EXHIBIT
PALM DESERT ART, INC.
(formerly Database Technologies Inc.)
OFFSHORE SUBSCRIPTION AND
INVESTMENT REPRESENTATION AGREEMENT
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT") OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAWS.
THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933 ("REGULATION S"). THE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN THE REGULATIONS) UNLESS
THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE
EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS.
THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL NOR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY OR TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. INVESTMENTS IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN
MAKING AN INVESTMENT DECISION, INVESTORS RELY ON THEIR OWN EXAMINATION OF THE
COMPANY AND TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT AND ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
1933 ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
THIS OFFSHORE SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
("Subscription Agreement") is executed in reliance upon the transaction
exemption afforded by Regulation S as promulgated by the Securities and Exchange
Commission ("SEC"), under the 1933 Acsst, and;
This Subscription Agreement has been executed by the undersigned in connection
with Palm Desert Art, Inc. (formerly Database Technologies Inc.) ("the Company")
offer for sale two million four hundred fifty thousand (2,450,000) shares
("Shares") of its $.001 par value common stock ("Common Stock") at a purchase
price of U.S. $.10 per share, or two hundred forty-five thousand dollars (U.S.
$245,000) (the "Purchase Price"). The Company's principal executive office is
located at ▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and is a
corporation organized under the laws of the State of Delaware, USA. The
Company's common stock is
publicly traded on the OTC Bulletin Board under the ticker symbol (DTBS). The
terms governing the sale of the Shares are set forth in detail in this
Subscription Agreement. The offer for sale of the Shares and the sale of such
Shares pursuant to this Subscription Agreement, if accepted by the Company, are
being made in reliance upon the provisions of Regulation S under the 1933 Act.
The undersigned subscriber, Sencorp Ltd. is private company located at National
Westminster Bank Building, Gibraltar, and has no residence or domicile in the
United States (hereinafter referred to as "Subscriber") and hereby represents
and warrants to, and agrees with the Company, as follows:
WHEREAS, the Subscriber is willing to purchase and the Company is willing
to issue two million four hundred fifty thousand shares (2,450,000) of the
Company's Common Stock pursuant to an exemption from registration under
Regulation S of the 1933 Act; and
NOW THEREFORE, in consideration of their respective promises and
undertakings herein contained, all of which are deemed by the parties hereto to
be good and valuable consideration, the parties, hereto each intending to be
legally bound hereby, do hereby covenant and agree as follows:
W I T N E S S E T H
1. Agreement to Subscribe; Consideration.
Upon the execution of this Agreement and payment of the Purchase Price by
the Subscriber to the Escrow Agent (as defined below), the Company shall cause
to be issued to the Subscriber duly authorized and executed certificate(s)
evidencing ownership of the Shares and which will bear a restrictive legend to
restrict the transfer of the Shares pursuant to Regulation S.
2. Representations and Warranties of the Subscriber. Subscriber acknowledges,
represents, warrants and agrees as follows:
(a) Offshore Transaction. The Subscriber represents and warrants to the
Company that the Subscriber is not a U.S. Person as that term is defined in Rule
902(o) of Regulation S (and as set forth in Footnote 1 below). Subscriber has
all requisite power and authority to own the Shares. The decision to invest and
the execution and delivery of this Subscription Agreement by the Subscriber, the
performance by the Subscriber of its obligations hereunder and the consummation
by the Subscriber of the transactions contemplated hereby have been duly
authorized and requires no other proceedings on the part of the Subscriber. This
Subscription Agreement has been duly executed and delivered by the Subscriber
and, assuming the execution and delivery hereof and acceptance thereof by the
Company, will constitute the legal, valid
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and binding obligations of the Subscriber, enforceable against the Subscriber in
accordance with its terms.
(b) Independent Investigation. The Subscriber, in offering to subscribe for
the Shares hereunder, has relied upon an independent investigation made by it
and has, prior to the date hereof, been given access to and the opportunity to
examine all books and records of the Company. In making the investment decision
to purchase the Shares, the Subscriber is not relying on any oral or written
representations or assurances from the Company or any other person or any
representation of the Company or any person other than as is set forth in this
Agreement, public filings of the Company or in a document executed by a duly
authorized representative of the Company making reference to this Agreement. The
Subscriber has not been furnished with any offering materials or literature
relating to the offer and sale of the securities.
