Exhibit (c)(2) to
Sch. 14D-1
DLZ CORP.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is dated as of _________________, between
DLZ CORP., a California corporation ("DLZ"), and __________ ("SUBSCRIBER"), a
shareholder of Digital Link Company, a California corporation (the "COMPANY").
BACKGROUND
A. DLZ has entered into a Merger Agreement (the "MERGER
AGREEMENT") with the Company pursuant to which DLZ will merge with and into
the Company with the Company surviving the merger as the "Surviving
Corporation." All capitalized terms not defined in this Subscription
Agreement shall have the meanings set forth in the Merger Agreement.
B. DLZ has authorized capital stock of 30,000,000 shares of
common stock, no par value, each share of which is entitled to one vote (the
"DLZ COMMON"). As of the date hereof, 1 share of DLZ Common is outstanding
and held by Xxxxxx Xxxxx.
C. In connection with the transactions contemplated by the Merger
Agreement, the parties desire that shares of DLZ COMMON be issued to the
Subscriber in consideration of the contribution of the Subscriber's shares of
the common stock, no par value per share, of the Company (the "COMPANY
SHARES") to DLZ.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the parties hereto
agree as follows:
ARTICLE I.
STOCK SUBSCRIPTION
1.1 CONTRIBUTION OF STOCK. At the Closing (as hereinafter defined), DLZ
shall deliver to the Subscriber certificates representing shares of DLZ Common
(the "SHARES") in the amounts set forth in Schedule 1.1 to this Subscription
Agreement ("SCHEDULE 1.1").
1.2 CONSIDERATION FOR SHARES. Concurrently with the issuance of DLZ
Common to be purchased by the Subscriber, the Subscriber shall deliver to DLZ in
exchange therefor certificates duly endorsed in blank or with stock powers
attached representing the number of Company Shares set forth in Schedule 1.1.
1.3 CLOSING. The delivery and transfer of DLZ Common to the Subscriber
and in exchange therefor the delivery and transfer of the shares of Company
Common by the Subscriber (the "CLOSING") shall take place immediately prior to
the Effective Time.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF DLZ
DLZ represents and warrants to the Subscriber that:
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2.1 ORGANIZATION AND AUTHORITY. DLZ is a corporation duly organized,
validly existing and in good standing under the laws of the State of California
and has all requisite corporate power and authority to enter into this
Subscription Agreement and to consummate the transactions contemplated hereby.
DLZ has all requisite corporate power and authority to issue and sell the DLZ
Common contemplated hereby and otherwise to carry out the transactions
contemplated hereby.
2.2 CAPITALIZATION. DLZ has authorized capital stock of 30,000,000
shares of DLZ Common, of which 1 share is outstanding. All of the
outstanding shares of DLZ Common shall be validly issued fully paid and
nonassessable and when delivered by DLZ at the Closing.
2.3 VALID, BINDING AGREEMENT. This Subscription Agreement is a valid and
binding agreement of DLZ, enforceable against DLZ in accordance with its terms.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber hereby represents and warrants as follows:
3.1 ACCESS TO INFORMATION. DLZ has made available to the Subscriber, for
a reasonable time prior to the date hereof, an opportunity to ask questions and
receive answers concerning the terms and conditions of the Subscriber's
investment in the DLZ Common and to obtain any additional information which DLZ
possesses or can acquire without unreasonable effort or expense, and the
Subscriber has received all additional information requested by the Subscriber.
The Subscriber has had access to such financial and other information as is
necessary in order for the Subscriber to make a fully-informed decision as to
his or her investment in DLZ Common.
3.2 NO REGISTRATION. The Subscriber has been advised that the shares of
DLZ Common have not been registered under the Securities Act of 1933, as
amended, and the rules and regulations thereunder (the "1933 ACT") and,
therefore, cannot be resold unless they are registered under the 1933 Act or
unless an exemption from registration is available.
3.3 PURCHASE FOR INVESTMENT. The Subscriber, with respect to all the
shares of DLZ Common to be purchased by the Subscriber, is purchasing the DLZ
Common for such Subscriber's own account, in each case for investment and not
with a view to, or for resale in connection with, the distribution thereof or
with any present intention of distributing or reselling any thereof.
