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EXHIBIT 99.3
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of June 6,
1997, by and among Telular Corporation, a Delaware corporation, with
headquarters located at 000 X. Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000
(the "COMPANY"), and the investors listed on the Schedule of Buyers attached
hereto (individually, a "BUYER" and collectively, the "BUYERS").
WHEREAS:
A. The Company and the Buyers are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 of Regulation D ("REGULATION D") as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 ACT");
B. The Company has authorized the following new series of its Preferred
Stock, $.01 par value per share (the "PREFERRED STOCK"): the Company's Series
A Convertible Preferred Stock (the "SERIES A PREFERRED STOCK"), which shall be
convertible into shares of the Company's Common Stock, $.01 par value per
share (the "COMMON STOCK") (as converted, the "CONVERSION SHARES"), in
accordance with the terms of the Company's Certificate of Designations,
Preferences and Rights of the Series A Preferred Shares, substantially in the
form attached hereto as Exhibit A (the "CERTIFICATE OF DESIGNATIONS");
C. The Buyers wish to purchase, upon the terms and conditions stated in
this Agreement, an aggregate of 10,000 shares of Series A Preferred Stock in
the respective amounts set forth opposite each Buyer's name on the Schedule of
Buyers; and
D. Contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form attached hereto as Exhibit B (the
"REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has agreed to
provide certain registration rights under the 1933 Act and the rules and
regulations promulgated thereunder, and applicable state securities laws.
NOW THEREFORE, the Company and the Buyers hereby agree as follows:
1. PURCHASE AND SALE OF SERIES A PREFERRED SHARES.
a. Purchase of Series A Preferred Shares. Subject to the
satisfaction (or waiver) of the conditions set forth in Sections 6 and 7
below, the Company shall issue and sell to the Buyers and the Buyers shall
purchase from the Company an aggregate of 10,000 shares of Series A Preferred
Stock (the "SERIES A PREFERRED SHARES"), in the respective amounts set forth
opposite each Buyer's name on the Schedule of Buyers (the "CLOSING"). The per
share purchase price (the "PURCHASE PRICE") of the Series A Preferred Shares
shall be $1,000.00.
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b. Closing Date. The date and time of the Closing (the "CLOSING
DATE") shall be 10:00 a.m. Central Standard Time, within five (5) business
days following the date hereof, subject to notification of satisfaction (or
waiver) of the conditions to the Closing set forth in Sections 6 and 7 below
(or such later date as is mutually agreed to by the Company and the Buyers).
The Closing shall occur on the Closing Date at the offices of Xxxxxxxxx &
Xxxxxxx, 0000 Xxxxxxxxxxxx Xxx., X.X., Xxxxxxxxxx, X.X. 00000.
c. Form of Payment. On the Closing Date, (i) each Buyer shall pay
the Purchase Price to the Company for the Series A Preferred Shares to be
issued and sold to such Buyer at the Closing, by wire transfer of immediately
available funds in accordance with the Company's written wire instructions,
and (ii) the Company shall deliver to each Buyer, a stock certificate or
certificates representing such number of the Series A Preferred Shares which
such Buyer is then purchasing (as indicated opposite such Buyer's name on the
Schedule of Buyers), duly executed on behalf of the Company and registered in
the name of such Buyer or its designee (the "STOCK CERTIFICATES").
2. BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer represents and warrants with respect to only itself that:
a. Investment Purpose. Such Buyer (i) is acquiring the Series A
Preferred Shares and (ii) upon conversion of the Series A Preferred Shares,
will acquire the Conversion Shares then issuable, for its own account for
investment only and not with a view towards, or for resale in connection with,
the public sale or distribution thereof, except pursuant to sales registered
or exempted under the 1933 Act; provided, however, that by making the
representations herein, such Buyer does not agree to hold any Series A
Preferred Shares for any minimum or other specific term and reserves the right
to dispose of Series A Preferred Shares at any time in accordance with or
pursuant to a registration statement or an exemption under the 1933 Act.
b. Accredited Investor Status. Such Buyer is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.
c. Reliance on Exemptions. Such Buyer understands that the Series
A Preferred Shares and the Conversion Shares are being offered and sold to it
in reliance on specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is
relying in part upon the truth and accuracy of, and such Buyer's compliance
with, the representations, warranties, agreements, acknowledgments and
understandings of such Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of such Buyer to acquire
the Series A Preferred Shares and the Conversion Shares.
d. Information. Such Buyer and its advisors, if any, have been
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Series A
Preferred Shares and the Conversion Shares which have been requested by such
Buyer. Such Buyer and its advisors, if any, have been afforded the
opportunity to ask questions of the Company. Neither such inquiries nor any
other due
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diligence investigations conducted by such Buyer or its advisors, if any, or
its representatives shall modify, amend or affect such Buyer's right to rely
on the Company's representations and warranties contained in Section 3 below.
Such Buyer understands that its investment in the Series A Preferred Shares
and the Conversion Shares involves a high degree of risk. Such Buyer has
sought such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision with respect to its acquisition of the
Series A Preferred Shares and the Conversion Shares.
e. No Governmental Review. Such Buyer understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Series A
Preferred Shares or the Conversion Shares or the fairness or suitability of
the investment in the Series A Preferred Shares or the Conversion Shares nor
have such authorities passed upon or endorsed the merits of the offering of
the Series A Preferred Shares or the Conversion Shares.
f. Transfer or Resale. Such Buyer understands that except as
provided in the Registration Rights Agreement: (i) the Series A Preferred
Shares and the Conversion Shares have not been and are not being registered
under the 1933 Act or any state securities laws, and may not be offered for
sale, sold, assigned or transferred unless (A) subsequently registered
thereunder, (B) such Buyer shall have delivered to the Company an opinion of
counsel, in a generally acceptable form, to the effect that such securities to
be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration, or (C) sold, assigned or transferred
pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule
thereto) ("RULE 144"); (ii) any sale of such securities made in reliance on
Rule 144 promulgated under the 1933 Act (or a successor rule thereto) may be
made only in accordance with the terms of Rule 144 and further, if Rule 144 is
not applicable, any resale of such securities under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 0000 Xxx) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of
the SEC thereunder; and (iii) neither the Company nor any other person is
under any obligation to register such securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any
exemption thereunder.
g. Legends. Such Buyer understands that the certificates or other
instruments representing the Series A Preferred Shares and, until such time as
the sale of the Conversion Shares have been registered under the 1933 Act as
contemplated by the Registration Rights Agreement, or otherwise, may be sold
pursuant to Rule 144 without any restriction as to the public resale thereof,
the stock certificates representing the Conversion Shares, except as set forth
below, shall bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of such stock
certificates):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE
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SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER SAID ACT.
