SUBSCRIPTION AGREEMENT
INTERGAMES, INC.
This Subscription Agreement, dated as of ________, 1997, is by and between
INTERGAMES, INC., a Texas corporation (the "Corporation"), and the undersigned
purchaser (the "Purchaser") of shares of common stock of the Corporation, par
value $.01 per share (the "Common Stock").
WHEREAS
The Corporation has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form SB-2 (File No. 333-________) (as
amended, the "Registration Statement") pursuant to which it is offering for sale
to the public (the "Offering") up to 400,000 shares of its Common Stock. Prior
to the Offering, there has been no public market for the Common Stock. The
initial public offering price for the Common Stock is $5.00 per share.
The Purchaser desires to purchase shares of Common Stock from the
Corporation, and in consideration of the Corporation's agreement to sell shares
of Common Stock to the Purchaser, upon the terms and conditions set forth
herein, the Purchaser agrees and represents and warrants to the Corporation as
follows:
A. SUBSCRIPTION.
1. The Purchaser hereby subscribes for the number of shares of Common
Stock set forth on the signature page hereto. The purchase price (the "Purchase
Price") for the shares of Common Stock hereby subscribed for by the Purchaser is
set forth on the signature page hereto. The Purchase Price shall be payable by
check (or by such other form of cash payment as the Corporation desires to
accept) as described in the prospectus dated ____________, 1997 and filed by the
Corporation with the SEC on ____________, 1997 (the "Final Prospectus").
2. The Purchaser understands that the Purchase Price will be deposited
into an escrow account (the "Escrow Account") at [BANK], ________________, or
another federally insured institution, and that the shares of Common Stock
hereby subscribed for will not be issued, if at all, until the next closing, all
as more fully described in the Final Prospectus. In the event that the Minimum
Offering (as defined in the Final Prospectus) is not sold by the end of the
Initial Offering Period (as defined in the Final Prospectus), plus any
extensions thereof, as described in the Final Prospectus, the Purchase Price
will be returned to the Purchaser by the Corporation, without interest.
3. This subscription shall be deemed to be accepted by the Corporation
only when it is signed by the Corporation.
4. The Purchaser hereby acknowledges receipt of a copy of the
Registration Statement, including the Final Prospectus.
5. The Purchaser understands, acknowledges and agrees that:
a. This subscription may be accepted or rejected in whole or in part
by the Corporation in its sole and absolute discretion; provided that, in
the case of any rejection or partial acceptance, the Purchase Price payment
(or the portion thereof not accepted) will be promptly refunded, without
interest thereon. Upon acceptance hereof, the Purchaser will receive
confirmation of such acceptance.
b. The subscription period for the shares of Common Stock hereby
subscribed for will terminate on ____________, 1997, unless earlier
terminated or unless extended by the Corporation, as described in the Final
Prospectus. Any such early termination or extension will occur without
notice to any person, in the sole and absolute discretion of the
Corporation.
c. Subscriptions may not be withdrawn until the earlier to occur of
rejection by the Corporation or termination of the Offering.
d. The Purchaser must purchase a minimum of 50 shares of Common
Stock.
e. No federal or state agency has made any finding or determination
as to the fairness of this Offering for investment or any recommendation or
endorsement of the Common Stock.
B. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
1. The Purchaser hereby represents and warrants to, and agrees with, the
Corporation (for the benefit of the Corporation and each officer, director,
employee and agent of the Corporation) as follows:
a. The Purchaser has carefully read and is familiar with the
Registration Statement, including the Final Prospectus, and all Exhibits to
the Registration Statement.
b. THE PURCHASER RECOGNIZES THAT AN INVESTMENT IN THE COMMON STOCK
INVOLVES CERTAIN RISKS, AND HAS TAKEN FULL COGNIZANCE OF AND UNDERSTANDS
ALL OF THE RISK FACTORS RELATED TO THE PURCHASE OF THE COMMON STOCK,
INCLUDING WITHOUT LIMITATION THOSE SET FORTH UNDER THE CAPTION "RISK
FACTORS" IN THE FINAL PROSPECTUS.
c. If this Agreement is executed and delivered on behalf of a
partnership, corporation, trust, pension plan, estate, or other entity, (i)
the person signing this Agreement on behalf of such entity has been duly
authorized to execute and deliver this Agreement and all other instruments
executed and delivered on behalf of such partnership, corporation, trust,
pension plan, estate, or other entity in connection with the purchase of
the shares of Common Stock hereby subscribed for; and (ii) the signature of
the person signing this Agreement is binding upon such partnership,
corporation, trust, pension plan, estate, or other entity.
d. The address set forth on the signature page below is the
Purchaser's true and correct residence or principal place of business, and
the Purchaser has no present intention of becoming a resident of any other
state or jurisdiction or moving its principal place of business.
2. The foregoing representations and warranties are true, complete and
accurate as of the date hereof and shall be true, complete and accurate in all
respects as of the date of the acceptance hereof by the Corporation and the sale
of the shares of Common Stock hereby subscribed for to the Purchaser and shall
survive such date. IF IN ANY RESPECT SUCH REPRESENTATIONS AND WARRANTIES SHALL
NOT BE TRUE, COMPLETE AND ACCURATE IN ALL RESPECTS PRIOR THERETO, THE PURCHASER
WILL GIVE WRITTEN NOTICE OF SUCH FACT TO THE CORPORATION SPECIFYING WHICH
REPRESENTATIONS AND WARRANTIES ARE NOT TRUE, COMPLETE AND ACCURATE IN ALL
RESPECTS AND THE REASONS THEREFOR.
C. INDEMNIFICATION.
THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS THE MEANING AND LEGAL
CONSEQUENCES OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS
AGREEMENT AND THAT THE CORPORATION HAS RELIED OR WILL RELY UPON SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS, AND THE UNDERSIGNED HEREBY AGREES TO
INDEMNIFY AND HOLD HARMLESS THE CORPORATION AND ITS OFFICERS, DIRECTORS,
CONTROLLING PERSONS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LOSS,
CLAIM, DAMAGE, LIABILITY OR EXPENSE, AND ANY ACTION IN RESPECT THEREOF, JOINT OR
SEVERAL, TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT, DUE TO OR ARISING OUT OF A
BREACH OF OR ALLEGED BREACH OF ANY SUCH REPRESENTATION, WARRANTY OR COVENANT,
TOGETHER WITH ALL REASONABLE COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES)
INCURRED BY ANY SUCH PERSON IN CONNECTION WITH ANY ACTION, SUIT, PROCEEDING,
DEMAND, ASSESSMENT OR JUDGMENT INCIDENT TO ANY OF THE MATTERS SO INDEMNIFIED
AGAINST. ALL REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS
AGREEMENT, AND THE INDEMNIFICATION CONTAINED HEREIN, SHALL SURVIVE THE
ACCEPTANCE OF THIS SUBSCRIPTION AND THE SALE OF THE SHARES OF COMMON STOCK TO
THE PURCHASER.
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D. MISCELLANEOUS.
1. All pronouns and any variations thereof used herein shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of
the person or persons may require.
2. Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally delivered,
telecopied and confirmed, or sent by registered or certified mail, return
receipt requested, (i) if to the Purchaser, at the address set forth on the
signature page hereof, and (ii) if to the Corporation, at 0000 Xxxxxxxx Xxxxx,
Xxxxxx, Xxxxx 00000 Attention: Xxxxxxxx X. Xxxxxxx, as either of such addresses
may be changed from time to time by notice given in accordance with this
paragraph.
3. Failure of the Corporation to exercise any right or remedy under this
Agreement or any other agreement between the Corporation and the Purchaser, or
otherwise, or delay by the Corporation in exercising same, will not operate as a
waiver thereof. No waiver by the Corporation will be effective unless and until
it is in writing and signed by the Corporation.
4. This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Texas, without regard to
provisions regarding conflicts of laws. This Agreement and the rights, powers
and duties set forth herein shall be binding upon the Purchaser, his heirs,
estate, legal representatives, successors and assigns and shall inure to the
benefit of the Corporation, its successors and assigns. In the event that any
provision of this Agreement, or the application hereof to any person or
circumstance, is held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect under present or future laws effective
during the effective term of any such provision, such invalid, illegal or
unenforceable provision shall be fully severable; and this Agreement shall then
be construed and enforced as if such invalid, illegal or unenforceable provision
had not been contained in this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
5. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and may be amended only by a
writing executed by all parties.
6. All representations, warranties and covenants contained in this
Agreement, and the indemnification contained in Paragraph C hereof, shall
survive the acceptance of the subscription. Purchaser acknowledges and agrees
that this Agreement shall survive (a) changes that are not material in the
transactions, documents and instruments described in the Final Prospectus and
(b) the death or disability of the Purchaser.
