PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Subscription Agreement
October 20, 2000
SUBSCRIPTION AGREEMENT made as of this 26th day of October, 2000
between xXxXxxxxxx.xxx, Inc., a Colorado corporation (the "Company") and the
undersigned (the "Subscriber").
WHEREAS, the Company desires to issue up to 300,000 shares (the
"Shares") of Common Stock, $0.001 par value per share (the "Common Stock") on
the terms and conditions hereinafter set forth and the Subscriber desires to
acquire the number of shares set forth on the signature page hereof at a
purchase price of $0.125 per share;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber
hereby subscribes for and agrees to purchase from the Company 60,000 Shares
at a price equal to $0.125 per Share, and the
Company agrees to sell such Shares to the Subscriber for said purchase
price. The purchase price is payable by certified or bank check made
payable to xXxXxxxxxx.xxx, Inc., contemporaneously with the execution and
delivery of this Subscription Agreement or by wire transfer of immediately
available funds to Bank of New York, ABA No. 000000000, for credit to: BNF
Correspondent Corp., Account No. 8900186968, for further credit to:
xXxXxxxxxx.xxx, Inc., Account No. A9-13490-1-51. The certificates for the
shares of Common Stock will be delivered by the Company within thirty (30)
days following the acceptance of the Subscribers subscription as set forth
in Article III hereof.
1.2 The Subscriber recognizes that the purchase of the Shares involves a high
degree of risk in that: (i) the Company is a development stage company with
no operating history; (ii) the Company has not generated any revenues to
date, and although it anticipates being able to generate revenues and
income in the foreseeable future, no assurances in this regard can be
given; (iii) the Company requires substantial funds in addition to the
proceeds of this private placement; (iv) an investment in the Company is
highly speculative and only investors who can afford the loss of their
entire investment should consider investing in the Company and the Shares;
(v) a Subscriber may not be able to liquidate his investment; (vi)
transferability of the Shares is extremely limited; (vii) in the event of a
dissolution, an investor could sustain the loss of his entire investment;
and (viii) management of the Company has limited experience in this
business.
1.3 The Subscriber represents that he is an "accredited investor" as such term
in defined Rule 501 of Regulation D promulgated under the Unties States
Securities Act of 1933, as amended (the "Act"), as indicated by his
responses to the Confidential Purchaser Questionnaire included as Section V
of this Agreement, and that he is able to bear the economic risk of an
investment in the Shares. 71
1.4 The Subscriber acknowledges that he has prior investment experience,
including investment in non-listed and non-registered securities
(including investments in limited partnerships), or he has employed the
services of an investment advisor, attorney or accountant to read all
of the documents furnished or made available by the Company both to him
and to all other prospective investors in the Shares and to evaluate
the merits and risks of such an investment on his behalf, and that he
recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term
Sheet and the attachments thereto (the "Offering Documents") and hereby
represents that he has been furnished by the Company during the course
of this transaction with all information regarding the Company which he
had requested or desired to know; that all documents which could be
reasonably provided have been made available for his inspection and
review; and that such information and documents have, in his opinion,
afforded the Subscriber with all of the same information that would be
provided him in a registration statement filed under the Act; that he
has been afforded the opportunity to ask questions of and receive
answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the offering, and any
additional information which he had requested.
1.6 The Subscriber acknowledges that this offering may involve tax
consequences and that the contents of the Offering Documents do not
contain tax advice or information. The Subscriber acknowledges that he
must retain his own professional advisors to evaluate the tax and other
consequences of an investment in the Shares.
1.7 The Subscriber acknowledges that his offering has not been reviewed by
the United States Securities and Exchange Commission (the "SEC")
because of the Company's representations that this is intended to be a
non-public offering pursuant to Sections 4(2) or 3(b) of the Act. The
Subscriber represents that the Shares are being purchased for his own
account, for investment and not for distribution or resale to others.
The Subscriber agrees that he will not sell or otherwise transfer such
Shares unless they are registered under the Act and qualified under
applicable state securities or "blue sky" laws or unless an exemption
from such registration and qualification requirements is available.
1.8 The Subscriber understands that the Shares have not been registered
under the Act by reason of a claimed exemption under the provisions of
the Act which depends, in part, upon his investment intention. In this
connection, the Subscriber understands that it is the position of the
SEC that the statutory basis for such exemption would not be present if
his representation merely meant that his present intention was to hold
such Shares for a short period, such as the capital gains period of tax
statutes, for a deferred sale, for a market rise, assuming that a
market develops, or for any other fixed period. The Subscriber realizes
that, in the view of the SEC, a purchase now with an intent to resell
would represent a purchase with an intent inconsistent with his
representation to the Company, and the SEC might regard such a sale or
disposition as a deferred sale to which exemptions are not available.