The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Series A Preferred Shares
or the Conversion Shares upon which it is stamped, if, unless otherwise
required by state securities laws, (i) the Series A Preferred Shares or the
Conversion Shares are registered for sale under the 1933 Act, (ii) in
connection with a sale transaction, such holder provides the Company with an
opinion of counsel, in a generally acceptable form, to the effect that a
public sale, assignment or transfer of the Series A Preferred Shares or the
Conversion Shares may be made without registration under the 1933 Act, or
(iii) such holder provides the Company with reasonable assurances that the
Series A Preferred Shares or the Conversion Shares can be sold pursuant to
Rule 144 without any restriction as to the number of securities acquired as of
a particular date that can then be immediately sold. Each Buyer acknowledges,
covenants and agrees to sell the Series A Preferred Shares and the Conversion
Shares represented by a certificate(s) from which the legend has been removed,
only pursuant to (i) a registration statement effective under the 1933 Act, or
(ii) advice of counsel that such sale is exempt from registration required by
Section 5 of the 1933 Act. In the event the above legend is removed from the
Series A Preferred Shares or the Conversion Shares, the Company may, upon
reasonable advance notice to the holder, require that the above legend be
placed on any Series A Preferred Shares or Conversion Shares that cannot then
be sold pursuant to an effective registration statement or Rule 144(k) under
the 1933 Act (or any successor rule thereto) which legend shall be removed
when the Series A Preferred Stock or Conversion Shares may again be sold
pursuant to an effective registration statement or Rule 144(k).
h. Authorization; Enforcement. This Agreement has been duly and
validly authorized, executed and delivered on behalf of such Buyer and is a
valid and binding agreement of such Buyer enforceable in accordance with its
terms, subject as to enforceability to general principles of equity and to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of
applicable creditors' rights and remedies.
i. Residency. Such Buyer is a resident of that country specified
in its address on the Schedule of Buyers.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to each of the Buyers that:
a. Organization and Qualification. The Company and its
subsidiaries (a complete list of which is set forth in Schedule 3(a)) are
corporations duly organized and validly existing in good standing under the
laws of the jurisdiction in which they are incorporated, and have the
requisite corporate power to own their properties and to carry on their
business as now being conducted. Each of the Company and its subsidiaries is
duly qualified as a foreign
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corporation to do business and is in good standing in every jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company and its
subsidiaries taken as a whole or on the transaction contemplated hereby.
b. Authorization; Enforcement; Compliance with Other Instruments.
(i) The Company has the requisite corporate power and authority to enter into
and perform this Agreement and the Registration Rights Agreement, and to issue
the Series A Preferred Shares and the Conversion Shares in accordance with the
terms hereof and thereof, (ii) the execution and delivery of this Agreement
and the Registration Rights Agreement by the Company and the consummation by
it of the transactions contemplated hereby and thereby, including without
limitation the issuance of the Series A Preferred Shares and the reservation
for issuance and the issuance of the Conversion Shares issuable upon
conversion thereof, have been duly authorized by the Company's Board of
Directors and no further consent or authorization is required by the Company,
its Board of Directors or its stockholders, except that, as provided in the
Certificate of Designations, the issuance of certain Conversion Shares may be
restricted in the absence of stockholder approval in accordance with Rule
4460(i) promulgated by the NASD, (iii) this Agreement and the Registration
Rights Agreement have been duly executed and delivered by the Company, (iv)
this Agreement and the Registration Rights Agreement constitute the valid and
binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies, and
(v) prior to the Closing Date, the Certificate of Designations has been filed
with the Secretary of State of the State of Delaware and will be in full force
and effect, enforceable against the Company in accordance with its terms.
c. Capitalization. As of the date hereof, the authorized capital
stock of the Company consists of 75,000,000 shares of Common Stock, of which
as of April 15, 1997, [31,540,041] shares were issued and outstanding, and
10,000,000 shares of Preferred Stock, of which as of the date hereof, 10,000
shares were issued and outstanding. All of such outstanding shares have been
validly issued and are fully paid and nonassessable. Except as disclosed in
Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company. Except as disclosed in Schedule 3(c),
as of the effective date of this Agreement, (i) there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its subsidiaries, or
contracts, commitments, understandings or arrangements by which the Company or
any of its subsidiaries is or may become bound to issue additional shares of
capital stock of the Company or any of its subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of its subsidiaries, (ii) there are no
outstanding debt securities and (iii) there are no agreements or arrangements
under which the Company or any of its subsidiaries is obligated to register
the sale of any of their securities under the 1933 Act (except the
Registration Rights Agreement). Except as disclosed in Schedule 3(c), there
are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Series A Preferred
Shares or the
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Conversion Shares as described in this Agreement. The Company has furnished
to the Buyer true and correct copies of the Company's Certificate of
Incorporation, as amended and as in effect on the date hereof (the
"CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on
the date hereof (the "BY-LAWS"), and the terms of all securities convertible
into or exercisable for Common Stock and the material rights of the holders
thereof in respect thereto.
d. Issuance of Securities. The Series A Preferred Shares are duly
authorized and, upon issuance in accordance with the terms hereof, shall be
(i) validly issued, fully paid and non-assessable, (ii) free from all taxes,
liens and charges with respect to the issue thereof and (iii) entitled to the
rights and preferences set forth in the Certificate of Designations, and (iv)
free from preemptive rights or other similar rights of stockholders of the
Company. Not less than 150% of the number of shares of Common Stock necessary
to provide for the issuance of the Conversion Shares based on the trading
price of the Common Stock as of the date hereof have been duly authorized and
reserved for issuance upon conversion of the Series A Preferred Shares. Upon
conversion in accordance with the Certificate of Designations, the Conversion
Shares will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof, and free from
preemptive rights or other similar rights of stockholders of the Company, with
the holders being entitled to all rights accorded to a holder of Common Stock.
e. No Conflicts. Except as disclosed in Schedule 3(e), the
execution, delivery and performance of this Agreement and the Registration
Rights Agreement by the Company, the performance by the Company of its
obligations under the Certificate of Designation and the consummation by the
Company of the transactions contemplated hereby and thereby will not (i)
result in a violation of the Certificate of Incorporation, any Certificate of
Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or By-laws or (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture or
instrument to which the Company or any of its subsidiaries is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations and the
rules and regulations of the principal market or exchange on which the Common
Stock is traded or listed) applicable to the Company or any of its
subsidiaries or by which any property or asset of the Company or any of its
subsidiaries is bound or affected. Except as disclosed in Schedule 3(e),
neither the Company nor its subsidiaries is in violation of any term of or in
default under its Certificate of Incorporation, Certificate of Designation,
Preferences and Rights of any outstanding series of preferred stock or By-laws
or their organizational charter or by-laws, respectively, or any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company
or its subsidiaries. The business of the Company and its subsidiaries is not
being conducted, and shall not be conducted, in violation of any law,
ordinance, regulation of any governmental entity. Except as specifically
contemplated by this Agreement and as required under the 1933 Act, the Company
is not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental or regulatory or
self-regulatory agency in order for it to execute, deliver or perform any of
its obligations under or contemplated by this Agreement or the Registration
Rights Agreement or perform its obligations under the Certificate of
Designation in accordance with the terms hereof or thereof. Except as
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disclosed in Schedule 3(e), all consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the date
hereof. The Company is not in violation of the listing requirements of
NASDAQ. The Company and its subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing or to delisting of
the Common Stock by NASDAQ.
f. SEC Documents; Financial Statements. Since January 1, 1996,
the Company has filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934
ACT") (all of the foregoing filed prior to the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the "SEC
DOCUMENTS"). The Company has delivered to the Buyer or its representative
true and complete copies of the SEC Documents. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC
with respect thereto. Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may exclude footnotes or may
be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments).
