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SUBSCRIPTION AGREEMENT
FOR
OBJECTIVE COMMUNICATIONS, INC.
INSTRUCTIONS
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING
SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS AGREEMENT
1. FILL IN MISSING INFORMATION ON PAGES 1 AND 10.
2. COMPLETE AND SIGN BOTH COPIES OF THE SUBSCRIPTION AGREEMENT SIGNATURE
PAGES ON PAGE 10.
3. IF THE INVESTOR IS NOT A NATURAL PERSON OR PERSONS, COMPLETE AND SIGN
BOTH COPIES OF THE CERTIFICATE OF SIGNATORY ON PAGE 11.
4. SIGN AND DATE ONE COPY OF THE STOCK POWER ON PAGE 12. PLEASE HAVE YOUR
SIGNATURE MEDALLION GUARANTEED.
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Print Name of Subscriber
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SUBSCRIPTION AGREEMENT
Objective Communications, Inc.
00 Xxxxxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxxxxx 00000
Ladies and Gentlemen:
1. AGREEMENT TO PURCHASE.
1.1 SUBSCRIPTION. I (sometimes referred to herein as the "Investor")
hereby subscribe for and agree to purchase $_______ of Units (as defined below)
of Objective Communications, Inc. ("Company"), a Delaware corporation, at a
purchase price of $100,000 per Unit, on the terms and conditions described
herein and in the Confidential Term Sheet, dated January 25, 1999, together with
all exhibits and any supplements (collectively, the "Term Sheet").
1.2 PAYMENT. I hereby tender to the Company cash or a check made payable
to the order of "Southeast Research Partners, Inc.--OCOM Special Account" in the
amount indicated above, two manually executed copies of this Subscription
Agreement, an executed copy of my Confidential Purchaser Questionnaire and an
executed copy of my NASD Questionnaire.
1.3 ACCEPTANCE OR REJECTION OF SUBSCRIPTION. The Company and Southeast
Research Partners, Inc. ("SERP") have the right to reject this subscription for
Units, in whole or in part for any reason and at any time prior to the Closing
(as defined in Section 4 below), notwithstanding prior receipt by me of notice
of acceptance of my subscription. In the event of the rejection of this
subscription, my subscription payment will be promptly returned to me without
interest or deduction and this Subscription Agreement shall have no force or
effect. The Company may accept this Subscription Agreement at any time for all
or any portion of the Units subscribed for by executing a copy hereof as
provided and notifying me within a reasonable time thereafter. In the event my
subscription is accepted and there is a Closing, my subscription proceeds shall
be released to the Company.
2. DESCRIPTION OF UNITS. Each Unit consists of a $100,000 principal amount
promissory note ("Note(s)") and 40,000 shares ("Shares") of common stock, par
value $.01 per share ("Common Stock"), of the Company.
3. THE OFFERING.
3.1 PLACEMENT AGENT. SERP is acting as the exclusive placement agent for
the offering to which the Term Sheet relates ("Offering") on a "best efforts -
$1,000,000 minimum, $2,850,000 maximum" basis.
3.2 OFFERING PERIOD. The Offering will continue until February 12, 1999
unless such date is extended, without notice to the Investor, by mutual consent
of SERP and the Company, to a date not later than February 26, 1999
("Termination Date"). Prior to the earlier of
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a Closing (as defined in Section 4 hereof) or the Termination Date, my cash or
check delivered herewith will be held by SERP in a segregated, non-interest
bearing bank account subject to the terms and conditions herein. If
subscriptions for at least 10 Units are not received and accepted by the
Company by the Termination Date, my payment will be returned to me without
interest or deduction.
4. CLOSING AND DELIVERY OF UNITS. An initial closing ("Initial Closing")
may occur at the offices of GM&M at any time prior to the Termination Date and
after the sale by the Company of at least 10 Units, as determined jointly by the
Company and SERP. The Offering will continue until the earlier of (i) the sale
of the maximum number of Units being offered by the Company or (ii) the
Termination Date. After the Initial Closing, subsequent closings with respect to
the sale of additional Units may take place at any time prior to the Termination
Date (each such closing, together with the Initial Closing, being referred to as
the "Closing"). The Units subscribed for herein shall not be deemed issued to or
owned by me until two copies of this Subscription Agreement have been executed
by me and countersigned by the Company and the Closing has occurred. At the
Closing, my Note shall be delivered to Xxxxxxxx Xxxxxx & Xxxxxx ("GM&M"), as
custodian, to be held for my benefit until the consummation of the public
offering contemplated by the letter of intent, dated January 14, 1999 ("Letter
of Intent"), between the Company and SERP ("SERP Offering") or such earlier time
as I may request its delivery to me, and my Shares shall be deposited in my
account at SERP.
5. REGISTRATION RIGHTS; LOCK-UP.
5.1 "PIGGYBACK" ON SERP OFFERING REGISTRATION; LOCK-UP. The Company
shall register the re-offer and resale by the holders thereof pursuant to the
registration statement to be filed by the Company in connection with the SERP
Offering; provided, however, the undersigned agrees that, if the foregoing
registration statement is declared effective, he shall not sell or offer to sell
any Shares for a period of 180 days from the effective date of such registration
statement ("Holding Period") without the consent of SERP. The Company shall keep
the registration statement effective and current until all of the Shares
registered thereunder are sold or may be sold without any limitation under an
appropriate exemption under the Securities Act of 1933, as amended ("Securities
Act"). The Company shall bear all expenses and pay all fees incurred in
connection with the filing and modification or amendment of the registration
statement to be filed in connection with the SERP Offering, exclusive of (i)
underwriting discounts and commissions payable in respect of the sale of the
Shares, (ii) any fees or disbursements of any counsel to the holders of the
Shares, (iii) any transfer taxes and documentary stamp taxes, if any, relating
to the sale and disposition of the Shares by the holders, and (iv) any fees and
expenses required to be paid by the holders under applicable state securities
laws.
5.2 "PIGGYBACK" ON OTHER COMPANY REGISTRATIONS. So long as the Shares
are not included in a current and effective registration statement, the holders
shall have the right to "piggyback" the Shares on each registration statement
filed by the Company during the two year period following the Initial Closing
(except registration statements filed on Form S-4 and Form S-8); provided,
however, that this subparagraph (e) shall not apply to any Shares if such Shares
may then be sold within a three-month period under Rule 144, assuming the
holder's compliance with the provisions of such Rule, and the Company delivers
an opinion of counsel to that effect to the transfer agent; and provided,
further, that if the offering (other than the SERP Offering) with respect to
which a registration statement is filed is managed by an independent
underwriter, then (i) if in the reasonable judgment of the managing underwriter,
which shall be evidenced by a writing
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delivered to such holder, the sale of the Shares in connection with the
proposed offering would have a material adverse effect on the offering, the
holder shall not sell his Shares under such registration statement until 90
days after the effective date of such registration statement, and (ii) if
shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) are to be registered for the benefit of any other
selling security holder ("Selling Holder"), the holder shall be entitled to
sell immediately under such registration statement a percentage of the total
number of Shares owned by him equal to the highest percentage of the Common
Stock (or Common Stock equivalents) to be sold under such registration
statement (vis-a-vis the total number of shares of Common Stock or Common Stock
equivalents owned) by any such Selling Holder, with the holder being entitled
to sell the balance of his Shares under such registration statement commencing
90 days after the effective date of the registration statement. The Company
shall give the holder three weeks' notice of the intended filing date of any
registration statement, other than a registration statement filed on Form S-4
or Form S-8, and the holder shall have two weeks after receipt of such notice
to notify the Company of his intent to include Shares in the registration
statement. The Company shall keep any registration statement onto which the
holder has "piggybacked" his Shares current and effective for a period up to
180 days from the date on which the holder is first entitled to sell the total
number of his Shares registered thereunder. The Company shall bear all
expenses and pay all fees incurred in connection with the filing and
modification or amendment of any such registration statement, exclusive of (i)
underwriting discounts and commissions payable in respect of the sale of the
Shares, (ii) any fees or disbursements of any counsel to SERP or the holders of
the Shares, except that the Company will pay up to $10,000 for the reasonable
fees, and pay the reasonable expenses, of one special counsel, if any, to the
holders of the Shares, (iii) any transfer taxes and documentary stamp taxes, if
any, relating to the sale and disposition of the Shares by the holders, and
(iv) any fees and expenses required to be paid by the holders under applicable
state securities laws. Until further notice from a majority of the holders of
the Shares or from GM&M, GM&M shall be the special counsel to the holders
referenced to in the preceding sentence. The Company shall pay the cost of
providing a reasonable number of copies of the prospectus contained in such
registration statement to the holders. SERP is a third-party beneficiary of
this Section and this Section may not be modified or amended without the prior
written agreement of SERP.
5.3 NASDAQ AND NASDR REQUIREMENTS. Notwithstanding the foregoing, I
acknowledge and agree that, if necessary to clear the SERP Offering with the
Nasdaq Stock Market and/or NASD Regulation, Inc., and with SERP's consent, (i)
the Holding Period may be made unconditional and absolute and extended for up to
eighteen (18) additional months (i.e., 24 months after the effective date of the
registration statement to be filed in connection with SERP Offering), (ii) the
Shares may be excluded or withdrawn from the Company's registration statement to
be filed in connection with the SERP Offering, and (iii) some or all of my
Shares may be returned to the Company and canceled. I hereby give power and
authority to SERP, through their respective agents and employees, to effect such
transfers. In addition, I have executed the stock power on page 11 hereof in
favor of SERP in order to facilitate such transfer.
5.4 INDEMNIFICATION BY COMPANY.
(a) The Company shall indemnify the registered holder(s) of the
Shares to be sold pursuant to any registration statement hereunder, the officers
and directors of each holder and each person, if any, who controls such holders
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") or any state
securities law or regulation, against all loss, claim, damage, expense or
liability
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(including all reasonable attorneys' fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever
incurred by the indemnified party in any action or proceeding between the
indemnitor and indemnified party or between the indemnified party and any third
party or otherwise) to which any of them may become subject under the
Securities Act, the Exchange Act or any other statute or at common law or
otherwise under the laws of foreign countries, arising from such registration
statement or based upon any untrue statement or alleged untrue statement of a
material fact contained in (i) any preliminary prospectus, the registration
statement or prospectus (as from time to time each may be amended and
supplemented); (ii) any post-effective amendment or amendments or any new
registration statement and prospectus in which the Shares are included; or
(iii) any application or other document or written communication (collectively
called "application") executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Shares
under the securities laws thereof or filed with the Securities and Exchange
Commission, any state securities commission or agency, Nasdaq or any securities
exchange; or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, unless
such statement or omission is made in reliance upon, and in conformity with,
written information furnished to the Company by and with respect to such
registered holders ("Purchaser Information") expressly for use in any
preliminary prospectus, the Registration Statement or prospectus, or any
amendment or supplement thereof, or in any application, as the case may be. The
Company agrees promptly to notify such registered holders of the commencement
of any litigation or proceedings against the Company or any of its officers,
directors or controlling persons in connection with the issue and sale or
resale of the Shares or in connection with the registration statement or
prospectus.
(b) Promptly after receipt by an indemnified party under this
Section 5.4 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 5.4, notify in writing the indemnifying party of the
commencement thereof; and the omission so to notify the indemnifying party will
relieve the indemnifying party from any liability under this Section 5.4 as to
the particular item for which indemnification is then being sought, but not from
any other liability that it may have to any indemnified party. In case any such
action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may wish, jointly with any other
indemnifying party, similarly notified, to assume the defense thereof, with
counsel who shall be selected by the indemnifying party and reasonably
satisfactory to the indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
under this Section 5.4 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. Any such indemnifying party shall not be
liable to any such indemnified party on account of any settlement of any claim
or action effected without the consent of such indemnifying party.
5.5 SUCCESSORS AND ASSIGNS. The registration rights granted to the
holders inure to the benefit of all the holders' successors, heirs, pledgees,
assignees, transferees and purchasers of the Shares, as the case may be.
6. INVESTOR REPRESENTATIONS AND WARRANTIES. I acknowledge, represent and
warrant to, and agree with the Company as follows (and SERP may rely thereon as
a third-party beneficiary
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thereof) as of the date hereof and as of the date, if any, on which I convert
the Note into shares of Common Stock:
(a) I acknowledge receipt of the Term Sheet and
all exhibits listed therein and represent that I have carefully reviewed and
understand the Term Sheet and its exhibits.
(b) I am aware that my investment involves a high
degree of risk, and I have read and fully understand the Term Sheet, including
the section entitled "Risk Factors."
(c) I acknowledge and am aware that there is no
assurance as to the future performance of the Company.
(d) I acknowledge that, notwithstanding the
Company's commitment herein, there can be no assurance that the Company will
file any registration statement for the securities I am purchasing, that such
registration statement, if filed, will be declared effective or, if declared
effective, that the Company will be able to keep it effective until I sell the
securities registered thereon.
(e) I am purchasing the Units for my own account
for investment and not with a view to or for sale in connection with the
distribution of the Units, nor with any present intention of selling or
otherwise disposing of all or any part of the Units. I understand that there
is no market at present and there is not expected to be any market in the
future for the Units or the Notes and Shares included in the Units. I agree
that (i) the purchase of the Units is a long-term investment, (ii) I may have
to bear the economic risk of investment for an indefinite period of time
because neither the Units, nor the Notes or the Shares have been registered
under the Securities Act and, notwithstanding the Company's commitment herein,
such securities may not be registered, and cannot be resold, pledged, assigned,
or otherwise disposed of or transferred unless they are subsequently registered
under the Securities Act and applicable state securities laws or an exemption
from such registration is available. I understand that the Company is under no
obligation to register the Units or Notes and, except as set forth herein, the
Company is under no obligation to register the Shares, or to assist me in
complying with any exemption from such registration under the Securities Act or
any state securities laws. I hereby authorize the Company to place a legend
denoting the restrictions on the Notes and the Shares to be issued.
(f) I recognize that the Units, as an investment,
involve a high degree of risk including, but not limited to, the risk of
economic losses from operations of the Company and the total loss of my
investment. I believe that the investment in the Units is suitable for me
based upon my investment objectives and financial needs, and I have adequate
means for providing for my current financial needs and contingencies and have
no need for liquidity with respect to my investment in the Company.
(g) I have been given access to full and complete
information regarding the Company and have utilized such access to my
satisfaction for the purpose of obtaining information in addition to, or
verifying information included in, the Term Sheet and exhibits thereto, and I
have either met with or been given reasonable opportunity to meet with officers
of the Company for the purpose of asking questions of, and receiving answers
from, such officers concerning the terms and conditions of the offering of the
Units and the business and operations of the Company and to obtain any
additional information, to the extent reasonably available. I have received
all information and materials regarding the Company that I have requested.
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(h) I have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Units and have obtained, in my judgment,
sufficient information from the Company to evaluate the merits and risks of an
investment in the Company. I have not utilized any person as my purchaser
representative as defined in Regulation D promulgated by the Securities and
Exchange Commission pursuant to the Securities Act in connection with
evaluating such merits and risks.
(i) I have relied solely upon my own
investigation in making a decision to invest in the Company and I have
independently evaluated the risks of purchasing the Units.
(j) I have received no representation or warranty
from the Company or SERP or any of their respective officers, directors,
employees or agents in respect of my investment in the Company and I have
received no information (written or otherwise) from them relating to the
Company or its business other than as set forth in the Term Sheet. I am not
participating in the offer as a result of or subsequent to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television, radio or the
internet or (ii) any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising.
(k) I have had full opportunity to ask questions
and to receive satisfactory answers concerning the offering and other matters
pertaining to my investment and all such questions have been answered to my
full satisfaction. In addition, as required by Section 517.061(11)(a)(3),
Florida Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident
I may have, at the offices of the Company, at any reasonable hour, after
reasonable notice, access to the materials set forth in the Rule that the
Company can obtain without unreasonable effort or expense.
(l) I am an "accredited investor" as defined in
Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. I
understand that because the Offering is limited to "accredited investors," the
Units are being sold without registration under the Securities Act in reliance
upon the exemption contained in Sections 3(b), 4(2) or 4(6) of the Securities
Act and applicable state securities laws.
