EASTBROKERS INTERNATIONAL INCORPORATED
SUBSCRIPTION AGREEMENT
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "U. S. SECURITIES ACT"), AND MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND SUBJECT TO THE
CONDITION THAT THE CORPORATION SHALL HAVE RECEIVED A LEGAL OPINION IN FORM AND
SUBSTANCE SATISFACTORY TO IT FROM COUNSEL SATISFACTORY TO IT THAT SUCH OFFER,
SALE OR OTHER TRANSFER IS SO EXEMPT, OR (D) IN A TRANSACTION REGISTERED UNDER
THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS
Dec. 11, 1998
To: Eastbrokers International, Inc.
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(print name)
0000 X. Xxxxxxxx Xxx
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(print address)
Suite 400
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Xxxxxxxxx, XX 00000
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Dear Sirs:
RE: Subscription for Shares of Eastbrokers International Incorporated
We hereby confirm your irrevocable agreement to subscribe for and
purchase, subject to the terms and conditions set forth herein, 125,000 shares
of restricted common stock (the "Securities") of Eastbrokers International
Incorporated (the "Corporation"), for an aggregate purchase price of $500,000
($4.00 per share) (the "Purchase Price").
You (hereinafter referred to as the "Subscriber" or "you") acknowledge
and agree that you have not received an offering memorandum or similar document
and that your decision to enter into this Agreement and to purchase the
Securities has not been made upon any verbal or written representation as to
fact or otherwise made by the Corporation or any other person and that your
decision is based entirely upon your own investigation and due diligence
concerning the corporation. You acknowledge, however, that you have received
from the Corporation a copy of its Form 10-KSB for the fiscal year ended March
31, 1998 and a copy of its Form 10-QSB for the period ended June 30, 1998.
CORPORATION'S CONDITIONS TO CLOSING
The Corporation's obligation to sell and deliver the Securities to you
is conditional upon receipt by the Corporation of documentation relating to the
transaction in form and substance satisfactory to counsel to the Corporation and
you. At any time prior to the Closing Date, the Corporation may choose, in its
sole discretion, not to accept your subscription, in whole or in part. Any
payment for the subscription of Securities not accepted by the Corporation will
be returned to you without interest or deduction. Unless you have returned a
signed copy of this Agreement together with payment of the aggregate Purchase
Price to the Corporation at the address set forth below on or before the Closing
Date, your subscription will not be deemed complete. The Corporation must accept
the completed subscription on or before the Closing Date, otherwise this
Agreement will be deemed not to have been accepted.
CLOSING
Delivery and payment for the Securities will be completed on or about
Dec. 15, 1998 (the "Closing Date") at the offices of EBI Securities Corporation,
0000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000. Payment for the
Securities subscribed for shall be made as described below.
PAYMENT OF PURCHASE PRICE
You will pay the Purchase Price by transferring to the corporation
140,000 free trading shares of Coyote Sports, Inc. ("XXXX") on the Closing Date.
At any time prior to six months from the date of the Closing, you shall have the
right to repurchase all of the shares of XXXX by payment to the Corporation of
$500,000, and the Corporation shall be obligated to deliver the shares to you
upon such payment. Similarly, during the same six months, the Corporation shall
have a right to sell all of the shares of XXXX to you, and you shall be
obligated to pay to the Corporation $500,000. Either party may exercise their
right to purchase or sell by providing written notice to the other party at
least five days prior to payment of the $500,000 and delivery of certificates
representing the shares.
ADJUSTMENT OF SHARE PURCHASED
In the event that the Corporation shall at any time within six months
from the date of this Agreement (i) issue any shares of Common Stock (other than
shares issuable upon exercise of currently outstanding warrants) at a purchase
price less than $4.00, or (ii) issue options, rights or warrants to subscribe
for or purchase Common Stock (or securities convertible into Common Stock) at an
exercise price less than $4.00, the number of shares purchased by you will be
increased to equal 175,000 multiplied by the fraction whose numerator is the
number of shares of Common Stock outstanding immediately prior to such issuance
plus the number of shares of Common Stock that could be purchased at $4.00 per
share with the proceeds to the Corporation from such issuance (including any
payment required upon the exercise of any such options, rights, warrants or
convertible or exchangeable securities) and whose denominator is the number of
shares of Common Stock outstanding immediately after such issuance assuming
immediate exercise of all such options, rights, warrants and convertible or
exchangeable securities; provided, however, that the provisions of this section
shall not apply to the issuance of Common Stock upon exercise of any currently
outstanding options, rights, warrants or convertible or exchangeable securities.