(c) Evaluation of Risks. Subscriber has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of, and bearing the economic risks entailed by, an investment in the
Company and of protecting its interests in connection with this transaction. It
recognizes that its investment in the Company involves a high degree of risk.
The Subscriber, has relied upon an independent investigation made by it and has,
prior to the date hereof, been given access to and the opportunity to examine
all books and records of the Company.
(d) Due Diligence. Subscriber and/or the Subscriber's advisor(s) has
reviewed a copy of the Company's most recently filed Annual Report on Form 10-K,
and all Quarterly Reports and other reports filed thereafter or therebefore,
pursuant to the Securities Exchange Act of 1934, as amended (the "SEC Filings"),
has carefully reviewed such documents, has had the opportunity to obtain any
additional information necessary to verify the accuracy of the information
contained in such documents and has been given the opportunity to meet with
representatives of the Company and to have them answer any questions and provide
any additional information regarding the terms and conditions of this particular
investment deemed relevant by the Subscriber, and all such questions have been
answered and requested information provided to the Subscriber's full
satisfaction. In making its decision to purchase the Shares, the Subscriber has
relied solely upon its review of the documents referred to above and this
Subscription Agreement and independent investigations made by it or its
representatives. No other offering documents have been delivered to Subscriber.
(e) Independent Counsel. Subscriber acknowledges that it has been advised
to consult with its own attorney regarding legal matters concerning the Company
and to consult with its tax advisor regarding the tax consequences of acquiring
the Shares.
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(f) No Registration. Subscriber understands that the Shares have not been
registered under the 1933 Act or any other securities laws but are being offered
and sold to it in reliance upon specific exemptions from the registration
requirements of Federal and State securities laws and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Subscriber set forth herein in
order to determine the applicability of such exemptions and the suitability of
Subscriber to acquire the Shares.
(g) Offering Outside the United States. The Subscriber is not a "U.S.
Person" as defined in Regulation S (as the same may be amended from time to
time) promulgated under the Act.1 At the time the buy order for this transaction
was originated and as of the date of this Agreement, the Subscriber was outside
the United States and no offer to purchase the Securities was made in the United
States. Subscriber agrees, that it will not reoffer or sell the Securities, or
cause any transferee permitted hereunder to reoffer or sell the Securities,
within the United States, or for the account or benefit of a U.S. Person: (i) as
part of the distribution of the Securities at any time, or (ii) otherwise, until
at least forty (40) days after the Shares are issued, and, in either case, only
in a transaction meeting the requirements of Regulation S, including without
limitation, where the offer (i) is not made to a person in the United States and
either (A) at the time the buy order is originated, the Buyer is outside the
United States or the Company and any person acting on its behalf reasonably
believe that the buyer is outside the United States, or (B) the transaction is
executed in, on or through the facilities
----------
1 Pursuant to Regulation S, a "U.S. Person" means: (i) any natural person
resident in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States, (iii) any estate of which any
executor or administrator is a U.S. Person, (iv) any trust of which any trustee
is a U.S. Person, (v) any agency or branch of a foreign entity located in the
United States, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if any individual resident in the United States), (vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated or (if an individual resident in the
United States), or (viii) any partnership or corporation if organized under the
laws of any foreign jurisdiction and formed by any U.S. Person principally for
the purpose of investing in securities not registered under the Act, unless it
is organized or incorporated and owned by accredited investors (as defined in
Rule 501(a) under the Act) who are not natural persons, estates or trusts.
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of a designated offshore securities market and neither the seller nor any person
acting on its behalf knows that the transaction has been prearranged with a
buyer in the United States; and (ii) no directed selling efforts shall be made
in the United States by the buyer, an affiliate or any person acting on their
behalf, or in a transaction registered under the Act or pursuant to an exemption
from such registration.
