EXHIBIT 10.23
CONFIDENTIAL
Name of Subscriber Xxxxxxxxx
Number of Shares _____________________
INTELECT COMMUNICATIONS SYSTEMS LIMITED
SUBSCRIPTION AGREEMENT
THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "SHARES"), OF
INTELECT COMMUNICATIONS SYSTEMS LIMITED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THERE
ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES DESCRIBED IN SECTION 3 OF
THIS SUBSCRIPTION AGREEMENT.
IT IS IMPOSSIBLE TO FORECAST ACCURATELY THE RESULTS TO A PURCHASER FROM AN
INVESTMENT IN THE SHARES. THE PURCHASE OF SHARES INVOLVES A HIGH DEGREE OF RISK
AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF AN ENTIRE LOSS
OF THEIR INVESTMENT.
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as
of August 29, 1997, by and between INTELECT COMMUNICATIONS SYSTEMS LIMITED, a
company organized under the laws of Bermuda (the "Company") and the subscriber
whose name is set forth on the signature page hereof (the "Subscriber")
providing for the purchase and sale to the Subscriber of the amount of shares of
the Company's Common Shares, U.S. $.01 par value, as is indicated on the
signature page hereof. The Company and the Subscriber (collectively the
"Parties") hereby represent, warrant and agree as follows:
SECTION 1.
1.1. SUBSCRIPTION. The Subscriber, intending to be legally bound, hereby
irrevocably subscribes for and agrees to purchase the number of shares of Common
Shares of the Company (the "Shares") indicated on the signature page hereof, on
the terms and conditions described herein.
1.2. PURCHASE.
(a) The Subscriber delivers herewith the consideration ("Purchase
Price") required to purchase the number of Shares subscribed for
hereunder, calculated at the rate of $5.25 per Share. The Purchase Price
is being paid simultaneously herewith by delivery of same day funds in
United States dollars against counter delivery of the Shares in accordance
with the terms of the Escrow Agreement of even date herewith by and
between the Company and American Stock Transfer and Trust Company, as
Escrow Agent, substantially in the form attached as Exhibit A to this
Agreement. The Subscriber hereby
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agrees that this Subscription Agreement shall be irrevocable and shall
survive the death, dissolution, or legal incapacity of the Subscriber.
(b) Prior to the Closing Date (as hereinafter defined), the
Subscriber's funds delivered herewith will be held in escrow by the Escrow
Agent, in a segregated account ("Special Account"), pursuant to the terms
of the Escrow Agreement. The Subscriber may deliver such funds to the
Escrow Agent by wire transfer as follows:
Wire Instructions:Chase Manhattan Bank
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
ABA Routing Number: 021 000 021
For Credit to: Intelect Communications Systems Limited
Account # 000 000 000
Interest, if any, earned on all cash payments held in the Special Account
prior to the Closing Date will be paid to Subscriber, if his subscription
is rejected or the Closing does not occur as set forth herein. The
subscription payment may not be withdrawn by or on behalf of the
Subscriber.
(c) The Shares are being sold as part of an offering (the
"Offering") of 615,000 shares of the Company's Common Stock to "accredited
investors" as that term is defined in Rule 501 of Regulation D promulgated
under the Securities Act of 1933. A minimum of 615,000 shares totalling
$3,228,750 must be received before the Offering will be consummated.
Accordingly, the sale of the Shares is subject to receipt by the Company
of payment in the minimum aggregate amount of $3,228,750 for the issuance
of 615,000 shares of its Common Stock. The Company also reserves the right
to issue additional Shares if the Shares are oversubscribed.
(d) Upon receipt by the Company of the requisite payment for all
Shares to be purchased by the Subscriber whose subscriptions are accepted,
or August 29, 1997 (unless extended at the sole discretion of the Company
until September 10, 1997), whichever is the earlier to occur, herein
referred to as the "Closing Date", the Escrow Agent will deliver to the
Company, on behalf of the Subscriber, all subscription payments held by
it. The Shares subscribed for herein shall not be deemed issued to, or
owned by, the Subscriber until the Escrow Agent delivers the funds and the
Shares are issued to the Subscriber. On the Closing Date, the Company will
issue written instructions to the Company's stock transfer agent, American
Stock Transfer and Trust Company, to register the Subscriber as the owner
of the Shares and to prepare and issue share certificates to the
Subscriber for the Shares and to send such certificates promptly to the
Subscriber at the address listed on the signature page hereof.
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SECTION 2.
2.1. ACCEPTANCE OR REJECTION.
(a) The Subscriber understands and acknowledges that (i) the Company
has the unconditional right, exercisable in its sole and absolute
discretion, to accept or reject this Agreement, in whole or in part, (ii)
subscriptions need not be accepted in the order received, (iii) all
subscriptions are subject to prior sale, withdrawal, modification or
cancellation of the Offering of the Shares by the Company, (iv) no
subscription shall be valid unless and until accepted by the Company, (v)
this Agreement shall be deemed to be accepted by the Company only when it
is signed by an authorized officer of the Company on behalf of the
Company, and (vi) notwithstanding anything in this Agreement to the
contrary, the Company shall have no obligation to issue the Shares to any
person to whom the issuance of the Shares would constitute a violation of
the Securities Act of 1933 (the "Securities Act") or any state securities
laws. At Closing, the Company will issue written instructions to the
Company's transfer agent, American Stock Transfer and Trust Co., to issue
and deliver certificates representing the Shares purchased by the
Subscriber to the Subscriber promptly after the Closing at the address
indicated on the signature page hereof. This subscription is subject to
allotment before or after acceptance, provided that the Subscriber will
not be allocated less than one Share (subject to the right of the Company
to sell partial Shares to one or more consenting investors who are
otherwise qualified). If subscription for Shares is oversubscribed, the
Company will determine which subscriptions shall be accepted.
(b) In the event of rejection of this subscription, or if the sale
of the Shares is not consummated for any reason (in which event this
Agreement shall be deemed to be rejected), the Company shall promptly
thereupon cause the return of the amount, if any, received by the Company
as set forth in Section 1.2 to the Subscriber and this Agreement shall
thereafter have no force or effect.
SECTION 3
3. INVESTOR REPRESENTATIONS AND WARRANTIES. The Subscriber hereby
acknowledges, represents and warrants to, and agrees with, the Company, as
follows:
(a) GENERAL:
(i) This Agreement has been duly authorized, validly executed
and delivered on behalf of the Subscriber and is a valid and binding
agreement of the Subscriber in accordance with its terms, subject to
general principles of equity and of bankruptcy or other laws
affecting the enforcement of creditors' rights;
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(ii) The Subscriber is acquiring the Share(s) for his own
account as principal, for investment purposes only, and not with a
view to, or for, resale, distribution or fractionalization thereof,
in whole or in part and no other person has a direct or indirect
beneficial interest in such Share(s);
(iii) The Subscriber acknowledges his understanding that the
offering and sale of the Shares is intended to be exempt from
registration under the Securities Act and, in furtherance thereof,
the Subscriber represents and warrants to and agrees with the
Company as follows:
(A) The Subscriber has the financial ability to bear the
economic risk of his investment, has adequate means for
providing for his current needs and personal contingencies and
has no need for liquidity with respect to his investment in
the Company;
(B) If the Subscriber has appointed a Purchaser
Representative (as such term is defined in regulations
promulgated under the Securities Act), the Subscriber has been
advised by his Purchaser Representative as to the merits and
risks of an investment in the Company in general and the
suitability of the investment for the Subscriber in
particular;
(C) The Subscriber (together with his Purchaser
Representative, 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; and
(D) Each Purchaser Representative of the Subscriber, if
any, has disclosed to the Subscriber in writing the specific
details of any and all past, present or future relationships,
actual or contemplated between himself and the Company or any
affiliate or subsidiary of the Company.
(b) INFORMATION CONCERNING THE COMPANY: The Subscriber and his
Purchaser Representative, if any:
(i) Acknowledge that they have access to copies of (and
acknowledge that the Company has offered to provide, upon their
request, copies of) the Company's most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission ("SEC"), all
Forms 10-Q and 8-K filed thereafter, and the Company's Proxy
Statement for its 1997 Annual General Meeting as filed with the SEC
(the "Public Documents"), and he and/or his Purchaser Representative
have carefully read the Public Documents and understand and have
evaluated the risks of a purchase of Shares and the considerations
described in the Public Documents;
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and has relied solely (except as indicated in subsections (ii) and
(iii) below) on the information contained in the Public Documents;
(ii) Is familiar with the business and financial condition,
properties, operations, and prospects of the Company, all as
generally described in the Public Documents; has been given the
opportunity to ask questions of, and receive answers from, the
appropriate officers of the Company concerning the terms and
conditions of the Offering and other matters pertaining to this
investment and has asked such questions as it desires to ask and all
such questions have been answered to the full satisfaction of the
Subscriber; has been given the opportunity to obtain such additional
information (to the extent the Company possesses such information or
can acquire it without unreasonable effort or expense) necessary to
verify the accuracy of the information contained in the Public
Documents in order for him to evaluate the merits and risks of
purchase of the Shares;
(iii) Has not been furnished with any oral representation or
warranty in connection with the offering of the Shares by the
Company or any officer, employee, agent, affiliate or subsidiary,
which is not contained in this Agreement, and is relying solely on
the information contained in this Agreement and in the Public
Documents;
(iv) Understands that the purchase of the Shares involves
various risks including, but not limited to, those outlined in the
Public Documents and in this Agreement, and has determined that the
Shares are a suitable investment for him and that at this time he
could bear a complete loss of his investment;
(v) Is not relying on the Company with respect to the economic
considerations of the Subscriber related to this investment. The
Subscriber has relied on the advice of, or has consulted with, in
regard to the economic considerations related to this investment,
only his own advisors and/or those persons, if any, who served as
his Purchaser Representative;
(vi) If the Subscriber is a corporation, partnership, trust or
other entity, it is authorized and qualified to become a stockholder
in, and authorized to make its capital contributions to, the
Company, and the person signing this Agreement on behalf of such
entity has been duly authorized by such entity to do so;
(vii) Any information which the Subscriber has heretofore
represented or furnished to the Company with respect to his
financial position and business experience is correct and complete
as of the date of this Agreement and if there should be any material
change in such information he will immediately furnish such revised
or corrected information to the Company; and
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(viii) The Subscriber understands that, unless the Subscriber
notifies the Company in writing to the contrary before the Closing,
all the representations and warranties contained in this Agreement
will be deemed to have been reaffirmed and confirmed as of the
Closing, taking into account all information received by the
Subscriber.
(c) RESTRICTIONS ON TRANSFER OR SALE OF THE SHARES:
(i) The Subscriber is acquiring the Shares subscribed solely
for the Subscriber's own beneficial account, for investment
purposes, and not with a view to, or for resale in connection with,
any distribution of the Shares. The Subscriber understands that the
offer and sale of the Shares has not been registered under the
Securities Act or any state securities laws by reason of specific
exemptions under the provisions thereof which depend in part upon
the investment intent of the Subscriber and of the other
representations made by the Subscriber in this Agreement. The
Subscriber understands that the Company is relying upon the
representations, covenants and agreements contained in this
Agreement (and any supplemental information) for the purpose of
determining whether this transaction meets the requirements for such
exemptions.
(ii) The Subscriber understands that the Shares are restricted
securities under applicable federal securities laws and that the
Securities Act and the rules of the SEC provide in substance that
the Subscriber may dispose of the Shares only pursuant to an
effective registration statement under the Act or an exemption
therefrom.
(iii) The Subscriber agrees: (A) that the Subscriber will not
sell, assign, pledge, give, transfer or otherwise dispose of the
Shares or any interest therein, or make any offer or attempt to do
any of the foregoing, except pursuant to a registration of the
Shares under the Securities Act and all applicable state securities
laws or in a transaction which is exempt from the registration
provisions of the Securities Act and all applicable state securities
laws; (B) that the Company and any transfer agent for the Shares
shall not be required to give effect to any purported transfer of
any of the Shares except upon compliance with the foregoing
restrictions; and (C) that a legend in substantially the following
form will be placed on the certificates representing the Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN
WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED,
TRANSFERRED OR OTHERWISE DIS POSED OF EXCEPT IN ACCORDANCE WITH SUCH
ACT AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH
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APPLICABLE STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER SUCH
SHARES EXCEPT UPON RECEIPT OF A FAVORABLE OPINION OF ITS COUNSEL
AND/OR EVIDENCE SATISFACTORY TO THE COMPANY THAT THE REGISTRATION
PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH
REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE
ANY APPLICABLE STATE SECURITIES LAWS.
(iv) The Subscriber has not offered or sold any portion of the
subscribed for Shares and has no present intention of dividing such
Shares with others or of reselling or otherwise disposing of any
portion of such Shares either currently or after the passage of a
fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance.
SECTION 4.
4. COMPANY REPRESENTATIONS AND COVENANTS. The Company represents, warrants
and covenants to the Subscriber as follows:
(i) The Company has been duly incorporated and is validly
existing and in good standing under the laws of Bermuda, with full
corporate power and authority to own, lease and operate its
properties and to conduct its business as currently conducted, and
is duly registered and qualified to conduct its business and is in
good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration
or qualification, except where the failure so to register or qualify
does not have a material adverse effect on the condition (financial
or other), business, properties, net worth or results of operations
of the Company. The Company has registered its common shares
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is in full compliance with all
reporting requirements of the Exchange Act, and the Company's common
shares are quoted on the Nasdaq National Market (trading symbol
ICOMF);
(ii) The Shares, when issued, paid for, and delivered pursuant
to this Agreement, will be duly and validly authorized and issued,
fully paid and nonassessable, free from all encumbrances and
restrictions other than restrictions on transfer imposed by
applicable securities laws and/or this Agreement, and will not
subject the Subscribers thereof to personal liability by reason of
being such Subscribers; and
(iii) This Agreement has been duly authorized, validly
executed and delivered on behalf of the Company and is a valid and
binding agreement of the Company in accordance with its terms,
subject to general principles of equity and
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to bankruptcy or other laws affecting the enforcement of creditors'
rights generally, and the Company has full power and authority to
execute and deliver this Agreement and the other agreements and
documents contemplated hereby and to perform its obligations
hereunder and thereunder.
SECTION 5.
5. REGISTRATION RIGHTS. (a) The Company covenants and agrees to file a
registration statement on Form S-3 (the "Form S-3 Registration Statement")
providing for the resale of the Shares, and the Company will use its best
efforts to cause such Form S-3 Registration Statement to be declared effective
on or before the earlier of September 30, 1997 or two business days following
receipt of a "no-review" or similar letter from the SEC. In the event such Form
S-3 Registration Statement is not declared effective by October 15, 1997, then
if after October 15, 1997, the Company proposes to file a registration statement
or notification under the Securities Act for the primary or secondary sale of
any debt or equity security, it will give written notice at least 10 days prior
to the filing of such registration statement or notification to the Subscriber
of its intention to do so. The Company agrees that, after receiving written
notice from the Subscriber of his desire to include his Shares in such proposed
registration statement or notification within five days after the Subscriber
receives the notice from the Company, the Company shall afford the Subscriber
the opportunity to have their Shares included therein. Notwithstanding the
provisions of this Section 5(a), the Company shall have the right, at any time
after it shall have given written notice pursuant to this paragraph (whether or
not a written request for inclusion of the Shares shall be made) to elect not to
file any such proposed registration statement or notification or to withdraw the
same after the filing but prior to the effective date thereof. In no event shall
the Company be obligated to include the Shares in any registration statement or
notification under this Section 5(a) if: (i) in the written opinion of the
underwriter, the inclusion of the Shares in such registration statement or
notification would be materially detrimental to the proposed offering of debt or
equity securities pursuant to which the Company gave notice to the Subscriber
under this paragraph; or (ii) in the opinion of counsel for the Company,
concurred in by counsel for the Subscriber hereof, that the Shares are not
considered "restricted securities" within the meaning of Rule 144 promulgated
under the Securities Act and that registration under the Securities Act is
therefore not required.
(b) In connection with the filing of a registration statement,
notification, or post-effective amendment under this section, the Company
covenants and agrees:
(i) to pay all expenses of such registration statement,
notification, or post-effective amendment, including, without
limitation, printing charges, legal fees and disbursements of
counsel for the Company, blue sky expenses, accounting fees and
filing fees, but not including legal fees and disbursements of
counsel to the Subscribers and any sales commissions on Shares
offered and sold;
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(ii) to take all necessary action which may reasonably be
required in qualifying or registering the Shares included in a
registration statement, notification or post-effective amendment for
the offer and sale under the securities or blue sky laws of such
states as requested by the Subscribers; PROVIDED that the Company
shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do
business under the laws of any such jurisdiction; and
(iii) to utilize its best efforts to keep the same effective
for a period of not less than 90 nor more than 120 days.
(c) INDEMNIFICATION; CONTRIBUTION.
(i) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless the Subscriber from and against any and
all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any such registration statement or prospectus contained
therein or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages,
liabilities or expenses arise out of, or are based upon, any such
untrue statement or omission or allegation thereof based upon
information furnished in writing to the Company by the Subscribers
or on the Subscribers' behalf expressly for use therein.
(ii) INDEMNIFICATION BY SUBSCRIBER. Each Subscriber agrees to
indemnify and hold harmless, severally and not jointly, the Company,
its directors and officers and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to the Subscriber, but only
with respect to information furnished in writing by such Subscriber
or on such Subscriber's behalf expressly for use in any such
registration statement or prospectus relating to the Shares, any
amendment or supplement thereto or any preliminary prospectus, and
only in an amount not to exceed the proceeds of any Shares sold by
any such Subscriber thereunder. In case any action or proceeding
shall be brought against the Company or its directors or officers,
or any such controlling person, in respect of which indemnity may be
sought against the Subscribers, the Subscribers shall have the
rights and duties given to the Company, and the Company or its
directors or officers or such controlling person shall have the
rights and duties given to the Subscribers, by the preceding
subsection hereof.
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(iii) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any action or
proceeding (including any governmental investigation) shall be
brought or asserted against any person entitled to indemnification
under subsections (i) or (ii) above (an "Indemnified Party") in
respect of which indemnity may be sought from any party who has
agreed to provide such indemnification (an "Indemnifying Party"),
the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such
Indemnified Party, and shall assume the payment of all expenses.