REPRESENTATIONS, WARRANTIES AND COVENANTS
You represent, warrant and covenant to the Corporation (which
representations, warranties and covenants will survive the Closing Date) that
you (or the person on behalf of whom you are contracting):
1. are acquiring the Securities subscribed for hereby as principal for your
own account and not for the benefit of any other person;
2. are purchasing for investment and not with a view to the resale or
distribution of all or any part of such Securities;
3. if you are an individual, or individuals, have obtained the age of majority
and are legally competent to execute this Agreement and to take all actions
required pursuant hereto and upon acceptance by the Corporation, this
Agreement will constitute a legal, valid and binding contract enforceable
against you in accordance with its terms;
4. if you are a corporation, are a valid and subsisting corporation, have the
necessary corporate capacity and authority to execute and deliver this
Agreement and to observe and perform your covenants and obligations
hereunder and have taken all necessary corporate action in respect thereof,
or if you are a partnership, limited liability company or other form of
unincorporated organization, you have the necessary legal capacity and
authority to execute and deliver this Agreement and to observe and perform
your covenants and obligations hereunder and have obtained all necessary
approvals in respect thereof, and in either case, upon acceptance by the
Corporation, this Agreement will constitute a legal, valid and binding
contract enforceable against you in accordance with its terms;
5. have such knowledge and experience in financial and business matters and
private investments of the type contemplated hereby, and are either (a)
experienced in or (b) knowledgeable with regard to, the business of the
Corporation as to be capable of evaluating the merits and risks of the
investment and are able to bear the economic risk of loss of the
investment;
6. have been provided with the opportunity to ask questions and solicit
information concerning the Corporation, its business and its financial
condition and prospects, have utilized such access to your satisfaction and
have received from the Corporation all information requested;
7. acknowledge that you have not purchased the Securities as a result of any
form of general solicitation or general advertising including
advertisements, article, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio, or television
or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
8. assuming compliance by the Corporation with all securities laws applicable
to an issuer and seller of securities, are purchasing the Securities in
compliance with all applicable securities laws in the jurisdiction of your
residence;
9. understand that the Securities have not been and will not be registered
under the U.S. Securities Act or any applicable state securities laws and
that the contemplated sale is being made in reliance on a private placement
exemption to accredited investors (as such term is defined in Rule 501(a)
of the U.S. Securities Act, "Accredited Investors");
10. are an Accredited Investor and are acquiring the Securities for your own
account or for the account of an Accredited Investor as to which you
exercise sole investment discretion and not with a view to any resale,
distribution or other disposition of the Securities in violation of the
United States securities laws or applicable state securities laws and you
have completed the Accredited Investor Questionnaire attached hereto as
Schedule "B";
11. agree that if you decide to offer, sell at otherwise transfer any of the
Securities, you will not offer, sell or otherwise transfer any of such
securities, directly or indirectly, unless (i) the sale is to the
Corporation; (ii) the sale is made outside the United States in compliance
with the requirements of Rule 904 of Regulation S: (iii) the sale is made
pursuant to an exemption from registration under the U.S. Securities Act
and in compliance with any applicable state securities laws; and (iv) the
sale is made pursuant to registration under the federal securities laws and
in compliance with any applicable state securities laws.
12. understand and acknowledge that upon the original issuance thereof and
until such time as the same is no longer required under applicable
requirements of the U.S. Securities Act or applicable state securities
laws, certificates representing the Securities and all certificates issued
in exchange therefor or in substitution thereof, shall bear the following
legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER (THE "U.S. SECURITIES ACT"), AND MAY
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE U. S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, AND SUBJECT TO THE CONDITION THAT THE CORPORATION SHALL
HAVE RECEIVED A LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO IT FROM
COUNSEL SATISFACTORY TO IT THAT SUCH OFFER, SALE OR OTHER TRANSFER IS SO
EXEMPT, OR (D) IN A TRANSACTION REGISTERED UNDER THE U.S. SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS."
and that all certificates representing the Securities and all certificates
issued in exchange therefor or in substitution thereof, shall bear the same
legend.