(h) Investment Intent. Subscriber is acquiring the Shares for its own
account and not with a view to the distribution thereof to or for the benefit or
account of any U.S. Person, in whole or in part. Subscriber understands and
agrees that it may bear the economic risk of its investment in the Shares for an
indefinite period of time. Subscriber does not now have any short position or
hedge position in the Company's Common Stock nor will the Subscriber make any
promissory notes and/or pledges to that effect on the Company's Common Stock.
(i) Transfer Restrictions.
(1) The transaction restriction in connection with this offshore offer
and sale restricts Subscriber from offering and selling to U.S. Persons, or
for the account or benefit of a U.S. Person, for a period of time as
follows and defined herein as the "Restricted Period," which shall be at
least after forty (40) days after the Company's acceptance of this
Subscription Agreement. Rule 903(c)(2) governs a forty (40) day transaction
restriction.
(2) Stop transfer instructions have been or will be placed on any
certificates or other documents evidencing the Shares so as to restrict the
resale, pledge, hypothecation or other transfer thereof in accordance with
the provisions hereof and the provisions of Regulation S and the Restricted
Period. All certificates shall bear the following legend, or one of similar
effect, and assuming there are no changes in the material facts set forth
in Section 2 of this Subscription Agreement or applicable law from the date
hereof until the date the Shares are sold, and subject to the Company's
Transfer Agent's receipt of a legal opinion from legal counsel that is
reasonably acceptable to the Company, all certificates representing the
Shares after the Restricted Period shall not bear a legend.
"The Common Shares of Palm Desert Art, Inc. (the "Issuer") represented
by this certificate have been issued pursuant to Regulation S,
promulgated under the Securities Act of 1933, as amended (the "Act"),
and have not been registered under the Act or any applicable state
securities laws. These Shares may not be offered or sold within the
United States or to or for the account of a "U.S. Person" (as that
term is defined in Regulation S) during the period commencing
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on the sale of these securities and ending on the fortieth (40) day
following completion of the Regulation S offering of the Issuer
pursuant to which these Shares have been issued, which day is
__________ 1998 (the "Restricted Period")."
(j) Transfer Restrictions Regarding Shares. If the Subscriber of the Shares
makes the certification pursuant to the Notice of Sale attached hereto, as
Exhibit A, that such Subscriber has complied with all of the requirements of
Regulation S and such other requirements as set forth herein, and assuming there
are no changes in the material facts set forth in Section 2 of this Subscription
Agreement or applicable law from the date hereof, the Company shall authorize
its Transfer Agent to deliver to Subscriber stock certificates evidencing
ownership of the Shares without a restrictive legend or stop transfer
instructions to the Subscriber upon the Transfer Agent's receipt of the original
certificate(s) bearing restrictive legends. Otherwise, the Shares shall be
considered restricted securities and certificates representing such Shares shall
contain restrictive legends and stop transfer restrictions will be placed with
the Company's Transfer Agent regarding such Shares.
The Subscriber understands that the Company is the issuer of the Shares
which are the subject of this Subscription Agreement and that, for purposes of
Regulation S, a "distributor" is any underwriter, dealer or other person who
participates, pursuant to a contractual arrangement, in the distribution of
securities offered or sold in reliance on Regulation S and that an "affiliate"
is any partner, officer, director or any person directly or indirectly
controlling, controlled by or under common control with the person in question.
In this regard, the Subscriber shall not, during the 40-day restricted period
set forth under Rule 903(c)(2), act as a distributor, either directly or through
any affiliate, and shall not sell, transfer, hypothecate or otherwise convey the
Shares or interest therein, other than outside the United States to a non-U.S.
person.
(k) Registration. If, following the Restricted Period, the Company fails to
issue certificates for the Shares bearing no restrictive legend for any reason,
other than a breach of contract by the Subscriber concerning the representations
and warranties made by the Subscriber in this Subscription Agreement or the
Notice of Sale were untrue when made, then the Company shall be required, at the
request of the Subscriber and at the Company's expense, to effect the
registration of the Shares under the 1933 Act, and relevant Blue Sky laws as
promptly as is practicable. The Company and the Subscriber shall cooperate in
good faith in connection with the furnishing of information required for such
registration and the taking of such other actions as may be legally or
commercially necessary in order to effect such registration. The Company shall
commence to prepare and file a registration statement within 30
6
days of the Subscriber's written demand therefor and shall use its best efforts
to cause such registration statement to become effective as soon as practicable
thereafter. Such best efforts shall include, but not be limited to, promptly
responding to all comments received from the staff of the Securities and
Exchange Commission with respect to such registration statement and promptly
preparing and filing amendments to such registration statement which are
responsive to the comments received from the staff of the Securities and
Exchange Commission. Once declared effective by the Securities and Exchange
Commission, the Company shall cause such registration statement to remain
effective until the earlier of: (i) the sale by the Subscriber of all Shares
registered, or (ii) 120 days after the effective date of such registration
statement.