1.9 The Subscriber understands that there is no public market for the
Shares. The Subscriber understands that even if a public market
develops for the Shares, Rule 144 (the "Rule") promulgated under the
Act requires, among other conditions, a one year holding period prior
to the resale (in limited amounts) by non-affiliates of the Company of
securities acquired in a non-public offering without having to satisfy
the registration requirements under the Act. The Subscriber understands
that the Company makes no representation or warranty regarding its
fulfillment in the future of any reporting requirements under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or its
dissemination to the public of any current financial or other
information concerning the Company, as is required by the Rule as one
of the conditions of its availability. The Subscriber understands and
hereby acknowledges that the
Company is under no obligation to register the Shares under the Act.
The Subscriber consents that the Company may, if it desires, permit the
transfer of the Shares out of his name only when his request for
transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed
transfer results in a violation of the Act or any applicable state
"blue sky" laws (collectively "Securities Laws") and subject to the
provisions of Section 1.10 hereof. The Subscriber agrees to hold the
Company and its directors, officers and controlling persons and their
respective heirs, representatives, successors and assigns harmless and
to indemnify them against all liabilities, costs and expenses incurred
by them as a result of any misrepresentation made by him contained
herein or in the Confidential Purchaser Questionnaire or any sale or
distribution by the undersigned Subscriber in violation of any
Securities Laws.
72
1.10 (Intentionally omitted).
1.11 The Subscriber consents to the placement of a legend on any certificate
or other document evidencing the Shares of Common Stock stating that
they have not been registered under the Act or qualified under
applicable state securities or "blue sky" laws and setting forth or
referring to the restriction on transferability and sale thereof.
1.12 The Subscriber understands that the Company will review this
Subscription Agreement and the Confidential Purchaser Questionnaire and
is hereby given authority by the undersigned to call his bank or place
of employment or otherwise review the financial standing of the
Subscriber; and it is further agreed that the Company reserves the
unrestricted right to reject or limit any subscription and to close the
offer at any time.
1.13 The Subscriber hereby represents that the address of Subscriber
furnished by him at the end of this Subscription Agreement is the
undersigned's principal residence if he is an individual or its
principal business address if it is a corporation or other entity.
1.14 The Subscriber acknowledges that if he is a Registered Representative
of an NASD member firm, he must give such firm the notice required by
the NASD's Rules of Fair Practice or any applicable successor rule of
the NASD, receipt of which must be acknowledged by such firm on the
signature page hereof.
1.15 The Subscriber hereby represents that, except as set forth in the
Offering Documents, no representations or warranties have been made to
the Subscriber by the Company or any agent, employee or affiliate of
the Company and in entering into this transaction, the Subscriber is
not relying on any information, other than that contained in the
Offering Documents and the results of independent investigation by the
Subscriber.
1.16 The Subscriber acknowledges that at such time, if ever, as his Shares
of Common Stock are registered, sales of such securities will be
subject to state securities or "blue sky" laws.
1.17 The Subscriber agrees that he will purchase securities in the Company's
initial public offering only if his intent at such time is to make such
purchase for investment purposes and not with a view toward resale.
II. REPRESENTATIONS BY THE COMPANY
The Company represents and warrants to the Subscriber that prior to the
consummation of this offering and at the Closing Date:
(a) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of California and
has the corporate power to conduct the business which it
conducts and proposes to conduct.
(b) The execution, delivery and performance of this Subscription
Agreement by the Company will have been duly approved by the
Board of Directors of the Company and all other actions
required to authorize and effect the offer and sale of the
Shares and the securities contained therein will have been
duly taken and approved.
73
(c) The shares of Common Stock have been duly and validly authorized
and when issued and paid for in accordance with the terms hereof,
will be valid and binding obligations of the Company enforceable
in accordance with their respective terms.
(d) The Company has obtained, or is in the process of obtaining, all
licenses, permits and other governmental authorizations necessary
to the conduct of its business; such licenses, permits and other
governmental authorizations obtained are in full force and
effect; and the Company is in all material respects complying
therewith.
(e) The Company knows of no pending or threatened legal or
governmental proceedings to which the Company is a party which
could materially adversely affect the business, property,
financial condition, results of operations or prospects of the
Company.
(f) The Company is not in violation of or default under, nor will the
execution and delivery of this Subscription Agreement, the
issuance of the Shares and the incurrence of the obligations
herein and therein set forth and the consummation of the
transactions herein or therein contemplated, result in a
violation of, or constitute a default under, the articles of
incorporation or by-laws, in the performance or observance of any
material obligations, agreement, covenant or condition contained
in any bond, debenture, note or other evidence of indebtedness or
in any material contract, indenture, mortgage, loan agreement,
lease, joint venture or other agreement or instrument to which
the Company is a party or by which it or any of its properties
may be bound or in violation of any material order, rule,
regulation, writ, injunction, or decree of any government,
governmental instrumentality or court, domestic or foreign.
III. TERMS OF SUBSCRIPTION
3.1 The minimum subscription per subscriber shall be 40,000 Shares
at a purchase price of $0.125 per Share, provided, however,
that smaller investments may be accepted at the discretion of
the Company.
3.2 The Subscriber understands that the Company is not required to
receive any minimum amount of subscriptions before accepting
such subscriptions for investment in the Company and that
subscribers whose subscriptions are accepted first run the
risk that the Company may not raise all of the funds it is
seeking in this offering which could materially and adversely
affect the Company's ability to finance its business plan.
3.3 The Subscriber hereby authorizes and directs the Company to
deliver the Shares to be issued to such Subscriber pursuant to
this Subscription Agreement either to the residential or
business address indicated in the Purchaser Questionnaire
contained in Section 6 of this Subscription Agreement.
3.4 The Subscriber hereby authorizes and directs the Company to
return any funds for unaccepted subscriptions to the same
account from which the funds were drawn.
IV. MISCELLANEOUS
4.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, addressed to the
Company, at its registered office, 00000 Xxx Xxxxxxx Xxxx.,
Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxx,
Secretary and Chief Operating Officer, and to the Subscriber
at his address indicated on the last page of this Subscription
Agreement. Notices shall be deemed to have been given on the
date of mailing, except notices of change of address, which
shall be deemed to have been given when received.
74
4.2 This Subscription Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be
charged, and this Subscription Agreement may not be discharged
except by performance in accordance with its terms or by a
writing signed by the party to be charged.
4.3 This Subscription Agreement shall be binding upon and inure to
the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and assigns. This
Subscription 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.
4.4 Notwithstanding the place where this Subscription Agreement
may be executed by any of the parties hereto, the parties
expressly agree that all the terms and provisions hereof shall
be construed in accordance with and governed by the internal
substantive laws of the State of California without regards to
it conflicts of law or choice of law principles. The parties
hereby agree that any dispute which may arise between them
arising out of or in connection with this Subscription
Agreement shall be adjudicated before a court located in Los
Angeles County and they hereby submit to the exclusive
jurisdiction of the courts of the State of California located
in Los Angeles County, California and of the federal courts in
the Central District of California located in Los Angeles
County with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection
they now or hereafter may have respecting the venue of any
such action or proceeding brought in such a court or
respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Subscription Agreement or
any acts or omissions relating to the sale of the securities
hereunder, and consent to the service of process in any such
action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set
forth below or such other address as the undersigned shall
furnish in writing to the other.
4.5 This Subscription Agreement may be executed in counterparts,
each of which shall be an original but all of which, when
taken together, shall constitute one and the same instrument.
Upon the execution and delivery of this Subscription Agreement
by the Subscriber, this Subscription Agreement shall become a
binding obligation of the Subscriber with respect to the
purchase of the Shares as herein provided; subject, however,
to the right hereby reserved to the Company to enter into the
same agreements with other subscribers to add and/or to delete
other persons as subscribers and to accept or reject, in whole
or in part, the Subscribers subscription.
4.6 The holding of any provision of this Subscription Agreement to
be invalid or unenforceable by a court of competent
jurisdiction shall not affect any other provision of this
Subscription Agreement, which shall remain in full force and
effect.
4.7 It is agreed that a waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate, or
be construed, as a waiver of any subsequent breach by that
same party.
4.8 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and
further action as may be necessary or appropriate to carry out
the purposes and intent of this Subscription Agreement.
75
V. CONFIDENTIAL INVESTOR QUESTIONNAIRE
5.1 The Subscriber represents and warrants that he, she or it
comes within one category marked below, and that for any
category marked, he or she has truthfully set forth, where
applicable, the factual basis or reason the Subscriber comes
within that category. ALL INFORMATION IN RESPONSE TO THIS
SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned
agrees to furnish any additional information which the Company
deems necessary in order to verify the answers set forth
below.