13. consent to the Corporation making a notation on its records or giving
instructions to any transfer agent of the Securities in order to implement
the restrictions on transfer set forth and described herein;
14. if required by applicable securities legislation, regulatory policy or
order or by any securities commission, stock exchange or other regulatory
authority, will execute, deliver and file and otherwise reasonably assist
the Corporation in filing reports, questionnaires and other similar
documents with respect to the issue of the Securities;
15. are entirely at arm's length to the Corporation; and
16. have not, in connection with your decision to subscribe for and purchase
the Securities hereunder, relied upon the Corporation or the Corporation's
lawyers or advisors for any legal or tax advice and have, if desired, in
all cases sought the advice of your own legal counsel and tax advisors.
The foregoing representations, warranties and covenants are made by you with the
intent that they survive the purchase of the Securities hereunder and shall
continue in full force and effect notwithstanding any subsequent disposition by
you of the Securities. The Corporation may rely upon such representations,
warranties and covenants in determining your suitability as a purchaser of the
Securities and you hereby agree to indemnify the Corporation and its officers,
directors and agents against all losses, claims, costs, expenses and damages or
liabilities which the Corporation may suffer or incur caused by or arising from
the Corporation's reliance thereon. You undertake to notify the Corporation
immediately of any change in any representation, warranty or other information
relating to you set forth herein which takes place prior to the Closing Date of
the purchase of the Securities subscribed for hereby.
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation represents and warrants to you (which representations and
warranties will survive the Closing Date for a period of two years) that:
1. The Corporation is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
2. This Agreement and the Securities subscribed for hereby (collectively, the
"Investment Documents") have been duly authorized by all necessary action,
executed and delivered by the Corporation and constitute the valid and
binding obligations of the Corporation, enforceable in accordance with
their respective terms. The execution, delivery and performance by the
Corporation of the Investment Documents (including without limitation the
issuance of the Common Shares) do not require the consent of any party or
regulatory authority which has not been obtained. Neither the execution nor
delivery of the Investment Documents nor the performance by the Corporation
of its obligations hereunder will constitute a violation of or default
under (a) any indenture, agreement or other instrument to which the
Corporation is a party or by which it bound; or (b) the Corporation's
charter or by-laws.
3 The Securities, when issued, sold and delivered in accordance with the
terms hereof for the consideration expressed herein will be issued in
compliance with all applicable U.S. federal and state securities laws.
4. QUALIFICATION. The Corporation and each of its subsidiaries are duly
qualified to do business and are in good standing in each jurisdiction
wherein such qualification is necessary and where failure to so qualify
could have a material adverse effect on the conditional, financial or
otherwise of the Corporation.
5. NON-CONTRAVENTION. The execution and delivery of this Agreement and the
certificates representing the Securities and all other transactions
contemplated by this Agreement do not and will not with or without the
giving of notice or the lapse of time or both; (i) result in the creation
or imposition of any lien, security interest, charge or encumbrance upon
any of the properties or assets of the Corporation; (ii) violate or
contravene any applicable law, rule or regulation or any applicable decree,
judgment or order of any court or regulatory body, administrative agency or
other governmental body having jurisdiction over the Corporation or any of
its properties or assets; or (iii) have any material adverse effect on any
permit, certificate, registration, approval, consent, license or franchise
necessary for the Corporation to own or lease and operate any of its
properties and to conduct its business.
6 APPROVALS. No authorization, approval or consent of or filing with any
court, government body, regulatory agency, self-regulatory organization or
stock exchange or shareholder of the Corporation is required to be obtained
or made by the Corporation in connection with the execution and delivery of
this Agreement or the certificates representing the Securities.
REGISTRATION RIGHTS
1. REGISTRATION. If at any time prior to the Expiration Date (as defined
below) the Company files a registration statement with the United States
Securities and Exchange Commission (the "Commission") pursuant to the U.S.
