, or the undersigned's breach of, or failure to comply with, any
covenant or agreement made by the undersigned herein or in any other document
furnished by the undersigned to Pubco, the Placement Agent, the Escrow Agent and
their respective officers and directors, employees, agents, sub-agents and
affiliates and each other person, if any, who controls any of the foregoing in
connection with the Offering.
(c) The subscriber acknowledges that the Placement Agent may act on
behalf of the subscribers, solely for the sake of convenience, in connection
with confirmation to the Escrow Agent that the Closing has occurred and thereby
direct the Escrow Agent to disburse the subscription funds held in escrow to
Pubco at such time.
6. CONDITIONS TO ACCEPTANCE OF SUBSCRIPTION
Pubco's right to accept the subscription of the undersigned is
conditioned upon satisfaction of the following conditions precedent on or before
the date Pubco accepts such subscription (any or all of which may be waived by
the undersigned in his, her or its sole discretion):
(a) On the date of the Closing, no legal action, suit or proceeding
shall be pending which seeks to restrain or prohibit the transactions
contemplated by this Agreement.
(b) The closing of the Merger shall occur concurrently with or prior to
the acceptance of this subscription.
7. NOTICES TO SUBSCRIBERS
(a) THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND
SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
(b) THE UNDERLYING SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
(c) THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS OFFERING
HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF THE SECURITIES IS EXEMPT FROM QUALIFICATION BY
SECTION 25000, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
8. MISCELLANEOUS PROVISIONS
(a) Confidential Information. The subscriber agrees that no portion of
the Confidential Information (as defined below) shall be disclosed to third
parties, except as may be required by law, without the prior express written
consent of Pubco; PROVIDED, HOWEVER, that the subscriber may share such
information with such of its officers and professional advisors as may need to
know such information to assist the subscriber in its evaluation thereof on the
condition that such parties agree to be bound by the terms hereof. "Confidential
Information" means the existence and terms of this Agreement, the transactions
contemplated hereby, and the disclosures and other information contained herein
or in the Memorandum, excluding any disclosures or other information that are
publicly available.
(b) Modification. Neither this Agreement, nor any provisions hereof,
shall be waived, modified, discharged or terminated except by an instrument in
writing signed by the party against whom any waiver, modification, discharge or
termination is sought.
(b) Survival. The undersigned's representations and warranties made in
this Agreement shall survive the execution and delivery of this Agreement and
the delivery of the Underlying Securities.
(c) Notices. Any party may send any notice, request, demand, claim or
other communication hereunder to the undersigned at the address set forth on the
signature page of this Agreement or to Pubco at the address set forth above
using any means (including personal delivery, expedited courier, messenger
service, fax, ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication will be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any party
may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other parties written
notice in the manner herein set forth.
(d) Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon, and inure to the benefit of, the parties to this
Agreement and their heirs, executors, administrators, successors, legal
representatives and permitted assigns. If the undersigned is more than one
person or entity, the obligation of the undersigned shall be joint and several
and the agreements, representations, warranties and acknowledgments contained
herein shall be deemed to be made by, and be binding upon, each such person or
entity and his or its heirs, executors, administrators, successors, legal
representatives and permitted assigns. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them, as to the subject matter hereof.
(e) Assignability. This Agreement is not transferable or assignable by
the undersigned.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles.
(g) 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.
(h) Further Assurances. Each of the parties shall execute such
documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations, or other actions by, or
giving any notices to, or making any filings with, any governmental authority or
any other
person) as may be reasonably required or desirable to carry out or to perform
the provisions of this Agreement.
(i) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
[REMAINDER OF XXXX LEFT INTENTIONALLY BLANK - SIGNATURE PAGES FOLLOW]
ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
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IN WITNESS WHEREOF, the undersigned has executed this Agreement on the ___
day of ____________ 2007.
____________________ x $3.40 for each Unit = $_______________________
Units subscribed for Aggregate Purchase Price
Manner in which title is to be held (please check one):
1. __ Individual 7. __ Trust/Estate/Pension or Profit
sharing Plan Date Opened:______
2. __ Joint Tenants with Right of 8. __ As a Custodian for
Survivorship _______________________________
Under the Uniform Gift to
Minors Act of the State of
_______________________________
3. __ Community Property 9. __ Married with Separate Property
4. __ Tenants in Common 10. __ Xxxxx
5. __ Corporation/Partnership/Limited 11. __ Tenants by the Entirety
Liability Company
6. __ IRA
IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 10.
SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 11.
EXECUTION BY NATURAL PERSONS
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Exact Name in Which Title is to be Held
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Name (Please Print) Name of Additional Purchaser
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Residence: Number and Street Address of Additional Purchaser
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City, State and Zip Code City, State and Zip Code
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Social Security Number Social Security Number
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Telephone Number Telephone Number
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Fax Number (if available) Fax Number (if available)
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E-Mail (if available) E-Mail (if available)
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(Signature) (Signature of Additional Purchaser)
ACCEPTED this __ day of _________ 2007, on behalf of Pubco.
By:
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Name:
Title:
EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY
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(Corporation, Partnership, LLC, Trust, Etc.)
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Name of Entity (Please Print)
Date of Incorporation or Organization: _______________________________________
State of Principal Office: ___________________________________________________
Federal Taxpayer Identification Number: _____________________________________
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Office Address
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City, State and Zip Code
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Telephone Number
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Fax Number (if available)
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E-Mail (if available)
By: _________________________
Name:
Title:
ACCEPTED this ___ day of _________ 2007, on behalf of Pubco.
By: ____________________________
Name:
Title:
