REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated [________], 1999 (the "Agreement"), by
and between DCAP Group, Inc., a Delaware corporation (the "Company"), and
_______________, the holder of ______ units of the Company sold in connection
with the Company's Private Placement (as defined below) (individually a "Holder"
and collectively with the holders of other Units, the "Holders").
WHEREAS, the Company has proposed to offer, pursuant to the Company's
private placement offering (the "Private Placement"), a minimum of $1,000,000
and a maximum of $2,000,000 of units of the Company (the "Units"), each Unit
consisting of (i) 45,453 shares of the Company's common stock ("Common Stock");
(ii) 15,151 Class A Common Stock purchase warrants (the "Class A Warrants"),
each Warrant entitling the holder thereof to purchase one share of Common Stock
at an exercise price that is equal to $1.65; (iii)15,151 Class B Common Stock
purchase warrants (the "Class B Warrants"), each Warrant entitling the holder
thereof to purchase one share of Common Stock at an exercise price that is equal
to $2.06; and (iv) 15,151 Class C Common Stock purchase warrants (the "Class C
Warrants"), each Warrant entitling the holder thereof to purchase one share of
Common Stock at an exercise price that is equal to $2.48. The Class A Warrants,
the Class B Warrants and the Class C Warrants shall hereinafter collectively be
referred to as the "Warrants;" and
WHEREAS, pursuant to the terms of, and in order to induce the Holder to
enter into, a certain subscription agreement dated the date hereof between the
Company and the Holder (the "Subscription Agreement") to purchase the Units, the
Company and the Holder have agreed to enter into this Agreement; and
WHEREAS, Aegis Capital Corp. has acted as placement agent (the "Placement
Agent") in connection with the offering of the Units (the "Offering"); and
WHEREAS, the Placement Agent has agreed to use its best efforts to solicit
and receive offers to purchase the Units but shall have no obligation to
purchase any of the Units. The term of this Agreement shall commence on the date
of the consummation of the Offering with respect to the Holder and shall
terminate five years following the consummation of the final closing of the
Offering.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Company and the Holder hereby agree as follows:
1. Registration Rights. The Holders of the Common Stock, shares of Common
Stock issuable upon exercise of the Warrants, and shares of Common Stock
issuable pursuant to the anti-dilution provisions discussed in the Warrant
Agreement (together with the shares of Common Stock issuable to the Placement
Agent pursuant to the warrants issued to the Placement Agent in connection with
the Offering, collectively, the "Registerable Securities"), will be entitled
to exercise demand and piggyback registration rights as provided herein:
a. Piggyback Registration Rights. If, at any time during the four (4)
year period commencing upon the first anniversary of the final closing
of the Offering, the Company proposes to register any of its
securities under the Securities Act of 1933, as amended (the "1933
Act") (other than pursuant to Form S-4 or S-8 or other comparable
form), the Company shall give written notice to all Holders of its
intention to file such registration statement at least twenty (20)
days prior to the filing thereof and of such Holders' rights with
regard to the inclusion therein of the Registerable Securities. Upon
the written request of a majority of the Holders delivered to the
Company within ten (10) days after giving of such notice (which
request shall specify the Registerable Securities intended to be
disposed of by such Holders, the number of shares of Common Stock and
other securities of the Company beneficially owned by the Holders and
the intended method of disposition thereof), the Company shall include
in such registration statement the Registerable Securities held by
each such Holder requested to be included therein; provided, however,
that, if, at any time after giving such written notice of the
Company's intention to register any of the Holder's Registerable
Securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay the
registration of such Registerable Securities or to withdraw any filed
registration statement, the Company may give written notice of such
determination to each Holder and thereupon shall be relieved of its
obligation to register any Registerable Securities issued or issuable
in connection with such registration (but not from its obligation to
pay registration expenses in connection therewith or to register the
Registerable Securities in a subsequent registration); and in the case
of a determination to delay a registration, shall thereupon be
permitted to delay registering any Registerable Securities for the
same period as the delay in respect of securities being registered for
the Company's own account.
b Demand Registration Rights. The Company agrees that, on one
occasion, at any time during the two (2) year period commencing upon
the first anniversary of the final closing of the Offering, upon the
written request of the Holders of a majority of the Registerable
Securities that the Company register under the 1933 Act any or all of
the Registerable Securities (which notice shall specify the
Registerable Securities intended to be disposed of by the Holders, the
number of shares of Common Stock and other securities of the Company
beneficially owned by the Holders, and the intended method of
disposition thereof), the Company shall promptly, but no later than
six weeks after receipt of such request, file a registration statement
pursuant to the 1933 Act, so that such requested Registerable
Securities may be publicly sold under the 1933 Act as promptly as
practicable thereafter, and the Company will use its best efforts to
cause such registration statement to become effective (including the
taking of such steps as are reasonably necessary to obtain the removal
of any stop order) within ninety (90) days after the filing thereof.