No other information provided by or on behalf of the Company to the Buyer
which is not included in the SEC Documents, including, without limitation,
information referred to in Section 2(d) of this Agreement, contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading.
g. Absence of Certain Changes. Except as disclosed in Schedule
3(g) or the Company's Quarterly Report on Form 10-Q for the three months and
six months ended December 31, 1996 and March 31, 1997, as filed with the SEC
on February 14, 1997, and May 14, 1997, respectively, since March 31, 1997
there has been no material adverse change and no material adverse development
in the business, properties, operations, financial condition, results of
operations or prospects of the Company and its subsidiaries taken as a whole.
The Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any bankruptcy law nor does the Company
or its subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy proceedings.
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h. Absence of Litigation. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the
knowledge of the Company or any of its subsidiaries, threatened against or
affecting the Company or its subsidiaries or their respective directors or
officers, the Common Stock, wherein an unfavorable decision, ruling or finding
would (i) have a material adverse effect on the transactions contemplated
hereby (ii) adversely affect the validity or enforceability of, or the
authority or ability of the Company to perform its obligations under, this
Agreement, the Registration Rights Agreement, or any of the documents
contemplated herein or (iii), except as expressly set forth in the SEC
Documents or in Schedule 3(h), have a material adverse effect on the business,
operations, properties, financial condition, results of operation or prospects
of the Company and its subsidiaries taken as a whole.
i. Acknowledgment Regarding Buyers' Purchase of Series A Preferred
Shares. The Company acknowledges and agrees that each of the Buyers is acting
solely in the capacity of arm's length purchaser with respect to this
Agreement and the transactions contemplated hereby. The Company further
acknowledges that each Buyer is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to this Agreement and
the transactions contemplated hereby and any advice given by any of the Buyers
or any of their respective representatives or agents in connection with this
Agreement and the transactions contemplated hereby is merely incidental to
such Buyer's purchase of the Series A Preferred Shares or the Conversion
Shares. The Company further represents to each Buyer that the Company's
decision to enter into this Agreement has been based solely on the independent
evaluation by the Company and its representatives. The Company has not
provided to any Buyer any nonpublic information that, in the opinion of the
Company, is material to a decision to purchase or sell Common Stock.
j. Intentionally omitted.
k. No General Solicitation. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the 0000 Xxx) in connection with the offer or sale of the
Series A Preferred Shares or the Conversion Shares.
l. No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would require registration of
the Series A Preferred Shares or the Conversion Shares under the 1933 Act or
cause this offering of Series A Preferred Shares and Conversion Shares to be
integrated with prior offerings by the Company for purposes of the 1933 Act or
any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of the Nasdaq National Market System.
m. Employee Relations. Neither the Company nor any of its
subsidiaries is involved in any union labor dispute nor, to the knowledge of
the Company or any of its subsidiaries, is any such dispute threatened. None
of the Company's or its subsidiaries' employees is a member of a union and the
Company and its subsidiaries believe that their relations with their employees
are good.
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n. Intellectual Property Rights. The Company and its subsidiaries
own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service xxxx registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective
businesses as now conducted. Except as set forth on Schedule 3(n), none of
the Company's trademarks, trade names, service marks, service xxxx
registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, government authorizations, trade secrets or other
intellectual property rights have expired or terminated, or are expected to
expire or terminate in the near future. The Company and its subsidiaries do
not have any knowledge of any infringement by the Company or its subsidiaries
of trademark, trade name rights, patents, patent rights, copyrights,
inventions, licenses, service names, service marks, service xxxx
registrations, trade secret or other similar rights of others, or of any such
development of similar or identical trade secrets or technical information by
others and, except as set forth on Schedule 3(n), there is no claim, action or
proceeding being made or brought against, or to the Company's knowledge, being
threatened against, the Company or its subsidiaries regarding trademark, trade
name, patents, patent rights, invention, copyright, license, service names,
service marks, service xxxx registrations, trade secret or other infringement;
and the Company and its subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing. The Company and its
subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.
o. Environmental Laws. The Company and its subsidiaries are (i)
in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety,
the environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses and (iii) are in compliance with all terms
and conditions of any such permit, license or approval.
p. Title. The Company and its subsidiaries have good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business
of the Company and its subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in Schedule 3(p) or such
as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company and
its subsidiaries. Any real property and facilities held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries.
q. Insurance. The Company and each of its subsidiaries are
insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be
prudent and customary in the businesses in which the Company and its
subsidiaries are engaged. Neither the Company nor any such subsidiary has any
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be
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necessary to continue its business at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its subsidiaries, taken as a whole.
r. Regulatory Permits. The Company and its subsidiaries possess
all certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit.
s. Internal Accounting Controls. The Company and each of its
subsidiaries maintain a system of internal accounting controls sufficient, in
the judgment of the Company's board of directors, to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management's
general or specific authorization and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
t. No Materially Adverse Contracts, Etc. Neither the Company nor
any of its subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the
judgment of the Company's officers has or is expected in the future to have a
material adverse effect on the business, properties, operations, financial
condition, results of operations or prospects of the Company or its
subsidiaries.
u. Tax Status. Except as set forth on Schedule 3(u), the Company
and each of its subsidiaries has made or filed all federal and state income
and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and
has paid all taxes and other governmental assessments and charges that are
material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and has set aside on
its books provision reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.
v. Certain Transactions. Except as set forth on Schedule 3(v) and
in the SEC Documents and except for arm's length transactions pursuant to
which the Company makes payments in the ordinary course of business upon terms
no less favorable than the Company could obtain from third parties and other
than the grant of stock options disclosed on Schedule 3(c), none of the
officers, directors, or employees of the Company is presently a party to any
transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring payments to or
from any officer, director or such employee or, to the knowledge of the
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11
Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.
w. Dilutive Effect. The Company understands and acknowledges that
the number of Conversion Shares issuable upon conversion of the Series A
Preferred Shares will increase in certain circumstances. The Company further
acknowledges that its obligation to issue Conversion Shares upon conversion of
the Series A Preferred Shares in accordance with this Agreement and the
Certificate of Designations is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of
other stockholders of the Company.