(l) No Advertisements. The Subscriber is not subscribing for Shares as a
result of, or subsequent to, any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting.
Neither the Subscriber nor any affiliate nor any person acting on its behalf,
has made any "directed selling efforts" (as defined in Rule 902 of Regulation S)
in the United States. Such activity includes, without limitation, the mailing of
printed material to investors residing in the United States, the holding of
promotional seminars in the United States, the placement of advertisements with
radio or television stations broadcasting in the United States or in
publications with a general circulation in the United States which discuss the
offering of Shares.
(m) Not an Affiliate. Subscriber is not an officer, director or affiliate
(as that term is defined in Rule 405 of the ▇▇▇▇ ▇▇▇) of the Company.
(n) No Inquiry. Subscriber has not been the subject of a regulatory inquiry
by the Commission.
3. Representations and Warranties of the Company. For so long as any Shares held
by the Subscriber remains outstanding, the Company acknowledges, represents,
warrants and agrees as follows:
(a) Organization and Authorization. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to own and operate
its properties and assets and to carry on its business as currently conducted.
The Company is not in default or violation of any material term or provision of
its Certificate of Incorporation, as amended, or Bylaws nor will the
consummation of the transactions contemplated by this Subscription Agreement
cause any such default or violation. The Company has all requisite corporate
power and authority to enter into this Subscription Agreement, to sell the
Shares hereunder and to carry out and perform its obligations under the
7
terms of this Subscription Agreement. This Agreement is a valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws effecting the rights of creditors generally and
available equitable remedies.
(b) Securities Law Authorization. The Company is a "Reporting Issuer" as
defined in Rule 902 of Regulation S. The Company is in full compliance, to the
extent applicable, with all reporting obligations under either Section 12(b),
12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and shall maintain such status on a timely basis. The Company has
registered its Common Stock pursuant to Section 12 of the Exchange Act and its
Common Stock trades on the OTC Bulletin Board under the ticker symbol (DTBS).
(c) Issuer Compliance. For so long as any Shares held by the Subscriber
remain outstanding, the Company acknowledges, represents, warrants and agrees as
follows:
(1) It will reserve from its authorized but unissued shares of Common
Stock a sufficient number of shares of Common Stock to permit the sale and
ownership of the Shares.
(2) It will use its best efforts to maintain the listing of its Common
Stock on the OTC Bulletin Board.
(3) It will permit the Subscriber to exercise its rights under this
Subscription Agreement by telecopying an executed and completed Notice of
Sale to the Company and delivering the original Notice of Sale and the
certificate(s) representing the Shares bearing a restrictive legend to the
Company by express courier. Each business date on which a Notice of Sale is
telecopied to and received by the Company in accordance with the provisions
hereof shall be deemed the Notice of Sale.
(d) Full Disclosure. There is no fact known to the Company (other than
general economic conditions known to the public generally) that has not been
disclosed in writing to the Subscriber that: (i) could reasonably be expected to
have a material adverse effect on the condition (financial or otherwise) or on
the earnings, business affairs, business prospects, properties or assets of the
Company, or (ii) could reasonably be expected to materially and adversely affect
the ability of the Company to perform its obligations pursuant to this
Subscription Agreement.
4. Representations and Warranties of the Company and Subscriber.
Each of Subscriber and the Company represent to the other the following
with respect to itself:
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(a) Subscription Agreement. This Subscription Agreement has been duly
authorized, validly executed and delivered on behalf of the Company and
Subscriber and is a valid and binding agreement in accordance with its terms,
subject to general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors' rights generally.