COMPLETE AND RETURN TWO ORIGINALS OF THE EXECUTED SIGNATURE PAGE TO THIS
AGREEMENT TO:
INTERGAMES, INC.
0000 XXXXXXXX XXXXX
XXXXXX, XXXXX 00000
ATTN: XXXXXXXX X. XXXXXXX
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INTERGAMES, INC.
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
By executing this Agreement, the Purchaser acknowledges receipt of the
Registration Statement and the Final Prospectus.
IN WITNESS WHEREOF, the Purchaser has executed this Agreement as of the
_____ day of _________________, 1997.
Number of shares subscribed for at ------------------------------------
$5.00 per share: Print names(s) of Purchaser(s)
------------------
Total Purchase Price: $ ------------------------------------
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By
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Signature(s) of
Print title of person signing, if signing
as an authorized representative of
Purchaser
MAKE CHECK PAYABLE TO THE ORDER OF: Address of Purchaser's residence or
principal place of business (Please
print or type):
INTERGAMES, INC. SPECIAL ACCOUNT
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SSN or Tax ID # of Purchaser:
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Please indicate by check xxxx the manner in which title is to be held:
___ Individual Ownership ___Trust
___ Separate Property ___Corporation
___ Community Property ___Pension Plan
___ Joint Tenancy ___Estate
___ Tenancy in Common (1) ___Other (please indicate) ______________
___ Partnership
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(1) Both husband and wife must sign.
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Subscription for __________ shares at $5.00 per share, for a total of
$__________ accepted as of _______________, 1997.
INTERGAMES, INC.
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
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INDIVIDUAL, JOINT
OR PARTNER ACKNOWLEDGMENT
STATE OF __________ )
)
COUNTY OF _________ )
The undersigned Notary Public does hereby certify that on this _____ day of
___________, 1997, personally appeared _________________________________* known
to me to be the person whose name is subscribed to the foregoing instrument,
who, being by me duly sworn, declared and acknowledged to me that the same was
his free act and deed and that he executed and delivered same for the purposes
and consideration therein expressed and in the capacity therein stated, and that
the statements therein contained are true.
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Notary Public
My Commission Expires:
--------------
-------------
* Insert name of individual or joint tenant or partner executing on behalf of
partnership.
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ACKNOWLEDGMENT BY HUSBAND AND WIFE AS TENANTS IN COMMON
STATE OF __________ )
)
COUNTY OF _________ )
The undersigned Notary Public does hereby certify that on this _____ day of
__________, 1997, personally appeared _________________________ and
________________________* known to me to be the persons whose names are
subscribed to the foregoing instrument, who, being by me duly sworn, declared
and acknowledged to me that the same were their free acts and deeds and that
they executed and delivered such instrument for the purposes and consideration
therein expressed and in the capacity therein stated, and that the statements
contained therein are true.
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Notary Public
My Commission Expires:
--------------
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*Insert names of husband and wife.
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CORPORATE ACKNOWLEDGMENT
STATE OF __________ )
)
COUNTY OF _________ )
On this _____ day of ____________, 1997, before me appeared
__________________________________* to me personally known, who, being by me
duly sworn, declared and acknowledged to me that he is the ___________________**
of _______________________*** and that the foregoing instrument was executed and
delivered on behalf of said corporation by authority of the Board of Directors
and said _______________________* acknowledged said instrument to be the free
act and deed of said corporation, and that the statements therein contained are
true.
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Notary Public
My Commission Expires:
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-------------
*Insert name of officer.
**Insert title of officer.
***Insert name of corporation.
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TRUST, PENSION PLAN, OR ESTATE ACKNOWLEDGMENT
STATE OF __________ )
)
COUNTY OF _________ )
On this _____ day of ___________________, 1997, before me appeared
_____________________* to me personally known, who, being by me duly sworn,
declared and acknowledged to me that he is the Trustee, Administrator, or
Executor of the _______________________** and that the foregoing instrument was
executed and delivered on behalf of said Trust, Pension Plan, or Estate by
authority of its Trustee, Administrator, or Executor and said
___________________* acknowledged said instrument to be the free act and deed of
said Trust, Pension Plan, or Estate, and that the statements therein contained
are true.
------------------------------------
Notary Public
My Commission Expires:
--------------
-------------
*Insert name of Trustee, Administrator, or Executor.
**Insert name of Trust, Pension Plan, or Estate.
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