4. COVENANTS.
a. Best Efforts. Each party shall use its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided in Sections 6
and 7 of this Agreement.
b. Form D. The Company agrees to file a Form D with respect to
the Series A Preferred Shares and the Conversion Shares as required under
Regulation D and to provide a copy thereof to each Buyer promptly after such
filing. The Company shall, on or before the Closing Date, take such action as
the Company shall reasonably determine is necessary to qualify the Series A
Preferred Shares and the Conversion Shares for, or obtain exemption for the
Series A Preferred Shares and the Conversion Shares for, sale to the Buyers at
the Closing pursuant to this Agreement under applicable securities or "Blue
Sky" laws of the states of the United States, and shall provide evidence of
any such action so taken to the Buyers on or prior to the Closing Date.
c. Reporting Status. Until the earlier of (i) the date as of
which the Investors (as that term is defined in the Registration Rights
Agreement) may sell all of the Conversion Shares without restriction pursuant
to Rule 144(k) promulgated under the 1933 Act (or successor thereto), or (ii)
the date on which (A) the Investors shall have sold all the Conversion Shares
and (B) none of the Series A Preferred Shares is outstanding (the
"REGISTRATION PERIOD"), the Company shall file all reports required to be
filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act
even if the 1934 Act or the rules and regulations thereunder would otherwise
permit such termination.
d. Use of Proceeds. The Company will use the proceeds from the
sale of the Series A Preferred Shares for substantially the same purposes and
in substantially the same amounts as indicated in Schedule 4(d).
e. Financial Information. The Company agrees to send the
following to each Investor (as that term is defined in the Registration Rights
Agreement) during the Registration Period: (i) within five (5) days after the
filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its
Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K, any
definitive proxy statements and any registration statements or amendments
filed pursuant to the 1933 Act; (ii) within one (1) day after release thereof,
copies of all press releases issued by the Company or any of its subsidiaries
and (iii) copies of any notices and other information made
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12
available or given to the stockholders of the Company generally,
contemporaneously with the making available or giving thereof to the
stockholders.
f. Reservation of Shares. The Company shall take all action
necessary to at all times have authorized, and reserved for the purpose of
issuance, no less than 150% of the number of shares of Common Stock needed to
provide for the issuance of the Conversion Shares based on the trading price
of the Common Stock at such time.
g. Listing. The Company shall promptly secure the listing of the
Conversion Shares upon each national securities exchange and automated
quotation system (including the Nasdaq National Market System), if any, upon
which shares of Common Stock are then listed (subject to official notice of
issuance) and shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all Conversion Shares from time to time
issuable under the terms of this Agreement and the Registration Rights
Agreement. The Company shall maintain the Common Stock's authorization for
quotation on the Nasdaq National Market, The New York Stock Exchange, Inc. or
The American Stock Exchange, Inc. ("AMEX"). The Company shall promptly
provide to each Buyer copies of any notices it receives from the Nasdaq
National Market System regarding the continued eligibility of the Common Stock
for listing on the Nasdaq National Market System. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this
Section 4(g).
h. Expenses. Each of the Company and the Buyers shall each pay
its respective costs and expenses incurred by such party in connection with
the negotiation, investigation, preparation, execution, delivery and
performance of this Agreement and the Registration Rights Agreement and the
Certificate of Designations; provided, that, subject to Section 9(l) below,
following the Closing, the Company shall reimburse the Buyers for Buyers'
attorneys' fees and expenses in connection with this Agreement and the
Registration Rights Agreement up to an aggregate of $15,000.
i. No Short Sales of the Common Stock. So long as (i) a Buyer or
any of its affiliates beneficially owns any Series A Preferred Shares, (ii)
the Company has not issued any publicly traded convertible securities and
(iii) the Company is not in default under the Certificate of Designations for
failing to effect any requested Redemption (as defined in the Certificate of
Designations) or conversion of any Series A Preferred Shares pursuant to the
Certificate of Designations, such Buyer shall not (A) directly or through or
with any other person, engage in any transaction in or relating to securities
of the Company in violation of Section 9 of the 1933 Act, or (B) engage in any
short sales of the Common Stock ("SHORT SALES"); provided, however, that Short
Sales made no earlier than three days prior to the Date of Conversion of any
Series A Preferred Shares with respect to a number of shares of Common Stock
that does not exceed the number of Conversion Shares to be obtained pursuant
to such conversion shall not be prohibited by this Section 4(i)(B). Each
Buyer agrees not to engage in any Short Sales during the ten (10) days prior
to the Closing.
j. Additional Issuances of Series A Preferred Stock. So long as a
Buyer or any of its affiliates beneficially owns Series A Preferred Shares,
the Company shall not issue or agree to issue any shares of Series A Preferred
Stock unless (i) the Company receives prior written consent from each Buyer,
which consent shall not be unreasonably withheld, (ii) the
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purchaser of the shares of Series A Preferred Stock enters into a securities
purchase agreement and registration rights agreement in substantially the form
of, and with terms no more favorable to the purchasers of shares of Series A
Preferred Stock than those set forth in, this Agreement and the Registration
Rights Agreement, respectively, and (iii) the issuance of such additional
shares of Series A Preferred Stock is consummated by April 30, 1997.
5. TRANSFER AGENT INSTRUCTIONS.
The Company shall issue irrevocable instructions to its transfer
agent, which currently is Xxxxxx Bank & Trust Company, to issue certificates,
registered in the name of each Buyer or its respective nominee(s), for the
Conversion Shares in such amounts as specified from time to time by each Buyer
to the Company upon conversion of the Series A Preferred Shares (the
"IRREVOCABLE TRANSFER AGENT INSTRUCTIONS"). Prior to registration of the
Conversion Shares under the 1933 Act or the resale of the Conversion Shares
under Rule 144, all such certificates shall bear the restrictive legend
specified in Section 2(g) of this Agreement. The Company warrants that no
instruction other than the Irrevocable Transfer Agent Instructions referred to
in this Section 5, and stop transfer instructions to give effect to Section
2(f) hereof (in the case of the Conversion Shares, prior to registration of
the Conversion Shares under the 0000 Xxx) will be given by the Company to its
transfer agent and that the Series A Preferred Shares and the Conversion
Shares shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement and the Registration
Rights Agreement. Nothing in this Section 5 shall affect in any way each
Buyer's obligations and agreement to comply with all applicable securities
laws upon resale of the Series A Preferred Shares or Conversion Shares. If a
Buyer provides the Company with an opinion of counsel, reasonably satisfactory
in form, and substance to the Company, that registration of a resale by such
Buyer of any of the Series A Preferred Shares or the Conversion Shares is not
required under the 1933 Act, the Company shall permit the transfer, and, in
the case of the Conversion Shares, promptly instruct its transfer agent to
issue one or more certificates in such name and in such denominations as
specified by such Buyer. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyers by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly,
the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5 will be inadequate and agrees, in the event
of a breach or threatened breach by the Company of the provisions of this
Section 5, that the Buyers shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic
loss and without any bond or other security being required. The Company shall
not change its transfer agent without (i) at least 10 business days' prior
written notice to the Buyers and (ii) providing to the substitute transfer
agent instructions equivalent to those provided to the Company's current
transfer agent pursuant hereto.
6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The obligation of the Company hereunder to issue and sell the Series
A Preferred Shares to each Buyer at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion:
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14
a. Such Buyer shall have executed this Agreement and the
Registration Rights Agreement and delivered the same to the Company.
b. Such Buyer shall have delivered to the Company the Purchase
Price for the Series A Preferred Shares being purchased by such Buyer at the
Closing by wire transfer of immediately available funds pursuant to the wire
instructions provided by the Company.
c. The representations and warranties of such Buyer shall be true
and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and such Buyer shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Buyer at or prior to the Closing Date.
7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.