Category A ___ The undersigned is an individual
(not a partnership, corporation, etc.)
whose individual net worth, or joint net
worth with his or her spouse, presently
exceeds $1,000,000.
Explanation. 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 less debt
secured by such property.
Category B ___ The undersigned is an individual (not
a partnership, corporation, etc.) who
had an income in excess of $200,000
in each of the two most recent years,or
joint income with his or her spouse in
excess of $300,000 in each of those
years (in each case including foreign
income, tax exempt income and full
amount of capital gains and losses
but excluding any income of other family
members and any unrealized capital
appreciation) and has a reasonable
expectation of reaching the same income
level in the current year.
Category C ___ The undersigned is a director or
executive officer of the Company which
is issuing and selling the Shares.
Category D ___ The undersigned is a bank; a savings
and loan association; insurance company;
registered investment company; registered
business development company; licensed
small business investment company("SBIC");
or employee benefit plan within the
meaning of Title 1 of ERISA and (a) the
investment decision is made by a plan
fiduciary which is either a bank,
savings and loan association, insurance
company or registered investment advisor,
or (b) the plan has total assets in excess
of $5,000,000 or is a self directed plan
with investment decisions made solely
by persons that are accredited investors.
--------------------------------------------------------------
--------------------------------------------------------------
(describe entity)
Category E ___ The undersigned is a private
business development company as defined
in Section 202(a)(22) of the Investment
Advisors Act of 1940.
Category F ___ The undersigned is either a
corporation, partnership, Massachusetts
business trust, or non-profit
organization within the meaning of
Section 501(c)(3) of the Internal
Revenue Code, in each case not formed
for the specific purpose of acquiring
the Shares and with total assets in
excess of $5,000,000.
76
--------------------------------------------------------------
--------------------------------------------------------------
(describe entity)
Category G ___ The undersigned is a trust with
total assets in excess of $5,000,000,
not formed for the specific purpose of
acqui6ng the Shares, where the purchase
is directed by a "sophisticated person"
as defined in Regulation 506(b)(2)(ii).
Category H ___ The undersigned is an entity
(other than a trust) all the equity
owners of which are "accredited
investors" within one or more of the
above categories. If relying upon this
Category alone, each equity owner must
complete a separate copy of this
Agreement.
--------------------------------------------------------------
--------------------------------------------------------------
(describe entity)
Category I ___ The undersigned is not within any
of the categories above and is therefor
not an accredited investor.
The undersigned agrees that the undersigned will notify the Company at
any time on or prior to the Closing Date in the event that the representations
and warranties in this Agreement shall cease to be true, accurate and complete.
5.2 SUITABILITY (please answer each question)
-----------
(a) For an individual Subscriber, please describe your
current employment, including the Company by which
you are employed and its principal business:
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
(b) For an individual Subscriber, please describe any
college or graduate degrees held by you:
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
77
(c) For an individual Subscriber, do you expect your
current level of income to significantly decrease
in the foreseeable future.
___ YES ___ NO
(d) For all Subscribers, please check types of prior
investments:
___ U.S. Government Securities ___ Private Placements
___ Publicly Traded Corporate Securities ___ Mutual Funds
___ Other (Describe)__________________________________________
(e) For all Subscribers, please state whether you have
participated in other private placements before:
___ YES ___ NO
(f) For all Subscribers, please indicate frequency of
such prior participation in private placements:
Public Private
Companies Companies
--------- ---------
Frequently _____ _____
Occasionally _____ _____
Never _____ _____
(g) For all Subscribers, do you have any other
investments or contingent liabilities which you
reasonably anticipate could cause you to need sudden
cash requirements in excess of cash readily available
to you.
___ YES ___ NO
(h) For all Subscribers, are you familiar with the risk
aspects and the non-liquidity of investments such as
the securities for which you seek to subscribe?
___ YES ___ NO
(i) For all Subscribers, do you understand that there is
no guarantee of financial return on this investment
and that you run the risk of losing your entire
investment?
___ YES ___ NO
(j) For trust, corporate partnership and other
institutional Subscribers, do you expect your total
assets to significantly decrease in the foreseeable
future:
___ YES ___ NO
5.3 Manner in Which Title to be Held (circle one)
--------------------------------
(a) Individual Ownership
(b) Community Property
78
(c) Joint Tenant with Right of Survivorship
(both parties must sign)
(d) Partnership*
(e) Tenants in Common
(f) Company*
(g) Trust*
(h) Other
*If Shares are being subscribed for by an entity, the
attached Certificate of Signatory must also be
completed.