Within ten (10) days after receiving any such request pursuant to this
paragraph, the Company shall give notice to any other Holders,
advising that the Company has received such request and, subject to
the provisions of this paragraph (b), offering to include in the
registration statement the Registerable Securities held by the other
Holders, provided that they shall furnish the Company, within ten (10)
days after the giving of such notice, with the information required to
be included in the notice of the demanding Holders. Notwithstanding
the foregoing, the Company shall not be obligated to file or use its
best efforts to cause to become effective a registration statement
under this paragraph (b) during any period (i) commencing with the
date the Company files a registration statement relating
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to the sale or exchange by it of its securities in either an
underwritten offering or in an offering involving a merger,
acquisition, combination or reorganization, and (ii) ending on the
ninetieth (90th) day following the consummation of any such
underwritten offering or other such transaction, or if, in its
judgment, such filing or registration may interfere with or affect the
negotiation or completion of any transaction that is being
contemplated by the Company (whether or not a final decision has been
made to undertake such transaction) at the time the right to delay is
exercised, or involve initial or continuing disclosure obligations
that might not be in the best interest of the Company's stockholders.
Following the conclusion of such period or commencing upon such time
as the filing or registration would not be so disruptive or
detrimental, the Company's obligation to file or use its best efforts
to cause to become effective a registration statement shall
recommence.
All costs and expenses of such registration statements including, but not
limited to, legal, accounting, printing and mailing fees shall be borne by the
Company which shall maintain such registration statement current under the 1933
Act for a period of at least 180 days from the effective date thereof, subject
to the provisions of Section 5 hereof. The Company shall supply prospectuses,
and such other documents as the Holders may reasonably request in order to
facilitate the public sale or other disposition of the Registerable Securities,
use its best efforts to register and qualify any of the Registerable Securities
for sale in such states as such Holders reasonably designate and furnish
indemnification as hereinafter provided.
2. Underwriter's discretion to limit Registration Rights; Availability of
Other Public Sales. The underwriter of any offering pursuant to which the
Holders may opt to exercise their registration rights, may, in its discretion,
limit the number of Registerable Securities (to zero, if necessary) to be
included in the registration statement covering the offering of securities if,
in the underwriter's opinion, at the time such registration is required to be
filed, or at the time the Company is required to exercise its best efforts to
cause such registration statement to become effective, such a cutback is
advisable and in the best interests of the Company because of the prevailing
market conditions, or because the inclusion of such securities may have a
substantial dilutive and harmful effect on the market value of the securities,
or because the inclusion of the Registerable Securities is likely to affect
adversely the success of the underwritten offering or the price that would be
received.
3. Mandatory Registration. In the event the Holders were precluded from
selling all of their Registerable Securities in connection with a registration
statement filed pursuant to Section 1 of this Agreement due to an underwriter
cutback as provided in Section 2 hereof, the Company shall use its best efforts
to effect the registration of all remaining Registerable Securities as soon as
practicable, but not later than six (6) months after the effective date of such
registration statement. This paragraph shall constitute a demand for
registration pursuant to the provisions of Section 1(b) hereof.
4. Option to Include Registerable Securities in Offering. Notwithstanding
anything contained in Section 1 of this Agreement, the Company shall not be
required to include any of the Holders' Registerable Securities in an
underwritten offering of the Company's securities unless such Holders accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it (provided such terms are usual and customary for
selling stockholders) and the Holders agree to execute and/or deliver such
documents in connection with such registration
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as the Company or the managing underwriter may reasonably request.
5. Cooperation with Company; Suspension of Sales. The Holders will
cooperate with the Company in all respects in connection with this Agreement,
including, timely supplying all information reasonably requested by the Company
and executing and returning all documents reasonably requested in connection
with the registration and sale of the Registerable Securities. If, after a
registration statement becomes effective, the Company advises the Holders of
Registerable Securities that the Company considers it appropriate for the
registration statement to be amended, the Holders of such Registerable
Securities shall suspend any further sales of their Registerable Securities
until the Company advises them that the registration statement has been amended.