Securities Act, or pursuant to any other act passed after the date of this
Agreement, which filing provides for the sale of securities by the Company
to the public, the Company shall offer to each holder of the Securities
(each a "Holder" and together "Holders") the opportunity to include the
Securities, at the Company's sole expense. Notwithstanding anything to the
contrary, this subsection (1) shall not be applicable to a registration
statement on Forms X-0, X-0 or their successors or any other inappropriate
forms filed by the Company with the Commission. Notwithstanding the
foregoing, Holder acknowledges that the Corporation is currently preparing
a registration for resale by certain holders and that the Securities will
not be included in such registration statement unless Maccadee Investors
II, L.L.C. consents to such inclusion. The Corporation will undertake to
obtain such consent.
Participation by any Holder in a Registration Statement relating to an
underwritten offering of securities by the Corporation will be conditioned
upon such Holder's agreement to be bound by the terms of the underwriting
agreement for such offering. If the underwriter determines that the number
of securities proposed to be offered for sale pursuant to such Registration
Statement by the Holders and all other security holders of the Corporation
entitled to participate in such Registration Statement would have an
adverse effect on the offering, then the total number of securities to be
offered by each Holder and each other selling security holder will be
reduced and shall equal the number which bears the same ratio to the
maximum number of securities that the underwriter believes may be included
for all the selling security holders (including the Holder) as the original
number of securities proposed to be sold by the Holder bears to the total
original number of securities proposed to be offered by all of the Holders
and all other selling security holders.
Notwithstanding any of the foregoing provisions, the Corporation shall
have the right at any time to elect not to file any such proposed
Registration Statement, or to withdraw the same after the filing but prior
to the effective date thereof. In addition, the Corporation may require
each Holder of Securities to be registered under a Registration Statement
to furnish to the Corporation such information regarding such Holder and
the distribution of such Holder's Securities thereunder as the Corporation
may from time to time reasonably require for inclusion in such Registration
Statement, and the Corporation may exclude from such registration the
Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.
The Company shall comply with the requirements of this subsection (1) at
its own expense. That expense shall include, but not be limited to, legal,
accounting, consulting, printing, federal and state filing fees, NASD fees,
out-of-pocket expenses incurred by counsel, accountants and consultants
retained by the Company, and miscellaneous expenses directly related to the
registration statement or offering statement and the offering. However,
this expense shall not include the portion of any underwriting commissions,
transfer taxes and the underwriter's accountable and nonaccountable expense
allowances attributable to the offer and sale of the Securities, all of
which expenses shall be borne by the Holder or Holders of the Securities
registered or qualified.
In the event that the Company registers or qualifies the Securities, the
Company shall include in the registration statement or qualification, and
the prospectus included therein, all information and materials necessary to
comply with the applicable statutes and regulations of general application
so as to permit the public sale of the Securities.
2. REGISTRATION PROCEDURES. The Corporation will use its reasonable
commercial efforts to cause the Registration Statement to become and remain
effective. Thereafter, until such Securities have been sold or until
_______________ or such time as the Securities may be publicly sold in the
United States without registration under the U.S. Securities Act, whichever
is the shortest period of time (the last day of such shortest period is
referred to herein as the "Expiration Date") the Corporation shall:
(a) Prepare and file with the Commission (the "Commission") such
amendments and supplements to the Registration Statement and
the prospectus included therein (including any preliminary
prospectus) as may be necessary to keep the Registration
Statement effective;
(b) Furnish to you such reasonable number of copies of the
Registration Statement, preliminary prospectus, final
prospectus and such other documents as you may reasonably
request in order to facilitate the public offering of such
Securities;
(c) Use its reasonable commercial efforts to register or qualify
the Securities covered by the Registration Statement under the
state securities laws of such jurisdictions as you may
reasonably request (provided that the Corporation will not be
required to; (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to
qualify but for this subparagraph (c); (ii) subject itself to
taxation in any such jurisdiction; or (iii) consent to general
service of process in any such jurisdiction);
(d) Notify you promptly after it shall receive notice thereof, of
the time when the Registration Statement has become effective
or any amendment or supplement to the Registration Statement
or any prospectus included therein has been filed;
(e) Notify you promptly of any request by the Commission for the
amending or supplementing of the Registration Statement or
prospectus or for additional information;
(f) Prepare and file with the Commission, promptly upon your
request any amendments or supplements to the Registration
Statement or prospectus which, in the opinion of your counsel,
are required under the U.S. Securities Act in connection with
your distribution of Securities; and
(g) Advise you promptly after the Corporation shall receive notice
or obtain knowledge thereof, of the issuance of any stop order
by the Commission suspending the effectiveness of the
Registration Statement or the initiation or threatening of any
proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;
3. DELAY PERIODS; SUSPENSION OF SALES
(a) If at any time prior to the Expiration Date, the Corporation
determines that compliance by the Corporation with its
disclosure obligations in connection with a Registration
Statement may require the disclosure of information which
the Board of Directors of the Corporation has Identified as
material and which the Board of Directors has determined
that the Corporation has a bona fide business purpose for
preserving as confidential, then the Corporation shall not
be required to maintain the effectiveness of or amend or
supplement the Registration Statement for a period (an
"Information Delay Period") expiring three business days
after the earlier to occur of (A) the date on which such
material information is disclosed to the public or ceases to
be material or the Corporation is able to so comply with its
disclosure obligations and Commission requirements or (B) 45
days after the Corporation notifies the Holders of such
determination. There shall not be more than four Information
Delay Periods, and there shall not be two Information Delay
Periods during any contiguous 135 day period.