5.4 NASD Affiliation:
Are you associated:(l) with an NASD member firm or (2) (please
check one):
___ YES ___ NO
If Yes, please describe:
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
(1) The NASD defines a "person associated with a member" or
"associated person of a member" as being every sole
proprietor, general or limited partner, officer, director
or branch manager of any member, or any natural person
occupying a similar status or performing similar
functions, or any natural person engaged in the investment
banking or securities business who is directly or
indirectly controlling or controlled by such member (for
example, any employee), whether or not any such person is
registered or exempt from registration with the NASD.
Thus, "person associated with a member' or "associated
person of a member' includes a sole proprietor, general or
limited partner, officer, director or branch manager of an
organization of any kind (whether a corporation,
partnership or other business entity) which itself is
either a "member" or a "person associated with a member"
or "associated person of a member." In addition, an
organization of any kind is a "person associated with a
member" or "associated person of a member" if its sole
proprietor or anyone of its general or limited partners,
officers, directors or branch managers is a "member,"
"person associated with a member' or "associated person of
a member."
(2) The NASD defines a 'member' as being any individual,
partnership, corporation or other legal entity that is a
broker or dealer admitted to membership in the NASD.
*If Subscriber is Registered Representative with an NASD
member firm, have the following acknowledgment signed
by the appropriate party:
The undersigned NASD member firm acknowledges receipt of the
notice required by Article 3, Sections 28(a) and (b) of the
Rules of Fair Practice or any successor rules or regulations.
79
Name of NASD Member Firm ____________________________________
By: (Authorized Officer) _________________________________
Date: _______________________________________________________
5.5 The undersigned is informed of the significance to the Company
of the foregoing representations and answers contained in the
Confidential Investor Questionnaire contained in this Section
6 and such answers have been provided under the assumption
that the Company will rely on them.
VI. BLUE SKY LEGENDS
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.
80
INDIVIDUAL INVESTOR SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement as of the day and year first written above.
--------------------------------------------------------------------------------
NUMBER OF SHARES ___________________ x $0.125 = $_____________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
------------------------- -------------------------
Signature Signature (if purchasing jointly)
------------------------- -------------------------
Name Typed or Printed Name Typed or Printed
------------------------- -------------------------
Address Address
------------------------- -------------------------
City, State and Zip Code City, State and Zip Code
------------------------- -------------------------
Telephone - Business Telephone - Business
------------------------- -------------------------
Telephone - Residence Telephone - Residence
------------------------- -------------------------
Facsimile - Business Facsimile - Business
------------------------- -------------------------
Facsimile - Residence Facsimile - Residence
------------------------- -------------------------
Tax ID# or Social Security Tax ID# or Social Security
Name in which Shares should be issued:
__________________________________________
Dated: __________________________
This Subscription Agreement is agreed to and accepted as of ______________, 2000
XXXXXXXXXX.XXX, INC.
-----------------------------
Name: Xxxx Xxxxxx
Title: Secretary and Chief Operating Officer
81
INDIVIDUAL INVESTOR SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement as of the day and year first written above.
--------------------------------------------------------------------------------
NUMBER OF SHARES ___________________ x $0.125 = $_____________
------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
------------------------- -------------------------
Name of Institution Number of Partners (if Applicable)
------------------------- -------------------------
Address Number of Shareholders
(if Applicable)
------------------------- -------------------------
City, State and Zip Code State of Formation
------------------------- -------------------------
Telephone Date of Formation
------------------------- -------------------------
Facsimile Tax ID# or Social Security of Institution
------------------------- -------------------------
Signature
-------------------------------------------------------
Name (Typed or Printed) of Individual Signing of Behalf of Institution
-------------------------------
Position or Title
Name in which Shares should be issued:
______________________________________________
Dated: __________________________
This Subscription Agreement is agreed to and accepted as of ______________, 2000
XXXXXXXXXX.XXX, INC.
-----------------------------
Name: Xxxx Xxxxxx
Title: Secretary and Chief Operating Officer
82
CERTIFICATE OF SIGNATORY
(To be completed if Shares are being subscribed for by an entity)
I, _______________________________, am the ___________________
of ______________________________________________ (the "Entity").
I certify that I am empowered and duly authorized by the
Entity to execute and carry out the terms of the Subscription Agreement and to
purchase and hold the Shares, and certify further that the Subscription
Agreement has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ____ day of
__________, 2000.
-----------------------
(Signature)
83