Such Indemnified Party shall have the right to employ separate
counsel in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (A) the Indemnifying Party
has agreed to pay such fees and expenses or (B) the named parties to
any such action or proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that there
is a conflict of interest on the part of counsel employed by the
Indemnifying Party to represent such Indemnified Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of
the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of such action or proceeding on behalf
of such Indemnified Party; it being understood, however, that the
Indemnifying Party shall not, in connection with any one such action
or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (together
with appropriate local counsel) at any time for all such Indemnified
Parties, which firm shall be designated in writing by such
Indemnified Parties). The Indemnifying Party shall not be liable for
any settlement of any such action or proceeding effected without its
written consent, but if settled with its written consent, or if
there be a final judgment for the plaintiff in any such action or
proceeding, the Indemnifying Party shall indemnify and hold harmless
such Indemnified Parties from and against any loss or liability (to
the extent stated above) by reason of such settlement or judgment.
(iv) CONTRIBUTION. If the indemnification provided for in this
Section 5(c) is unavailable to the Indemnified Parties in respect of
any losses, claims, damages, liabilities or judgments referred to
herein, then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages,
liabilities and judgments in the following manner as between the
Company on the one hand and each Subscriber on the other, in such
proportion as is appropriate to reflect the relative fault of the
Company on the one hand and each Subscriber on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any
other relevant equitable considerations. The relative fault of the
Company on the one hand and
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of the Subscriber on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such party, and the
party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. No
person guilty of fraudulent misrepresentation (within the meaning of
subsection 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(v) SURVIVAL. The indemnity and contribution agreements
contained in this Section 5(c) shall remain operative and in full
force and effect regardless of (A) any termination of this
Agreement, (B) any investigation made by or on behalf of any
Indemnified Party or by or on behalf of the Company and (C) the
consummation of the sale or successive resale of the Shares.
SECTION 6.
6.1. PLACEMENT FEE. For its services in connection with the Offering, the
Company is paying a placement fee to America First Associates Corp. in the
amount of $225,000, $112,500 of which is payable in the form of cash from the
Offering proceeds and $112,500 of which is payable in the form of the issuance
of 21,400 shares of Company Common Shares issuable in the Offering.
6.2. MODIFICATION. Neither this Agreement nor any provisions hereof shall
be modified, discharged or terminated except by an instrument in writing signed
by the party against whom any waiver, change, discharge or termination is
sought.
6.3. NOTICES. Any notice, demand or other communication which any party
hereto may be required, or may elect, to give to anyone interested hereunder
shall be sufficiently given if deposited, postage prepaid, in a United States
mail letter box, registered or certified mail, return receipt requested, or by
overnight courier, addressed to such address as may be given herein, or
delivered personally at such address, or by facsimile:
if to the Company:
Intelect Communications Systems Limited
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Chairman and CEO
Fax: (000) 000-0000
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with a copy to:
Xxxx & Sudan, L.L.P.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Fax: (000) 000-0000
if to Subscriber, at such address as is listed on the signature page
hereto.
6.4. COUNTERPARTS. This Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all pur poses, constitute one agreement binding on all
the parties, notwithstanding that all parties are not signatories to the same
counterpart.
6.5. BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and assigns. If the
Subscriber is more than one person, the obligation of the Subscriber shall be
joint and several and the agreements, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his heirs, executors, administrators and successors.
6.6. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties, and there are no representations, covenants or other agreements
except as stated or referred to herein.
6.7. ASSIGNABILITY. This Agreement is not transferable or assignable by
the Subscriber except as may be provided herein.
6.8. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
6.9. STATE SECURITIES LAWS. The offering and sale of the Shares is
intended to be exempt from registration under the securities laws of certain
states. All subscribers must note that there are restrictions on transfer of all
Shares, as agreed upon in Section 3 of this Agreement.
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The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXX X. XXXXXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
------------------------------ /s/ XXXXX X. XXXXXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxx X. Xxxxxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:____________________ Print Name:___________________________
Title:_________________________
Residence Address:______________________________________
------------------------------------------------------
City State Zip Code
Mail Address: 1845 Xxxxxxx Xxxxxxx - 12th Floor
Dallas TX 75201
------------------------------------------------------
City State Zip Code
Telephone: 000-000-0000
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Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250.00
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(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF TEXAS ss.
ss.:
COUNTY OF DALLAS ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxx X.
Xxxxxxxxx, to me known to be the individual(s) described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) (she) (they)
executed the same as (his) (her) (their) free act and deed.
/s/ Xxxxxxx X. Xxxxxx
Notary Public
My Commission Expires:
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
--------------------------------------
Title
-----------------------------------
Notary Public
My Commission Expires:
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: __________________________
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
Fernhill Partners ______________________________________
(Print Name of Entity) (Signature)
Print Name: __________________________
By:/s/ XXXXXX XXXXXX ______________________________________
(Signature) (Signature)
Print Name: Xxxxxx Xxxxxx Print Name:___________________________
Title: Controller
Residence Address:____________________________________
______________________________________________________
City State Zip Code
Mail Address: ________________________________________
______________________________________________________
City State Zip Code
Telephone: ________________________
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number 00-0000000
Number of Shares
to be Purchased: 40,000
Total Purchase Price $ 210,000
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CALIFORNIA ss.
ss.:
COUNTY OF XXXXX xx.