(m) I understand that (i) none of the Units or
the Notes or the Shares included in the Units have been registered under the
Securities Act, or the securities laws of certain states in reliance on
specific exemptions from registration, (ii) no securities administrator of any
state or the federal government has recommended or endorsed the Offering or
made any finding or determination relating to the fairness of an investment in
the Company, and (iii) the Company is relying on my representations and
agreements for the purpose of determining whether this transaction meets the
requirements of the exemptions afforded by the Securities Act and certain state
securities laws.
(n) I have been urged to seek independent advice
from my professional advisors relating to the suitability of an investment in
the Company in view of my overall financial needs and with respect to the legal
and tax implications of such investment.
(o) If the Investor is a corporation, company,
trust, employee benefit plan, individual retirement account, Xxxxx Plan, or
other tax-exempt entity, it is authorized and qualified
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to become an Investor in the Company and the person signing this Subscription
Agreement on behalf of such entity has been duly authorized by such entity to
do so.
(p) I hereby acknowledge and am aware that except
for any rescission rights that may be provided under applicable laws, I am not
entitled to cancel, terminate or revoke this subscription, and any agreements
made in connection herewith shall survive my death or disability.
7. INDEMNIFICATION BY INVESTOR. I hereby agree to indemnify and hold
harmless the Company and SERP, as Placement Agent, their respective officers,
directors, shareholders, employees, agents, and attorneys against any and all
losses, claims, demands, liabilities, and expenses (including reasonable legal
or other expenses, including reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever incurred by the indemnified party in any action or proceeding between
the indemnitor and indemnified party or between the indemnified party and any
third party or otherwise) incurred by each such person in connection with
defending or investigating any such claims or liabilities, whether or not
resulting in any liability to such person, to which any such indemnified party
may become subject under the Securities Act, under any other statute, at common
law or otherwise, insofar as such losses, claims, demands, liabilities and
expenses arise out of or are based upon (a) any untrue statement or alleged
untrue statement of a material fact made by me and contained in this
Subscription Agreement or my Purchaser Questionnaire, (b) any breach by me of
any representation, warranty, or agreement made by me contained herein, or (c)
any misstatement or omission in my Purchaser Information. I agree to notify the
Company and SERP promptly of any action or proceedings to which I am a party in
which an allegation is made relating to or involving any such untrue statement
or alleged untrue statement, breach or misstatement or omission. SERP is a
third-party beneficiary of this Section and this Section may not be modified or
amended without the prior written agreement of SERP.
8. GOVERNING LAW AND JURISDICTION. This Subscription Agreement will be
deemed to have been made and delivered in New York City and will be governed as
to validity, interpretation, construction, effect and in all other respects by
the internal laws of the State of New York. The Company and the Investor each
hereby (i) agrees that any legal suit, action or proceeding arising out of or
relating to this Subscription Agreement shall be instituted exclusively in New
York State Supreme Court, County of New York, or in the United States District
Court for the Southern District of New York, (ii) waives any objection to the
venue of any such suit, action or proceeding and the right to assert that such
forum is not a convenient forum for such suit, action or proceeding, and (iii)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding and the Company
further agrees to accept and acknowledge service or any and all process that may
be served in any such suit, action or proceeding in New York State Supreme
Court, County of New York or in the United States District Court for the
Southern District of New York and agrees that service of process upon it mailed
by certified mail to its address shall be deemed in every respect effective
service of process upon it in any suit, action or proceeding.
9. MISCELLANEOUS.
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9.1 SEVERABILITY; REMEDIES. In the event any parts of this Subscription
Agreement are found to be void, the remaining provisions of this Subscription
Agreement shall nevertheless be binding with the same effect as though the void
parts were deleted.
9.2 COUNTERPARTS. This Subscription Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile signature.
9.3 BENEFIT. This Subscription Agreement shall be binding upon and inure
to the benefit of the parties hereto (and SERP to the extent it is a third-party
beneficiary hereof) and their respective heirs, executors, personal
representatives, successors and assigns. SERP shall be deemed to be a
third-party beneficiary with respect to any sections hereof that so state or
that otherwise indicate that SERP would be entitled to rely on the
representations, warranties or covenants made by me therein.
9.4 NOTICES. All notices, offers, acceptance and any other acts under
this Subscription Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by overnight
courier service, by confirmed facsimile or, if mailed, postage prepaid, by
certified mail, (return receipt requested), and shall be effective three days
after being placed in the mail if mailed, or upon receipt or refusal of receipt,
if delivered personally or by courier or confirmed telecopy, in each case
addressed to a party. The addresses for such communications shall be:
Investor: At the address designated on the signature
page of this Subscription Agreement.