The obligation of each Buyer hereunder to purchase the Series A
Preferred Shares at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these
conditions are for each Buyer's sole benefit and may be waived by such Buyer
at any time in its sole discretion:
a. The Company shall have executed this Agreement and the
Registration Rights Agreement, and delivered the same to such Buyer.
b. The Certificate of Designations, shall have been filed with the
Secretary of State of the State of Delaware, and a copy thereof certified by
such Secretary of State shall have been delivered to such Buyer.
c. The Common Stock shall be authorized for quotation on the
Nasdaq National Market System, The New York Stock Exchange, Inc. or AMEX,
trading in the Common Stock issuable upon conversion of the Series A Preferred
Shares to be traded on the Nasdaq National Market System, The New York Stock
Exchange, Inc. or AMEX shall not have been suspended by the SEC, The Nasdaq
Stock Market, Inc., The New York Stock Exchange, Inc. or AMEX and all of the
Conversion Shares issuable upon conversion of the Series A Preferred Shares to
be sold at the Closing shall be listed upon the Nasdaq National Market System,
The New York Stock Exchange, Inc. or AMEX.
d. The representations and warranties of the Company shall be true
and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in
Section 3 above, in which case, such representations and warranties shall be
true and correct without further qualification) as of the date when made and
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the Closing Date.
Such Buyer shall have received a certificate, executed by the Chief Executive
Officer of the Company, dated as of the Closing Date, to the foregoing
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effect and as to such other matters as may be reasonably requested by such
Buyer including, without limitation, an update as of the Closing Date
regarding the representation contained in Section 3(c) above.
e. Such Buyer shall have received the opinion of the Company's
counsel dated as of the Closing Date, in form, scope and substance reasonably
satisfactory to such Buyer and in substantially the form of Exhibit C attached
hereto.
f. The Company shall have executed and delivered to such Buyer the
Stock Certificates (in such denominations as such Buyer shall request) for the
Series A Preferred Shares being purchased by such Buyer at the Closing.
g. The Board of Directors of the Company shall have adopted the
resolutions in substantially the form of Exhibit D attached hereto.
h. As of the Closing Date, the Company shall have reserved out of
its authorized and unissued Common Stock, solely for the purpose of effecting
the conversion of the Series A Preferred Shares, at least 150% of the number
of shares of Common Stock necessary to provide for the issuance of the
Conversion Shares based on the trading price of the Common Stock as of the
Closing Date.
i. The Irrevocable Transfer Agent Instructions, in the form of
Exhibit E attached hereto, shall have been delivered to and acknowledged in
writing by the Company's transfer agent.
j. The transactions contemplated hereby shall not violate any law,
regulation or order then in effect and applicable to Buyers or the Company.
8. INDEMNIFICATION. In consideration of each Buyer's execution and
delivery of this Agreement and acquiring the Series A Preferred Shares and
Conversion Shares hereunder and in addition to all of the Company's other
obligations under this Agreement, the Company shall defend, protect, indemnify
and hold harmless each Buyer and each other holder of Series A Preferred
Shares and Conversion Shares and all of their officers, directors, employees
and agents (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the
"INDEMNITEES") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a
party to the action for which indemnification hereunder is sought), and
including reasonable attorneys' fees and disbursements (the "INDEMNIFIED
LIABILITIES"), incurred by any Indemnitee as a result of, or arising out of,
or relating to (a) subject to Section 9(i), any misrepresentation or breach of
any representation or warranty made by the Company in this Agreement, the
Certificate of Designations or the Registration Rights Agreement or any other
certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained in
this Agreement, the Certificate of Designations or the Registration Rights
Agreement or any other certificate, instrument or document contemplated hereby
or thereby, or (c) any cause of action, suit or claim brought or made against
such Indemnitee and arising out of or resulting from the execution, delivery,
performance or
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enforcement of this Agreement, the Registration Rights Agreement, or any other
instrument, document or agreement executed pursuant hereto by any of the
Indemnitees, any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of the issuance of the Series A
Preferred Shares or the status of such Buyer or holder of the Series A
Preferred Shares or the Conversion Shares as an investor in the Company. To
the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.
9. GOVERNING LAW; MISCELLANEOUS.
a. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the District of Columbia without
regard to the principles of conflict of laws.
b. Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. In the event any signature page
is delivered by facsimile transmission, the party using such means of delivery
shall cause four (4) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.
c. Headings. The headings of this Agreement are for convenience
of reference and shall not form part of, or affect the interpretation of, this
Agreement.
d. Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
e. Entire Agreement; Amendments. This Agreement supersedes all
other prior oral or written agreements between the Buyers, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.
f. Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile, provided a copy is mailed by U.S. certified mail, return receipt
requested; (iii) three (3) days after being sent by U.S. certified mail,
return receipt requested, or (iv) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for such
communications shall be:
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If to the Company:
Telular Corporation
000 X. Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: President
With a copy to:
Xxxxxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Esq.
If to the Transfer Agent:
Xxxxxx Trust and Savings Bank
000 X. Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxx
If to a Buyer, to its address and facsimile number on the Schedule of
Buyers, with copies to such Buyer's counsel as set forth on the Schedule of
Buyers. Each party shall provide five (5) days' prior written notice as
provided in this Section to the other party of any change in address or
facsimile number.
g. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of the Series A Preferred Shares. The
Company shall not assign this Agreement, the Registration Rights Agreement or
any rights or obligations hereunder without the prior written consent of the
Buyers, except pursuant to a Major Transaction (as defined in Section 3(c) of
the Certificate of Designations) with respect to which the Company is in
compliance with Section 3 of the Certificate of Designations. A Buyer may
assign some or all of its rights hereunder without the consent of the Company,
provided, however, that (i) any such assignment shall not release such Buyer
from its obligations hereunder unless such obligations are assumed by such
assignee and assumption and (ii) no Buyer may assign its rights hereunder in a
manner that would cause the offering of Series A Preferred Shares hereunder to
be required to be registered under the 1933 Act.
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18
h. No Third Party Beneficiaries. This Agreement is intended for
the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.
i. Survival. Unless this Agreement is terminated under Section
9(l), the representations and warranties of the Company and the Buyers
contained in Sections 3 and 2, respectively, shall survive the Closing until
two years after the Closing Date. Unless this agreement is terminated under
Section 9(l), the agreements and covenants set forth in Sections 4, 5 and 9,
and the indemnification provisions set forth in Section 8, shall survive the
Closing. Each Buyer shall be responsible only for its own representations,
warranties, agreements and covenants hereunder.
j. Publicity. The Company and each Buyer shall have the right to
approve before issuance any press releases or any other public statements with
respect to the transactions contemplated hereby; provided, however, that the
Company shall be entitled, without the prior approval of any Buyer, to make
any press release or other public disclosure with respect to such transactions
as is required by applicable law and regulations (although each Buyer shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release and shall be provided with a copy
thereof).
k. Further Assurances. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
l. Termination. In the event that the Closing shall not have
occurred with respect to a Buyer on or before five (5) business days from the
date hereof due to the Company's or such Buyer's failure to satisfy the
conditions set forth in Sections 6 and 7 above (and the nonbreaching party's
failure to waive such unsatisfied condition(s)), the nonbreaching party shall
have the option to terminate this Agreement with respect to such breaching
party at the close of business on such date without liability of any party to
any other party; provided, however, that if this Agreement is terminated
pursuant to this Section 9(l), the Company shall remain obligated to reimburse
the Buyers for the expenses described in Section 4(h) above.
m. Placement Agent. The Company acknowledges that it has engaged
a placement agent in connection with the sale of the Series A Preferred
Shares, which placement agent may have formally or informally engaged other
agents on its behalf. The Company shall be responsible for the payment of any
placement agent's fees or broker's commissions relating to or arising out of
the transactions contemplated hereby. The Company shall pay, and hold each
Buyer harmless against, any liability, loss or expense (including, without
limitation, attorney's fees and out of pocket expenses) arising in connection
with any such claim.
n. No Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any
party.