On this 28 day of August, 1997, before me personally appeared Xxxxxx
Xxxxxx, to me known to be the individual(s) described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) (she) (they)
executed the same as (his) (her) (their) free act and deed.
[SEAL] /s/ Xxxxxx Xxxx
Notary Public
My Commission Expires: 1-28-2000
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER: FIFTIETH & XXXXXX SHOPPING CENTER
a Nebraska General Partnership
By: /s/ XXXXXX X. XXXXXXX
Title: Partner
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
FIFTIETH & XXXXXX SHOPPING CENTER, a ______________________________________
(Print Name of Entity) Nebraska General Partnership (Signature)
Print Name: __________________________
By: /s/ XXXXXX X. XXXXXXX ______________________________________
(Signature) (Signature)
Print Name: Xxxxxx X. Xxxxxxx Print Name:___________________________
Title:________________________
Residence Address:____________________________________
______________________________________________________
City State Zip Code
Mail Address: 00000 Xxxxxxx Xxxxxx,
Xxxxx 000 Regency One Bldg.
Omaha Nebraska 68114
City State Zip Code
Telephone: (000) 000-0000
13
Facsimile: (000) 000-0000
Tax Identification or
Social Security Number 00-000-0000
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF NEBRASKA ss.
ss.:
COUNTY OF XXXXXXX xx.
On this 28th day of August, 1997, before me personally appeared Xxxxxx X.
Xxxxxxx, Partner, to me known to be the individual(s) described in and who
executed the foregoing instrument, and duly acknowledged to me that (he) (she)
(they) executed the same as (his) (her) (their) free act and deed.
/s/ ________________________
Notary Public
My Commission Expires: _________________
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXX XXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXX XXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxx Xxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: P.O. Box 131449
Birmingham Alabama 35213
City State Zip Code
Mail Address: Same
______________________________________________________
City State Zip Code
Telephone: 000 000-0000
13
Facsimile: ________________________
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF ALABAMA ss.
ss.:
COUNTY OF XXXXXXXXX xx.
On this 2nd day of September, 1997, before me personally appeared Xxxxx
Xxxxxx, to me known to be the individual(s) described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) (she) (they)
executed the same as (his) (her) (their) free act and deed.
/s/ XXXXX XXXXXX XXXXXX
Notary Public
My Commission Expires: 4/11/98
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXXXX X. XXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXX X. XXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxxx X. Xxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 000 Xxxxx Xxxx Xxxx
Greenwich CT 06831
City State Zip Code
Mail Address: Ardsley Partners, 000 Xxxxxxxxx Xx.
Greenwich CT 06831
City State Zip Code
Telephone: 000-000-0000
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxxxx
X. Xxxxxx, to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) executed the same as
(his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2-28-1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: Xxxxxxx X. Xxxx Xx.
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXX X. XXXX XX.
(Print Name of Entity) (Signature)
Print Name: Xxxxxxx X. Xxxx Xx.
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 5534 Nacoma
Dallas Texas 75209
City State Zip Code
Mail Address: 0000 Xxxxx Xxxxxxx
Dallas Texas 75201
City State Zip Code
Telephone: (000) 000-0000
13
Facsimile: (000) 000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 20,000
Total Purchase Price $ 105,000.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF DALLAS ss.
ss.:
COUNTY OF DALLAS ss.
On this 2 day of September, 1997, before me personally appeared Xxxx Xxxx,
to me known to be the individual(s) described in and who executed the foregoing
instrument, and duly acknowledged to me that (he) (she) (they) executed the same
as (his) (her) (their) free act and deed.
/s/ XXXX XXXXX
Notary Public
My Commission Expires: 8/12/2001
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF DALLAS ss.
ss.:
COUNTY OF DALLAS ss.
On this 2 day of September, 1997, before me appeared
Xxxx Xxxx, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the President of
Gray & Co., that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] /s/ XXXXXXX X. XXXX XX.