The Company: Objective Communications, Inc.
00 Xxxxxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx,
Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
In either case,
with a copy to: Shaw, Pittman, Xxxxx & Xxxxxxxxxx
0000 Xxxx Xxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
and
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In either case,
with a copy to: Xxxxxxxx Mollen & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address as any of them, by notice to the others may designate
from time to time.
9.5 ORAL EVIDENCE. This Subscription Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior oral and written agreements between the parties hereto with
respect to the subject matter hereof. This Subscription Agreement may not be
changed, waived, discharged, or terminated orally but, rather, only by a
statement in writing signed by the party or parties against which enforcement or
the change, waiver, discharge or termination is sought.
9.6 SECTION HEADINGS. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Subscription Agreement.
9.7 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENTS. The representations, warranties and agreements contained herein
shall survive the delivery of, and the payment for, the Units.
RESIDENTS OF ALL STATES: 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. THE SHARES OF COMMON STOCK OFFERED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE
COMMON STOCK IS SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH 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. THE COMMON STOCK HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR FLORIDA RESIDENTS: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA
SECURITIES ACT"), AND THEY THEREFORE HAVE THE STATUS OF SECURITIES ACQUIRED IN
AN EXEMPT TRANSACTION UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT.
EACH OFFEREE WHO IS A FLORIDA RESIDENT SHOULD BE AWARE
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THAT SECTION 517.061(11)(a)(5) OF THE FLORIDA SECURITIES ACT PROVIDED THAT WHEN
SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS
VOIDABLE BY THY PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF
CONSIDERATIONS IS MADE BY SUCH ESCROW AGREEMENT OR WITHIN THREE DAYS AFTER THE
AVAILABILITY OF THE PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER.
THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION
514.061(A11)(a)(5) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE.
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Manner in Which Title is to be Held. (check one)
____ Individual Ownership ____ Tenants in common
____ Community Property ____ Corporation
____ Joint Tenant with Right of ____ Trust
Survivorship (both parties must sign) ____ Other (please indicate)
____ Partnership
INDIVIDUAL INVESTORS INVESTORS THAT ARE NOT NATURAL PERSONS
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Signature (Individual) Name of Entity, if any
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*Signature
Its
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Signature (all record holders should sign) Title
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Name(s) Typed or Printed Name Typed or Printed
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
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City, State and Zip Code City, State and Zip Code
Telephone: Telephone:
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Fax: Fax:
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Social Security Number Tax Identification Number
* If Units are being subscribed for by any entity, the Certificate of
Signatory on the next page must also be completed.
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The foregoing subscription is accepted and the Company hereby agrees to be
bound by its terms.
OBJECTIVE COMMUNICATIONS, INC.
Dated: , 1999 By:
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Xxxxx X. Xxxxxx, Chief Executive Officer
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CERTIFICATE OF SIGNATORY
(To be completed if Units are being subscribed for by an entity)
I, _______________________________, the ____________________________________
(name of signatory) (title)
of ___________________________________________________________________________ a
(name of entity)
_______________________________________________________________________________.
(type of entity)
hereby certify that the above entity is duly empowered and authorized to
purchase the Units and that I am duly empowered and authorized by the entity to
execute the Subscription Agreement on its behalf.
IN WITNESS WHEREOF, I have executed this Certificate this ________day of
______________, 1999.
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(Signature)
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STOCK POWER
For value received, I hereby assign and transfer to Objective
Communications, Inc., (the "Company"), an aggregate of ________________________
shares of the capital stock of the Company standing in my name on the books of
the Company, represented by certificate(s) no. ________________________________,
and I do hereby constitute and appoint ___________________________ my true and
lawful attorney-in-fact, with full power of substitution, to transfer this stock
on the books of the Company.
Dated: ____________ ___ , 1999
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Name of Entity, if any
In the presence of
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Signature
Its:
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Title, if applicable
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Print name
NOTICE: THE SIGNATURE TO THIS FORM MUST BE MEDALLION GUARANTEED.
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