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19
IN WITNESS WHEREOF, the Buyers and the Company have caused this
Securities Purchase Agreement to be duly executed as of the date first written
above.
COMPANY: BUYERS:
TELULAR CORPORATION XXXXX INTERNATIONAL
By:/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxx
---------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxx
Its: President and Chief Executive Its: Member of Managing General
Officer Partner
SHEPHERD INVESTMENTS
INTERNATIONAL, LTD.
By:/s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Its: Member of Investment Manager
20
SCHEDULE OF BUYERS
Number
of
Series
A Investor's Advisors
Investor Address Preferred and Legal Counsel
Investor Name and Facsimile Number Shares Address
------------------- ----------------------- -------- --------------------
Xxxxx International c/x Xxxxx Asset Management 5,000 Xxxxxxx Xxxx & Xxxxx LLP
0000 Xxxx Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000 Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Shepherd International c/x Xxxxx Asset Management 5,000 Xxxxxxx Xxxx & Xxxxx LLP
Investments, Ltd. 0000 Xxxx Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000 Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxx
00
Xxxxxxxxx to Securities Purchase Agreement of June 1997.
SCHEDULE 3(a)
Subsidiaries
1. Telular International, Inc. (inactive)
2. Telular-Adcor Security Products, Inc. (inactive)
3. Wireless Domain, Inc. (43% ownership position)
22
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(c)
Capitalization
The Company has issued stock option and stock under, and is or may become
obligated to issue stock in the future, under the following agreements and
arrangements:
1. Telular Corporation Second Amended and Restated Stock Incentive Plan.
2. Various stock options agreements with individual employees and former
employees (names, exercise price and number of shares have previously
been disclosed on Form 8-K on April 25, 1997).
3. Stock option agreements with members of the Board of Directors.
4. Services agreement with law firm of Xxxxxx & Xxxx, pursuant to which
stock is issued in exchange for services.
5. Consulting Agreement with Xxxxxxx XxXxxxxx.
6. Bonus Plan agreements with Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxxxx.
7. Stock Purchase Agreement with Telepath Corporation (a/k/a/ Wireless
Domain, Inc.)
The Company has granted registration rights under the following agreements
and arrangements:
1. Various stock option and incentive agreements with current and former
employees (names, exercise price and number of shares have previously
been disclosed on Form 8-K on April 25, 1997).
2. Stock Purchase Agreement with TelePath Corporation (a/k/a/ Wireless
Domain, Inc.)
3. Second Registration Rights Agreement, as amended, between Telular
Corporation and certain of the original shareholders.
23
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(e)
Conflicts
None
24
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(g)
Material Changes
1. In connection with its consolidations and restructuring, the Company is
transferring manufacturing and certain other business activities from
Atlanta to Illinois.
2. R&D contracts:
- Mentor Graphics: Agreement dated December 10, 1996 for development of RJ-11
ASIC software and/or design.
- Wireless Domain: Various development and project management projects to
develop integrated radio designs for AMPS, ETACS, GSM, CDMA and DCS 1800
standards. Create interface between new radio designs and RJ-11 ASIC.
- Qualcomm Contract dated April 11, 1997, to enter into Supply Agreement for
services and supplies associated with the Qualcomm daughter card.
- TTP license agreements dated January 21, 1997 for GSM license and support
including a maintenance contract. Agreement cover GSM protocol stack, GSM
data services and GSM application background layer.
3. The Company is party to ongoing litigation, described on Schedule 3(h).
4. On April 23, 1997, the Company entered into a Loan and Security Agreement
with Sanwa Business Credit Corporation replacing the loan agreement with
LaSalle National Bank.
25
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(h)
Litigation
1. The Company is party to the litigation described on pages 10-11 of the
Company's Form 10-K for the year ended September 30, 1996.
2. The Company is engaged in a contractual dispute with Global Tel*Link, Inc.,
regarding an agreement pursuant to which the Company had agreed to purchase
payphones to be manufactured by Global Tel*Link. The Company terminated the
agreement for late delivery. Global Tel*Link has asserted a claim for $1.2
million in damages, and has instituted an arbitration demand in accordance
with the agreement.
3. Two ex-employees of the Company has filed lawsuits for unpaid commissions.
One of these employees has also asserted a claim alleging sex
discrimination.
26
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(n)
Intellectual Property
1. The Company is party to the litigation described on pages 10-11 of the
Company's Form 10-K for the period ending September 30, 1996.
2. Information regarding the Company's patents, licenses and other
intellectual property is set forth on pages 8-10 of the Company's Form 10-K
for the year ended September 30, 1996, and incorporated herein.
27
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(p)
Liens
1. Liens in favor of Sanwa Business Credit Corporation pursuant to loan
agreement.
2. Hewlett Packard Machinery lease.
28
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(u)
Tax Status
None
29
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(v)
Certain Transactions
None
30
Schedules to Securities Purchase Agreement of June 1997.
SCHEDULE 3(d)
Use of Proceeds
1. General business purposes
2. Research and development
3. Working capital requirements
31
EXHIBIT A
FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF THE SERIES A PREFERRED SHARES
Attached hereto as Exhibit 4.6.
32
EXHIBIT B
FORM OF REGISTRATION RIGHTS AGREEMENT
Attached hereto as Exhibit 99.4.
33
EXHIBIT C
FORM OF COMPANY COUNSEL OPINION
Attached hereto.
[XXXXXXXXX & XXXXXXX LETTERHEAD]
June 6, 1997
Xxxxx International
c/x Xxxxx Asset Management
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000
Shepherd Investments International, Ltd.
c/x Xxxxx Asset Management
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
We have acted as counsel to Telular Corporation, a Delaware
corporation (the "Company"), in connection with the issuance and sale of
10,000 shares of Series A Convertible Preferred Shares (the "Preferred
Shares") pursuant to the Securities Purchase Agreement dated June 6, 1997,
between the Company and each of you (the "Securities Purchase Agreement").
In connection with rendering the opinions set forth hereto, we have
examined a copy of the Securities Purchase Agreement, the Certificate of
Designations, the Registration Rights Agreement and the Irrevocable Transfer
Agent Instructions (the "Transaction Documents"), the Company's Certificate of
Incorporation, as amended to date, its Bylaws, as amended to date, the
proceedings of the Company's Board of Directors taken in connection with the
sale and issuance of the Preferred Shares, and such other documents and
instruments as we have deemed necessary. As to certain matters of fact, we
have relied upon a certificate of officers of the Company.