Officer
President
Title
/s/ XXXX XXXXX
Notary Public
My Commission Expires: 8-12-2001
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXXXXXX XXXXXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXXXX XXXXXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxxxxx Xxxxxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 000 Xxxx 00xx Xx, 00X
New York New York 00000
Xxxx Xxxxx Zip Code
Mail Address: (same)
______________________________________________________
City State Zip Code
Telephone: 000-000-0000
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared
Xxxxxxxxx Xxxxxxxxx, to me known to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that (he)
executed the same as (his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2-28-1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: Xxxxxxx X. Xxxxxxxxx
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXX X. XXXXXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxxx X. Xxxxxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: Xxx Xxxxxx Xxxx Xxxxx
Greenwich CT 06830
City State Zip Code
Mail Address: Ardley Partners, 000 Xxxxxxxxx Xx
Greenwich CT 06830
City State Zip Code
Telephone: (000) 000-0000
13
Facsimile: (000) 000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 75,000
Total Purchase Price $ 393,750.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxxxx
X. Xxxxxxxxx, to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) executed the same as
(his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2/28/1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: Xxxxx X. Xxx
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXX X. XXX
(Print Name of Entity) (Signature)
Print Name: Xxxxx X. Xxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 00 Xxxxxxxx Xxxx
Darien CT 06840
City State Zip Code
Mail Address: Ardsley Partners, 000 Xxxxxxxxx Xx.
Greenwich CT 06840
City State Zip Code
Telephone: 000-000-0000
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 15,000 shares
Total Purchase Price $ 78,750.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxx X.
Xxx, to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) executed the same as
(his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2/28/1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXXXX XXXXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXX XXXXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxxx XxXxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 0 Xxxxxxxxxx Xxxxxx Xx.
Morristown NJ 07960
City State Zip Code
Mail Address: ________________________________________
______________________________________________________
City State Zip Code
Telephone: 000-000-0000
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 40,000
Total Purchase Price $ 210,000.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxxxx
XxXxxxxx, to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) executed the same as
(his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2/28/1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: __________________________
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXX XXXX XXXX III
(Print Name of Entity) (Signature)
Print Name: Xxxxx Xxxx Xxxx Iii
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: Xxxxx Xxxxxx as IRA Custodian
00 X. 00xx Xxxxxx, 00xx Floor
New York New York 10019
City State Zip Code
Mail Address: ________________________________________
______________________________________________________
City State Zip Code
Telephone: ________________________
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 37,500
Total Purchase Price $ 196,875
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF NEW YORK ss.
ss.:
COUNTY OF NEW YORK ss.
On this 29 day of August, 1997, before me personally appeared
___________________, to me known to be the individual(s) described in and who
executed the foregoing instrument, and duly acknowledged to me that (he) (she)
(they) executed the same as (his) (her) (their) free act and deed.
/s/ XXXXXXX XXXX
Notary Public
My Commission Expires: [SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: Xxxxxxx X. Xxxxxx
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXX X. XXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxxx X. Xxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 00 Xxxxxx Xx.
New Canaan CT 06840
City State Zip Code
Mail Address: Ardsley Partners, 000 Xxxxxxxxx Xx.
Greenwich CT 06830
City State Zip Code
Telephone: (000) 000-0000
13
Facsimile: (000) 000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 40,000
Total Purchase Price $ 210,000.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxxxx
X. Xxxxxx, to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) executed the same as
(his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2/28/1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER: PRIVET ROW, INC.
By: /s/ XXXX X. XXXXX
Xxxx X. Xxxxx, President
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
PRIVET ROW, INC. ______________________________________
(Print Name of Entity) (Signature)
Print Name: __________________________
By: /s/ XXXX X. XXXXX ______________________________________
(Signature) (Signature)
Print Name: Xxxx X. Xxxxx Print Name:___________________________
Title: President
Residence Address:____________________________________
______________________________________________________
City State Zip Code
Mail Address: ________________________________________
______________________________________________________
City State Zip Code
Telephone: ________________________
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number 00-000-0000
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF TEXAS ss.
ss.:
COUNTY OF TRAVIS ss.
On this 28 day of August, 1997, before me personally appeared Xxxx Xxxxx,
to me known to be the individual(s) described in and who executed the foregoing
instrument, and duly acknowledged to me that (he) (she) (they) executed the same
as (his) (her) (their) free act and deed.
/s/ XXXXXX X. XXXXXX
Notary Public
[SEAL]
My Commission Expires: 10-25-97
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF TEXAS ss.
ss.:
COUNTY OF TRAVIS ss.
On this 28 day of August, 1997, before me appeared
Xxxx Xxxxx, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the President of
Privet Row, Inc., that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] /s/ XXXX X. XXXXX
Officer
President
Title
/s/ XXXXXX X. XXXXXX
Notary Public
My Commission Expires: 10-25-97
[SEAL]
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXXXX XXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXXX XXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxxx Xxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 000 X. Xxxxxx Xxx
Englewood NJ 07631
City State Zip Code
Mail Address: ________________________________________
______________________________________________________
City State Zip Code
Telephone: (000) 000 0000
13
Facsimile: 000 000 0000
Tax Identification or
Social Security Number 000 00 0000
Number of Shares
to be Purchased: 25,000
Total Purchase Price $ 131,250
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF CONNECTICUT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 2nd day of September, 1997, before me personally appeared Xxxxxxx
Xxxxxx, to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) executed the same as
(his) free act and deed.