6. Registration Procedures. If and whenever the Company is required by any
of the provisions of this Agreement to use its best efforts to effect the
registration of any of the Registerable Securities under the 1933 Act, the
Company shall (except as otherwise provided in this Agreement), as expeditiously
as possible:
a. prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement and shall use its best efforts
to cause such registration statement to become effective and remain
effective until all the Registerable Securities are sold or become
capable of being publicly sold without registration under the 1933
Act;
b. prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the 1933 Act
with respect to the sale or other disposition of all securities
covered by such registration statement whenever the Holder or Holders
of such securities shall desire to sell or otherwise dispose of the
same (including prospectus supplements with respect to the sales of
securities from time to time in connection with a registration
statement pursuant to Rule 415 of the Commission);
c. furnish to each Holder such numbers of copies of a summary
prospectus or other prospectus, including a preliminary prospectus or
any amendment or supplement to any prospectus, in conformity with the
requirements of the 1933 Act, and such other documents, as such Holder
may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such Holder;
d. use its best efforts to register and qualify the securities covered
by such registration statement under such other securities or blue sky
laws of such jurisdictions as each Holder shall reasonably request,
and do any and all other acts and things which may be necessary or
advisable to enable such Holder to consummate the public sale or other
disposition in such jurisdiction of the securities owned by such
Holder, except that the Company shall not for any such purpose be
required to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified or to file therein any
general consent to service of process, or subject the Company to any
material tax in any such jurisdiction where it is not then so subject;
e. use its best efforts to list such securities on any securities
exchange on which any securities of the Company is then listed, if the
listing of such securities is then
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permitted under the rules of such exchange;
f. enter into and perform its obligations under an underwriting
agreement, if the offering is an underwritten offering, in usual and
customary form, with the managing underwriter or underwriters of such
underwritten offering;
g. notify each Holder of Registerable Securities covered by such
registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered
under the 1933 Act, of the happening of any event of which it has
knowledge as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing; and
h. furnish, at the request of any Holder on the date such Registerable
Securities are delivered to the underwriters for sale pursuant to such
registration or, if such Registerable Securities are not being sold
through underwriters, on the date the registration statement with
respect to such Registerable Securities becomes effective, (i) an
opinion, dated such date, of the counsel representing the Company for
the purpose of such registration, addressed to the underwriters, if
any, and to the Holder making such request, covering such legal
matters with respect to the registration in respect of which such
opinion is being given as the Holder of such Registerable Securities
may reasonably request and are customarily included in such an opinion
and (ii) letters, dated, respectively, (1) the effective date of the
registration statement and (2) the date such Registerable Securities
are delivered to the underwriters, if any, for sale pursuant to such
registration from a firm of independent certified public accountants
of recognized standing selected by the Company, addressed to the
underwriters, if any, and to the Holder making such request, covering
such financial, statistical and accounting matters with respect to the
registration in respect of which such letters are being given as the
Holder of such Registerable Securities may reasonably request and are
customarily included in such letters; and
i. take such other actions as shall be reasonably requested by any
Holder to facilitate the registration and sale of the Registerable
Securities; provided, however, that the Company shall not be obligated
to take any actions not specifically required elsewhere herein which
in the aggregate would cost in excess of $5,000.
7. Restrictions on Transfer of Registerable Securities. The Holder agrees
that he will not sell or transfer any of the Registerable Securities for a
period of twelve months from the Effective Date of any registration statement in
which such Registerable Securities are included without the prior written
consent of the Placement Agent.
8. Expenses. All expenses incurred in any registration of the Holders'
Registerable Securities under this Agreement shall be paid by the Company,
including, without limitation, printing expenses, fees and disbursements of
counsel for the Company, expenses of any audits to which the Company shall agree
or which shall be necessary to comply with governmental requirements in
connection with any such registration, all registration and filing fees for the
Holders' Registerable Securities under federal and a state securities laws, and
expenses of complying with the
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securities or blue sky laws of any jurisdictions pursuant to Section 5(d);
provided, however, the Company shall not be liable for (a) any discounts or
commissions to any broker, dealer or underwriter; (b) any stock transfer taxes
incurred with respect to Registerable Securities sold in the Offering or (c) the
fees and expenses of counsel for any Holder, provided that the Company will pay
the costs and expenses of Company counsel when the Company's counsel is
representing any or all selling security holders.
9. Indemnification. In the event any Registerable Securities are included
in a registration statement pursuant to this Agreement:
a. Company Indemnity. Without limitation of any other indemnity
provided to any Holder, either in connection with the Offering or
otherwise, to the extent permitted by law, the Company shall indemnify
and hold harmless each Holder, the affiliates, officers, directors and
partners of each Holder, any underwriter (as defined in the 0000 Xxx)
for such Holder, and each person, if any, who controls such Holder or
underwriter (within the meaning of the 1933 Act or the Securities
Exchange Act of 1934 (the "Exchange Act"), against any losses, claims,
damages or liabilities (joint or several) to which they may become
subject under the 1933 Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a
"Violation"): (i) any alleged untrue statement of a material fact
contained in such registration statement including any preliminary
prospectus (if used prior to the effective date of the registration
statement) or final prospectus contained therein or any amendments or
supplements thereto, (ii) the alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein, (iii) any violation or alleged violation by the
Company of the 1933 Act, the Exchange Act, or any state securities law
or any rule or regulation promulgated under the 1933 Act, the Exchange
Act or any state securities law, and the Company shall reimburse each
such Holder, affiliate, officer or director or partner, underwriter or
controlling person for any legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company shall
not be liable to any Holder in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is
based upon a Violation which occurs in reliance upon and in conformity
with written information furnished expressly for use in connection
with such registration by or on behalf of any such Holder or any other
affiliate, officer, director, partner, underwriter or controlling
person thereof.