(b) If at any time prior to the Expiration Date, the Corporation
is advised by an investment banking firm that sales of
Securities pursuant to a Registration Statement at such time
would materially adversely affect any immediately planned
underwritten public offering of securities by the Corporation
of at least $5 million, the Corporation shall not be required
to maintain the effectiveness of such Registration Statement
or amend or supplement such Registration Statement for a
period (a "Transaction Delay Period") commencing on the date
of pricing of such public offering and expiring three business
days after the earliest to occur of (i) the abandonment of
such financing or (ii) 90 days after the completion of such
financing. There shall not be more than two Transaction Delay
Periods.
(c) A Transaction Delay Period and an Information Delay Period are
hereinafter collectively referred to as "Delay Periods" or a
"Delay Period." The Corporation will give prompt written
notice to each Holder of each Delay Period. Such notice shall
be given (i) in the case of a Transaction Delay Period, at
least 20 days in advance of the commencement of such Delay
Period and (ii) in the Case of an Information Delay Period, as
soon as practicable after the Board of Directors makes the
determination referenced in Section 3(a). Such notice shall
state to the extent, if any as is practicable, an estimate of
the duration of Such Delay Period. Each Holder, by his
acceptance of any Securities, agrees that (i) upon receipt of
such notice of a Delay Period it will forthwith discontinue
disposition of Securities pursuant to the Registration
Statement and (ii) will not deliver any prospectus forming a
part of the Registration Statement in connection with any sale
of Securities until the expiration of such Delay Period.
4. INDEMNIFICATION BY THE CORPORATION. Subject to the conditions set forth
below, in connection with any registration of Securities pursuant to
Section 1 above, the Corporation agrees to indemnify and hold harmless
you, each person. if any, who controls you within the meaning of
Section 15 of the U.S. Securities Act and your officers, directors and
agents as follows:
(a) Against any and all loss, claim, damage and expense whatsoever
arising out of or based upon (including but not limited to,
any and all expense whatsoever reasonably incurred in
investigating, preparing or defending any litigation,
commenced or threatened, or any claim whatsoever based upon)
any untrue or alleged material fact contained in any
preliminary prospectus (if used prior to the effective date
of the Registration Statement), the Registration Statement
or the prospectus (as from time to time amended and
supplemented), or in any application or other document
executed by the Corporation or based upon written
information furnished by the Corporation filed in any
jurisdiction in order to qualify the Corporation's
securities under the securities laws thereof; or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading; or any other violation of
applicable federal or state statutory or regulatory
requirements or limitations relating to action or inaction
by the Corporation in the course of preparing, filing, or
implementing the Registration Statement; provided however,
that the indemnity contained in this subsection (a) shall
not apply to a holder of Registrable Securities with respect
to any loss, claim, damage, liability or action arising out
of or based upon any untrue or alleged untrue statement or
omission made in reliance upon and in conformity with any
information furnished in writing to the Corporation by or on
behalf of such holder expressly for use in connection
therewith or arising out of any action or inaction of any
such holder;
(b) Subject to the proviso contained in subsection (a) above,
against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, commenced or threatened or of
any claim whatsoever based upon any such untrue statement or
omission or any such alleged untrue statement or omission
(including but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or defending
against any such litigation or claim) if such settlement is
effected with the written consent of the Corporation.