/s/ XXXXX X. XXXXXXXXX
Notary Public
My Commission Expires: 2/28/1998
[SEAL]
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: Xxxxxx X. Xxxxx, Individual
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXXX X. XXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxxx X. Xxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 0000 Xxxx Xxxx Xx. #0
Dallas Texas 75205
City State Zip Code
Mail Address: P.O. Box 12554
Dallas Texas 75225
City State Zip Code
Telephone: 000-000-0000
13
Facsimile: 000-000-0000
Tax Identification or
Social Security Number ###-##-####
Number of Shares
to be Purchased: 15,000 shares
Total Purchase Price $ 78,750.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF TEXAS ss.
ss.:
COUNTY OF DALLAS ss.
On this 2nd day of September, 1997, before me personally appeared
___________________, to me known to be the individual(s) described in and who
executed the foregoing instrument, and duly acknowledged to me that (he) (she)
(they) executed the same as (his) (her) (their) free act and deed.
/s/ XXXXXX WASH????
Notary Public
My Commission Expires: 7-3-00
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: TCM Partners, L.P. et al
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
TCM Partners, L.P. ______________________________________
(Print Name of Entity) (Signature)
Print Name: __________________________
By: /s/ XXXXX X. XXXXXX ______________________________________
(Signature) (Signature)
Print Name: XXXXX X. XXXXXX Print Name:___________________________
Title: General Partner
Residence Address: 000 Xxxxxxxx Xxx
Rowayton CT 06853
City State Zip Code
Mail Address: same
______________________________________________________
City State Zip Code
Telephone: 000-000-0000
13
Facsimile: 203-854-6700
Tax Identification or
Social Security Number 00-0000000
Number of Shares
to be Purchased: 150,000
Total Purchase Price $ 787,500.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF _______________ ss.
ss.:
COUNTY OF ______________ ss.
On this ___ day of _________, 19__, before me personally appeared
___________________, to me known to be the individual(s) described in and who
executed the foregoing instrument, and duly acknowledged to me that (he) (she)
(they) executed the same as (his) (her) (their) free act and deed.
/s/ ________________________
Notary Public
My Commission Expires: _________________
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF CT ss.
ss.:
COUNTY OF FAIRFIELD ss.
On this 28 day of August, 1997, before me appeared
Xxxxx Xxxxxx, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the General Partner of
TCM Partners, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] /s/ XXXXX XXXXXX
Officer
General Partner
Title
/s/ XXXXX XXXXXXXX
Notary Public
My Commission Expires: 1/31/2000
[SEAL]
15
The Company and Subscriber have executed this Subscription Agreement on
the date first above written.
THE COMPANY:
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXX X. XXXXXXX, XX.
Xxxxx X. Xxxxxxx, Xx., Vice President
SUBSCRIBER:
By: /s/ XXXXX X. XXXXXX
(Corporation, Partnership or (Individual Signatures)
Trust Signature)
______________________________ /s/ XXXXX X. XXXXXX
(Print Name of Entity) (Signature)
Print Name: Xxxxx X. Xxxxxx
By:___________________________ ______________________________________
(Signature) (Signature)
Print Name:___________________ Print Name:___________________________
Title:________________________
Residence Address: 000 Xxxx Xxx Xxxxxx
New York New York 00000
Xxxx Xxxxx Zip Code
Mail Address: 000 Xxxx Xxx Xxxxxx
New York New York 00000
Xxxx Xxxxx Zip Code
Telephone: (000) 000-0000
13
Facsimile: 000 000 0000
Tax Identification or
Social Security Number 000000000
Number of Shares
to be Purchased: 7,500
Total Purchase Price $ 37,875.00
14
(ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER)
STATE OF NEW YORK ss.
ss.:
COUNTY OF NEW YORK ss.
On this 29th day of August, 1997, before me personally appeared Xxxxx X.
Xxxxxx, to me known to be the individual(s) described in and who executed the
foregoing instrument, and duly acknowledged to me that (he) (she) (they)
executed the same as (his) (her) (their) free act and deed.
/s/ XXXXX X. XXXXXXXXXXX
Notary Public
[SEAL]
My Commission Expires: Feb 21, 1999
(ACKNOWLEDGMENT FOR CORPORATE SUBSCRIBER)
STATE OF ____________ ss.
ss.:
COUNTY OF __________ ss.
On this _____ day of ___________________, 19__, before me appeared
______________, to me personally known, who, being by me duly sworn (or
affirmed), did say and acknowledge that he is the ______________ of
________________________, that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its board of directors, and
that the execution of the said instrument is the free act and deed of said
corporation.
[SEAL] ______________________________________
Officer
______________________________________
Title
______________________________________
Notary Public
My Commission Expires: _______________
15