In conducting our examination, we have assumed the following: (i) the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity and accuracy of all documents submitted to us as originals, and
accuracy of all documents submitted to us as originals, and the conformity to
originals of all documents submitted to as copies, (ii) that the Securities
Purchase Agreement has been duly and validly authorized, executed, and
delivered by the party or parties thereto other than the Company, and
(iii) that the Securities Purchase Agreement constitutes the valid and binding
agreement of the party
34
Xxxxx International
Shepherd Investments International, Ltd.
June 6, 1997
Page 2
or parties thereto other than the Company, enforceable against such party or
parties in accordance with the terms of the Securities Purchase Agreement.
In rendering the opinion set forth in paragraph 5 below, we have
relied upon your representations and warranties as set forth in the Securities
Purchase Agreement.
With respect to matters stated herein to be to our actual knowledge,
we have advised you only as to the actual knowledge without independent
investigation of those lawyers in our firm who have devoted substantive
attention to this transaction on behalf of the Company.
Capitalized terms used and not defined herein shall have the meaning
set forth in the Securities Purchase Agreement.
Based on the foregoing, and subject to the assumptions and qualifications
set forth below, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and has
the requisite corporate power to conduct its business and to own, lease and
operate its properties, as described in the Company's Annual Report on Form
10-K for the year ended September 30, 1996 (the "1996 10-K"). The Company is
qualified as a foreign corporation to do business and is in good standing in
the State of Illinois.
2. The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Securities Purchase
Agreement, the Certificate of Designations, the Registration Rights Agreement
and the Irrevocable Transfer Agent Instructions (collectively, the
"Transaction Documents"), including issuance of the Preferred Shares and the
Conversion Shares in accordance with the terms thereof. The filing of the
Certificate of Designations and the execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated therein have been duly authorized by the Company's Board of
Directors and no further consent or authorization of the Company, its Board of
Directors or its stockholders is required therefor. The Transaction Documents
have been duly executed and delivered by the Company and the Certificate of
Designations has been duly executed and properly filed by the Company with the
Secretary of State of the State of Delaware in accordance with the Delaware
General Corporate Law (the "Delaware Corporate Law") and has become effective
under
35
Xxxxx International
Shepherd Investments International, Ltd.
June 6, 1997
Page 3
the Delaware Corporate Law. The Transaction Documents, other than the
Certificate of Designations, constitute the valid and binding agreements of
the Company, enforceable against the Company in accordance with their
respective terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of creditors' rights and remedies.
3. The issuance and sale of the Preferred Shares, have been duly
authorized. When issued in accordance with the terms of the Securities
Purchase Agreement, the Preferred Shares will be validly issued, fully paid
and non-assessable and free of all taxes, liens, charges and preemptive rights
with respect to the issue thereof. The Conversion Shares have been duly
authorized and reserved for issuance upon conversion of the Preferred Shares
in accordance with the Securities Purchase Agreement and the Certificate of
Designations and when issued in accordance with the Securities Purchase
Agreement and the Certificate of Designations, the Conversion Shares will be
validly issued, fully paid and non-assessable and free of all taxes, liens
charges and preemptive rights with respect to the issue thereof.
4. As of the date hereof, the authorized capital stock of the Company
consists of (i) 75,000,000 shares of Common Stock, par value $.01 per share,
and (ii) 10,000,000 shares of Preferred Stock, par value $.01 per share. None
of such Common Stock or such Preferred Stock is subject to preemptive rights
or other rights of the stockholders of the Company pursuant to the Certificate
of Incorporation or the Bylaws or under the Delaware Corporate Law. The
rights, preferences and privileges of the Series A Preferred Shares are as
stated in the Certificate of Designations. The Board of Directors of the
Company has reserved for issuance shares of Common Stock sufficient to provide
for the issuance of the Conversion Shares.
5. The Preferred Shares and the Conversion Shares may be issued to you
pursuant to the Transaction Documents without registration under the 1933 Act
or the securities laws of any state.
6. No authorization, approval, consent, filing or other order of any
federal or state governmental body, regulatory agency, self-regulatory
organization or stock exchange or market, or the stockholders of the Company,
or any court, or, to our knowledge, any third party, is required to be
obtained by the Company to enter into and perform its obligations under the
Transaction Documents or for the issuance and sale of the Preferred Shares and
the Conversion Shares as contemplated by the Transaction Documents, with the
exception of (i) the listing of the Conversion Shares with NASDAQ, (ii) the
filing of a Form D with the Securities and Exchange Commission, and (iii) such
registrations, filings and approvals with and by the Securities and Exchange
Commission and applicable state securities regulators as may be necessary to
effect the registration of the Conversion Shares for resale.
36
Xxxxx International
Shepherd Investments International, Ltd.
June 6, 1997
Page 4
7. Except as disclosed in the Securities Purchase Agreement, we do not
have actual knowledge of any action, suit, proceeding, inquiry or
investigation before or by any court, public board or body or any governmental
agency or self-regulatory organization pending or threatened against the
Company or any of its subsidiaries or any of the Properties of the Company or
any of its subsidiaries.
8. The execution, delivery and performance by the Company of the
Transaction Documents, the consummation by the Company of the transactions
contemplated thereby and the compliance by the Company with the terms thereof
does not violate, conflict with or constitute a default (or an event which,
with the giving of notice or lapse of time or both, constitutes or would
constitute a default) under, give rise to any right of termination,
cancellation or acceleration under, or result in the creation of any Lien on
or against any of the properties of the Company pursuant to, (i) the
Certificate of Incorporation or the Bylaws, (ii) to the best of our knowledge,
any agreement, note, lease, mortgage, deed or other instrument to which the
Company is a party or by which the Company is bound and which the Company has
filed as an exhibit to the 1996 10-K, or which, to our actual knowledge, the
Company is otherwise required to file with the Securities and Exchange
Commission, or (iii) any statute, law, rule or regulation applicable to the
Company or, to our actual knowledge, any order, writ, injunction or decree, if
such violation would have a material adverse effect on the business,
operations, financial conditions or results of operations of the Company.
9. The Company is not an "investment company" or any entity controlled by
an "investment company," as such term is defined in the Investment Company Act
of 1940, as amended.
In the process of our review of the 1996 10-K and all other reports filed by
the Company pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, since the date of the filing of the 1996 10-K, although we have not
engaged in any independent investigation and do not assume any responsibility
for the accuracy or completeness of the information contained therein, nothing
has come to our attention that has led us to believe that any of such reports
contain any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, as of its filing
date with the SEC.
This opinion is rendered only with regard to the matters set out
above. No other opinions are intended nor should they be inferred. We are
attorneys licensed to practice in the District of Columbia and the federal
courts and agencies of the United States, and we express no opinion herein as
to the laws of any other jurisdiction other than the General Corporation Law
of the State of Delaware.
37
Xxxxx International
Shepherd Investments International, Ltd.