(c) The Corporation shall be entitled to participate at its own
expense in the defense of any suit brought to enforce any such
claim, but if the Corporation elects to assume the defense,
such defense shall be conducted by counsel chosen by it
provided that such counsel is reasonably satisfactory to you
and any other holders of Registrable Securities or controlling
persons who are defendants in any suit so brought. In the
event the Corporation elects to assume the defense of any such
suit and retain such counsel, such holders or controlling
persons shall, after the date they are notified of such
election, bear the fees and expenses of any counsel thereafter
retained by them as well as any other expenses thereafter
incurred by them in connection with the defense thereof
unless, in the reasonable opinion of such holders or
controlling persons, separate representation is advisable
because of conflict in the interests of the parties, in which
case the Corporation shall continue to pay the fees of such
counsel.
5. INDEMNIFICATION OF CORPORATION. You agree to indemnify and hold
harmless the Corporation, any underwriters for the offering and each
of their officers and directors and agents and each other person, if
any, who controls the Corporation or such underwriters within the
meaning of Section 15 of the U.S. Securities Act against any and all
such losses, liabilities, claims, damages and expenses as are
indemnified against by the Corporation under Section 5; provided
however, that such indemnification shall be limited to statements or
omissions, if any, made (or in settlement of any litigation effected
with your written consent, alleged to have been made) in any
preliminary prospectus, the Registration Statement or prospectus or
any amendment or supplement thereof or any application or other
document in reliance upon and in conformity with, written information
furnished by you or on your behalf expressly for use in any
preliminary prospectus, the Registration Statement or prospectus or
any amendment or supplement thereof. In case any action shall be
brought against the Corporation or any other person so indemnified, in
respect of which indemnity may be sought against you, you shall have
the rights and duties given to the Corporation, and each other person
so indemnified shall have the rights and duties given to you by the
provisions of Section 5(c).
PURCHASER'S CONDITIONS TO CLOSING
Your obligation to purchase the Securities as herein provided shall be
subject to the following conditions:
(a) The Corporation shall have complied with all terms and
conditions of this Agreement to be complied with or performed
by the Corporation at or prior to the time of Closing.
GENERAL PROVISIONS
1. This Agreement is governed by the law of the State of Colorado.
2. This Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be
given, except in writing signed by each party.
3. All notices and other communications provided for or permitted
hereunder shall be made in writing and delivered by hand-delivery,
first class mail, telex, telecopier, or air courier guaranteeing
overnight delivery:
(a) if to a Holder, at the address of such Holder maintained by the
Corporation's transfer agent; and
(b) if to the Corporation, at its principal executive office,
attention Vice Chairman;
or to such other addresses as the recipient party has specified to the
sending party by prior written notice to the sending party.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business
day after being delivered to a next-day air courier; five business days
after being deposited in the mail; when answered back, if faxed; and
when receipt is acknowledged by the recipient's telecopier machine, if
telecopied.
4. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and supercedes all prior and
contemporaneous agreements, written or oral, with respect to the
subject matter hereof.
If the foregoing is in accordance with your understanding, please evidence your
agreement to purchase the Securities on the terms and conditions set forth above
by signing the enclosed duplicate copy of this letter where indicated and
returning it as soon as possible (and in no event later than the Closing Date to
the Corporation.
Yours very truly,
Eastbrokers International Incorporated
/s/ Xxxxxx X. Xxxxxxxxxx
By:-----------------------------------
TO: EASTBROKERS INTERNATIONAL INCORPORATED
The undersigned hereby irrevocably accepts and agrees to be bound by
the foregoing terms and conditions and directs that the Securities be registered
and delivered in accordance with the registration and delivery instructions set
forth below:
DIRECTIONS AS TO REGISTRATION AND DELIVERY
Name of Registered Holder: Investor Resource Services, Inc.
Address of Registered Holder: 000 Xxxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Delivery Instructions: ---------------------------------
---------------------------------
---------------------------------
DATED this 11th day of December, 1998.
Investor Resource Services, Inc.
--------------------------------------------
(Subscriber's Name)
/s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
(Signature)
Xxxxxx X. Xxxxxxxxxxx
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(Print name of person signing)
President
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(Title)