(b) Non-Contravention. The execution and delivery of this Subscription
Agreement and the consummation of the issuance of the Shares and the transaction
contemplated by the Subscription Agreement do not and will not conflict with or
result in a breach by the Company or Subscriber of any of the terms or
provisions of, or constitute a default under, the articles of incorporation or
by-laws of the Company or Subscriber, or any indenture, mortgage, deed of trust
of other material agreement or instrument to which the Company or Subscriber is
a party or by which it or any of its properties or assets are bound, or any
existing applicable law, rule or regulation or any applicable decree, judgment
or order of any court, Federal or State regulatory body, administrative agency
or other governmental body having jurisdiction over the Company or Subscriber or
any of its properties or assets.
(c) Approvals. Neither the Company nor Subscriber is aware of any
authorization, approval or consent of any governmental body which is legally
required for the issuance and sale of the Shares.
(d) Indemnification. Each of the Company and the Subscriber agrees to
indemnify the other and to hold the other harmless from and against any and all
losses, damages, liabilities, costs and expenses (including reasonable
attorneys' fees) which the other may sustain or incur in connection with the
breach by the indemnifying party of any representation, warranty or covenant
made by it in this Subscription Agreement.
6. Exemption; Reliance on Representations. Subscriber understands that the offer
and sale of the Shares are not being registered under the 1933 Act. The Company
is relying on the rules governing offers and sales made outside the United
States pursuant to Regulation S. Each of the Company and Subscriber agree to
comply in all material respects with the provisions of Regulation S in
connection with the transactions contemplated hereby, and to ensure that all
applicable Offering Restrictions (as defined in Regulation S) are thoroughly
complied with and satisfied and to refrain from engaging, and to ensure that
none of its affiliates will engage, in any Directed Selling Efforts.
7. Closing Date. The closing date shall be the date on which the this Agreement
shall become full executed by all parties hereto (the "Closing Date").
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8. Conditions to the Company's Obligation to Execute this Agreement. Subscriber
understands that the Company's obligation to execute this Agreement are
conditioned upon:
(a) The receipt and acceptance by the Company of this Subscription
Agreement for the Shares as evidenced by execution of this Subscription
Agreement by the President or any Vice President of the Company; and
(b) All representations and warranties of the Subscriber shall remain true
and correct as of the Closing Date; and
(c) Payment of the Purchase Price by Subscriber to ▇▇▇▇ & ▇▇▇▇ (the "Escrow
Agent"). All checks should be made payable to "▇▇▇▇ & ▇▇▇▇, as Escrow Agent for
Palm Desert Art, Inc." All funds deposited by wire transfer should be sent as
follows:
Account: ▇▇▇▇ & ▇▇▇▇ Client Trust Funds
Bank: Chase Manhattan Bank
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ABA: 021 0000 21
Acct No: 910-191-4647
Ref: Palm Desert
9. Conditions to Subscriber's Obligation to Execute this Agreement.
The Company understands that Subscriber's obligation to execute this
Agreement are conditioned upon:
(a) Acceptance by Subscriber of a satisfactory Subscription Agreement for
the Shares; and
(b) Delivery of the certificate(s) evidencing ownership of the Shares
pursuant to Regulations; and
(c) All representations and warranties of the Company shall remain true and
correct as of the Closing Date.
10. Miscellaneous.
(a) This Subscription Agreement will be construed and enforced in
accordance with and governed by the laws of the State of Delaware, except for
matters arising under the Act, without reference to principles of conflicts of
law. Each of the parties consents to the jurisdiction of the federal courts
whose districts encompass any part of the State of Delaware or the state courts
of the State of Delaware in connection with any dispute arising under this
Subscription Agreement and hereby waives, to the maximum extent permitted by
law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions. Each party hereby
agrees that
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if another party to this Subscription Agreement obtains a judgment against it in
such a proceeding, the party which obtained such judgment may enforce same by
summary judgment in the courts of any country having jurisdiction over the party
against whom such judgment was obtained, and each party hereby waives any
defenses available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Subscription Agreement irrevocably consents to the
service of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address set
forth herein. Nothing herein shall affect the right of any party to serve
process in any other manner permitted by law.
