Exhibit 10.4
SUBSCRIPTION AGREEMENT
TO THE BOARD OF DIRECTORS OF
OnSite Access, Inc.
RSI-OnSite Holdings LLC, a Delaware limited liability company
("Reckson"), Veritech Ventures LLC, a New York limited liability company
("Veritech") and Xxxxxx Xxxxx ("Xxxxx", and together with Reckson and Veritech,
collectively, the "Subscribers") hereby subscribe, effective upon the
consummation of the merger of OnSite Ventures, L.L.C., a Delaware limited
liability company, with and into OnSite Access, Inc., a Delaware corporation
(the "Corporation"), pursuant to that certain Agreement and Plan of Merger
between OnSite Ventures, L.L.C. and the Corporation, for 323,128 shares, 107,710
shares and 80,782 shares, respectively, of Common Stock, par value $.001 per
share, of the Corporation, in each case at a total purchase price of $.45 per
share. Upon receipt of such purchase price, the Corporation shall issue to the
Subscribers a stock certificate or certificates representing such 323,128
shares, 107,710 shares and 80,782 shares, respectively, fully paid and
non-assessable shares of Common Stock.
Each of the Subscribers hereby (i) represents and warrants
that it is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended, (ii)
acknowledges that the shares subscribed for hereby may be subject to
restrictions on transfer under state or federal securities laws or other federal
or state regulatory laws, and that such shares shall bear a legend containing
the following words:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT."
and (iii) agrees that it will transfer such shares only in compliance with such
restrictions and laws, and that the Corporation will not be required to transfer
on its books any such shares until it receives a certificate from such
transferring shareholder as to compliance with such terms.
Dated: April 16, 1999
RSI- ONSITE HOLDINGS LLC
By: Reckson Service Industries, Inc., its Sole
Member
By: /s/ Xxxxx X. Xxxxxxx
__________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
VERITECH VENTURES LLC
By: JAH Realties, L.P.
By: JLH Realty Management Services, Inc.,
its General Partner
By: /s/ Xxx Xxxxxxx
__________________________________
Name: Xxx Xxxxxxx
Title: President
XXXXXX XXXXX
By: /s/ Xxxxxx Xxxxx
______________________________________
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