June 6, 1997
Page 5
The opinions expressed herein are given to you solely for your use in
connection with the Securities Purchase Agreement and may not be relied upon
by any other person or entity or for any other purpose without our prior
written consent. This opinion is given solely as of the date hereof, and we
assume no obligation or duty to update any of the opinions expressed herein.
Very truly yours,
Xxxxxxxxx & Xxxxxxx
38
EXHIBIT D
FORM OF RESOLUTIONS ADOPTED BY THE COMPANY'S
BOARD OF DIRECTORS
Attached hereto.
Telular Corporation
Special Meeting of Board of Directors
April 14, 1997
Resolution to approve and execute up to $21,000,000 in Series A Convertible
Preferred Stock through a private placement, using Xxxxxx Brothers as the
Investment Banker
WHEREAS, Telular Corporation has determined that it is in the best interest of
the Company to secure up to $21,000,000 in proceeds from a Private Placement
upon the terms and conditions listed on the attached Exhibit A; and
RESOLVED, that 21,000 shares of the Company's Preferred Stock be designated as
the Series A Convertible Preferred Stock, with the preferences and rights set
forth on Exhibit B hereto; and
RESOLVED, that a Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock of Telular Corporation, in the form of Exhibit B
hereto, be filed with the Secretary of State of Delaware; and
RESOLVED, that the Corporation be, and it hereby is, authorized to issue
21,000 shares of Series A Convertible Preferred Stock in accordance with and
for the consideration specified in Exhibit A hereto to the purchasers
specified in Exhibit A hereto, or to such other or additional purchasers as
the officers of the Corporation may approve; and
RESOLVED, that the Corporation be, and it hereby is, authorized to issue upon
conversion of the Series A Convertible Preferred Stock such shares of Common
Stock, par value $.01 per share, of the Corporation, up to the total amount
authorized under the Certificate of Incorporation and not theretofore issued
or reserved for issuance for any other purpose, as may be required in
accordance with the terms of the Series A Convertible Preferred Stock; and
RESOLVED, that the Corporation hereby reserves for issuance upon conversion of
the Series A Convertible Preferred Stock 12 million shares of Common Stock,
par value $.01 per share, of the Corporation; and
RESOLVED, that the Corporation be, and it hereby is, authorized to effect the
registration of such Common Stock of the Corporation on Securities Exchange
Commission Form S-3 or such other form as may be appropriate, and in
connection therewith to execute and
39
deliver such registration statements and other documents, instruments,
agreements and certificates, pay such sums, and take such other actions as the
officers of the Corporation may deem necessary or desirable in connection
therewith; and
RESOLVED, that the Corporation be, and it hereby is, authorized to issue to
Xxxxxx Brothers up to 95,000 shares of Common Stock, par value $.01 per share,
of the Corporation, in consideration for its services heretofore provided in
connection with the sale of the Series A Convertible Preferred Stock.
RESOLVED, that the Corporation be, and it hereby is, authorized to issue in
accordance with the terms of the Private Placement, that number of shares of
Common Stock of the Corporation, par value $.01 per share, as is specified in
the Private Placement; and
RESOLVED, that the appropriate officers of the Company be and each is
authorized to do and perform or cause to be done and performed in the name and
on behalf of the Company, any and all such acts and things and execute or
deliver, under corporate seal or otherwise, any and all such documents,
agreements, instruments, certificates and notices as shall be necessary or
appropriate to carry out the intend of the foregoing resolution.
40
EXHIBIT E
FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Attached hereto.
TRANSFER AGENT INSTRUCTIONS
TELULAR CORPORATION
June 6, 1997
Xxxxxx Trust and Savings Bank
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxxx
Ladies and Gentlemen:
Referenced is made to that certain Securities Purchase Agreement, of
even date herewith, by and among Telular Corporation, a Delaware Corporation
(the "Company"), and each of Xxxxx International and Shepherd International
Investments, Ltd. (collectively, the "Holders") pursuant to which the Company
is issuing to the Holders an aggregate of 10,000 shares of Series A Preferred
Stock, $.01 par value, of the Company (the "Preferred Shares"). This letter
shall serve as our irrevocable authorization and direction to you (provided
that you are the transfer agent of the Company at such time) to issue shares
(the "Conversion Shares") of Common Stock, $.01 par value (the "Common
Stock"), of the Company to or upon the order of a Holder from time to time
upon (i) surrender to you of a properly completed and duly executed Conversion
Notice, in the form attached hereto as Exhibit I and (ii) certificates
representing Preferred Shares being converted (or an indemnification
undertaking with respect to such shares in the case of their loss, theft or
destruction). Certificates representing the Conversion Shares shall not bear
any legend restricting transfer of the Conversion Shares thereby and should
not be subject to any stop-transfer restriction; provided, however, that if
the Conversion Shares are not registered for resale under the Securities Act
of 1933, as amended, then the certificates for the Conversion Shares shall
bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, SOLD TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, IN A GENERALLY
41
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
SAID ACT."
and, provided, further that the Company may from time to time notify you to
place stop-transfer restrictions on the certificates for the Conversion Shares
in the event a registration statement covering the Conversion Shares is
subject to amendment for events then current.
Please be advised that the Holders are relying upon this letter is an
inducement to enter into the Securities Purchase Agreement and, accordingly,
each Holder is a third party beneficiary to these instructions.
Should you have any questions concerning this matter, please contact
me at (000) 000-0000.
Very truly yours,
TELULAR CORPORATION
By: s/s Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Its.: President and Chief
Executive Officer
ACKNOWLEDGED AND AGREED:
XXXXXX TRUST AND SAVINGS BANK
By: s/s Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Date: 6/6/97
Enclosure
cc: Xxxxx International Investments
Shepherd International Investments, Ltd.
Xxxxxxx Xxxxx, Esquire
42
EXHIBIT I
TELULAR CORPORATION
CONVERSION NOTICE
Reference is made to the Certificate of Designations, Preference's and Rights
of Telular Corporation (the "Certificate of Designation"). In accordance with
and pursuant to the Certificates of Designations, the undersigned hereby
elects to convert the number of shares of Series A Convertible Preferred
Stock, $.01 par value per share (the "Series A Preferred Shares"), of Telular
Corporation, a Delaware corporation (the "Company"), indicated below into
shares of Common Stock, $.01 par value per share (the "Common Stock"), of the
Company, by tendering the stock certificate(s) representing the share(s) of
Series A Preferred Shares specified below as of the date specified below. The
undersigned represents and warrants that as of the date of the date of this
notice the undersigned is in compliance with Section 4(i) of the Securities
Purchase Agreement among the Company and the Buyers named therein.
Date of Conversion: _______________________________________
Number of Series A
Preferred Shares to be converted: ______________________________________
Stock certificate no(s). of
Series A Preferred Shares
to be converted: _______________________________________
Please confirm the following information:
Conversion Price: _______________________________________
Number of shares of Common
Stock to be issued: _______________________________________
Additional Amount: _______________________________________
Please issue the Common Stock and, if applicable, any check drawn on an
account of the Company into which the Series A Preferred Shares are being
converted in the following name and to the following address:
Issue to: _______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
Facsimile Number: _______________________________________
Authorization: _______________________________________
By:____________________________________
Title: _______________________________
Date: _______________________________________