(b) If for any reason the transactions contemplated by this Subscription
Agreement are not consummated, each of the parties hereto shall keep
confidential any information obtained from any other party (except information
publicly available or in such party's domain prior to the date hereof, and
except as required by court order) and shall promptly return to the other
parties all schedules, documents, instruments, work papers or other written
information, without retaining copies thereof, previously furnished by it as a
result of this Subscription Agreement or in connection herewith.
(c) In lieu of the original, a facsimile transmission or copy of the
original shall be as effective and enforceable as the original. This
Subscription Agreement may be executed in counterparts which shall be considered
an original document and which together shall be considered a complete document.
(d) This Subscription Agreement and Exhibits annexed hereto constitute the
entire Subscription Agreement between the Subscriber and the Company with
respect to the subject matter hereof. The Subscription Agreement may be amended
only by a writing executed by both of them.
(e) The Subscriber represents to the Company that the representations and
warranties of the Subscriber contained herein are complete and accurate and may
be relied upon by the Company in determining the availability of an exemption
from registration under federal and state securities laws in connection with a
private offering of securities.
(f) In the event that any provision of this Subscription Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Subscription Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Subscription Agreement to any
party.
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(g) Each of the Company and the Subscriber agrees to keep confidential and
not to disclose to or use for the benefit of any third party the terms of this
Subscription Agreement or any other information which at any time is
communicated by the other party as being confidential without the prior written
approval of the other party; provided, however, that this provision shall not
apply to information which, at the time of disclosure, is already part of the
public domain (except by breach of this Subscription Agreement) and information
which is required to be disclosed by law.
(h) Each of the parties shall pay its own fees and expenses (including the
fees of any attorneys, accountants, appraisers or others engaged by such party)
in connection with this Subscription Agreement and the transactions contemplated
hereby.
IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the
24th day of April, 1998.
SENCORP LTD.
By: ss/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Cheam Directors Limited
-------------------------------------
Title: Directors to Sencorp Ltd.
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
(Print Name above)
Agreed to and Accepted on
this 24th day of April, 1998.
PALM DESERT ART, INC.
By: ss/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇, President
President
-------------------------
Title
▇▇▇▇ ▇. ▇▇▇▇
-------------------------
(Print Name above)
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EXHIBIT A
NOTICE OF SALE
__________, 199__
Palm Desert Art, Inc.
▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sir or Madam:
The undersigned, Sencorp Ltd. (the "Holder"), does hereby give notice that it
wishes to sell _______ shares of Common Stock of PALM DESERT ART, INC. (formerly
Database Technologies, Inc.) (the "Company") purchased from the Company pursuant
to Regulation S on April __, 1998 and the attached Subscription Agreement and
tenders herewith certificate(s) evidencing ownership of such Shares and bearing
a restrictive legend together with payment for all applicable transfer taxes, if
any. Please issue a certificate or certificates representing said Shares of
Common Stock in the name of the undersigned or in such other name specified
below, without restrictive legends.
Name: ______________________________________
Address: ______________________________________
______________________________________
The Holder represents and warrants that:
(i) the Holder is not a U.S. Person (as defined under Regulation S under
the Securities Act of 1933, as amended);
(ii) the Shares to be sol are not being sold on behalf of a U.S. Person;
(iii) all of the representations and warranties of the Holder contained in
the attached Subscription Agreement are true and correct in all respects on and
as of the date hereof as though made on and as of the date hereof;
(iv) all of the requirements of Regulation S applicable to the Holder have
been complied with by the Holder.
SENCORP LTD.
By: ______________________________
______________________________
Title
______________________________
(Print Name above)
FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:
NAME: Sencorp Ltd.
ADDRESS: National Westminster Bank Building, 57/63 Line Wall Road
Gibraltar, ▇.▇. ▇▇▇ ▇▇▇
TEL NO: ▇▇▇-▇▇▇-▇▇▇▇▇
FAX NO: ▇▇▇-▇▇▇-▇▇▇▇▇
CONTACT
NAME:
DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):
NAME:
ADDRESS:
TEL NO:
FAX NO:
CONTACT
NAME:
SPECIAL
INSTRUCTIONS:
2