3.4 BUSINESS AND FINANCIAL EXPERIENCE, ETC. The Subscriber has such
knowledge and experience in financial and business matters that the Subscriber
is capable of evaluating the merits and risks of Subscriber's investment in DLZ
Common and is aware that the Subscriber must bear the economic risk of such
investment for an indefinite period of time.
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3.5 TAX ADVICE. DLZ has made no warranties or representations to the
Subscriber with respect to the income tax consequences of the transactions
contemplated by this Subscription Agreement and the Subscriber is in no manner
relying on DLZ or its representatives or agents for an assessment of such tax
consequences.
ARTICLE IV.
RESTRICTIONS ON TRANSFER OF DLZ COMMON
The Subscriber hereby agrees that each outstanding certificate representing
shares of DLZ Common to be delivered at the Closing shall bear endorsements
reading substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A
REGISTRATION IS IN EFFECT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT."
ARTICLE V.
CONDITIONS TO CLOSING
5.1 SUBSCRIBER'S OBLIGATION. The Subscriber's obligation to purchase and
deliver the consideration for the shares of DLZ Common to be sold by DLZ at the
Closing is subject to the fulfillment on or prior to the Closing of the
following conditions:
5.1.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of DLZ contained in this Subscription Agreement, and those otherwise
made in writing in other documents, and letters or other statements addressed in
whole or in part to the Subscriber by or on behalf of DLZ in connection with the
transactions contemplated by this Subscription Agreement shall be true and
correct when made and at and as of the time of the Closing.
5.1.2 PERFORMANCE. DLZ shall have performed and complied with all
agreements and conditions contained in this Subscription Agreement required to
be performed or complied with by it prior to or at the Closing.
5.1.3 NO IMPEDIMENTS TO MERGER. All conditions to the Merger
shall have been satisfied or waived.
5.1.4 NO ORDERS. As of the Closing, there shall not be
outstanding any order of any court, administrative agency or governmental body
which in any way restrains or prevents the carrying out of the transactions
contemplated by this Subscription Agreement, including, without limitation, the
Transaction.
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ARTICLE VI.
MISCELLANEOUS PROVISIONS
6.1 GOVERNING LAW; AMENDMENT. This Subscription Agreement shall be
construed and enforced in accordance with the laws of the State of California.
This Subscription Agreement cannot be changed orally, and can be changed only by
an instrument in writing signed by the parties hereto.
6.2 NOTICES. All notices, statements, instructions or other documents
required to be given hereunder shall be in writing and shall be given either
personally or by mailing the same in a sealed envelope, first-class mail,
postage prepaid and either certified or registered, return receipt requested,
addressed to DLZ at its principal offices and to the Subscriber at such
Subscriber's address reflected in the stock records of DLZ. The Subscriber,
by written notice given to DLZ in accordance with this Section 6.2 may change
the address to which notices, statements, instructions or other documents are
to be sent to such Subscriber. All notices, statements, instructions and
other documents hereunder that are mailed shall be deemed to have been given
on the date of mailing. Whenever pursuant to this Subscription Agreement any
notice is required to be given by any stockholder to any other stockholder,
such stockholder may request from DLZ a list of addresses of all stockholders
of DLZ, which list shall be promptly furnished to such stockholder.
6.3 COMPLETE AGREEMENT; COUNTERPARTS. This Subscription Agreement
constitutes the entire agreement and supersedes all other agreements and
understandings, both written and oral, among the parties or any of them, with
respect to the subject matter hereof. This Subscription Agreement may be
executed by any one or more of the parties hereto in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
6.4 ASSIGNMENT. This Subscription Agreement is not assignable by the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Subscription
Agreement as of the day and year first written above.
DLZ CORP.
BY:
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Xxxxxx Xxxxx
President
SUBSCRIBER
[NAME]
BY:
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[Name]
[Title]
SCHEDULE 1.1
SHARES OF COMMON STOCK HELD BY SUBSCRIBER