x. Xxxxxx Indemnity. Each Holder shall indemnify and hold harmless the
Company, its affiliates, its counsel, officers, directors,
shareholders and representatives, any underwriter (as defined in the
0000 Xxx) and each person, if any, who controls the Company or the
underwriter (within the meaning of the 0000 Xxx) against any losses,
claims, damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the Exchange Act or any state
securities law, and the Holder shall reimburse the Company, affiliate,
officer or director or partner, underwriter or controlling person for
any legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; insofar as such losses, claims, damages or liabilities (or
actions and respect thereof) arise out of or are based upon any
statements or information provided by or on behalf of such Holder to
the Company in connection with the offer or sale of Registerable
Securities.
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c. Notice; Right to Defend. Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of any action
(including any governmental action), such indemnified party shall, if
a claim in respect thereof is to be made against any indemnifying
party under this Section 8 deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall
have the right to participate in and if the indemnifying party agrees
in writing that it will be responsible for any costs, expenses,
judgments, damages and losses incurred by the indemnified party with
respect to such claim, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party; provided, however,
that an indemnified party shall have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying
party, if the indemnified party reasonably believes that
representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall relieve
such indemnifying party of any liability to the indemnified party
under this Agreement only if and to the extent that such failure is
prejudicial to its ability to defend such action.
d. Contribution. If the indemnification provided for in this Agreement
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage
or expense referred to therein, then the indemnifying party, in lieu
of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of
such loss, liability, claim, damage or expense in such proportion as
is appropriate to reflect the relative fault of the indemnifying party
on the one hand and the indemnified party on the other hand in
connection with the statements or omissions which resulted in such
loss, liability, claim, damage or expense as well as any other
relevant equitable considerations. The relative fault of the
indemnifying party and the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. Notwithstanding the foregoing, the amount any Holder shall
be obligated to contribute pursuant to the Agreement shall be limited
to an amount equal to the proceeds to such Holder of the Registerable
Securities sold pursuant to the registration statement which gives
rise to such obligation to contribute (less the aggregate amount of
any damages which the Holder has otherwise been required to pay in
respect of such loss, claim, damage, liability or action or any
substantially similar loss, claim, damage, liability or action arising
from the sale of such Registerable Securities).
e. Survival of Indemnity. The indemnification provided by this
Agreement shall be a continuing right to indemnification and shall
survive the registration and sale of any Registerable Securities by
any person entitled to indemnification hereunder and the expiration or
termination of this Agreement.
11. Limitation on Other Registration Rights. Except as otherwise set forth
in this
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Agreement, the Company shall not, without the prior written consent of the
Holders of Registerable Securities representing a majority thereof held by all
the Holders, file any registration statement filed on behalf of any person
(including the Company) other than a Holder to become effective during any
period when the Company is not in compliance with this Agreement.
12. Remedies.
a. Time is of Essence. The Company agrees that time is of the essence
of each of the covenants contained herein and that, in the event of a
dispute hereunder, this Agreement is to be interpreted and construed
in a manner that will enable the Holders to sell their Registerable
Securities as quickly as possible after such Holders have indicated to
the Company that they desire their Registerable Securities to be
registered. Any delay on the part of the Company not expressly
permitted under this Agreement, whether material or not, shall be
deemed a material breach of this Agreement.
b. Remedies Upon Default or Delay. The Company acknowledges the breach
of any part of this Agreement may cause irreparable harm to a Holder
and that monetary damages alone may be inadequate. The Company
therefore agrees that the Holder shall be entitled to injunctive
relief (referring to paragraph 9 above) or such other applicable
remedy as a court of competent jurisdiction may provide. Nothing
contained herein will be construed to limit a Holder's right to any
remedies at law, including recovery of damages for breach of any part
of this Agreement.
13. Notices.
a. All communications under this Agreement shall be in writing and
shall be mailed by certified mail, postage prepaid, return receipt
requested, or telecopied with confirmation of receipt or delivered by
hand or by overnight delivery service:
If to the Company, at:
DCAP Group, Inc.
00 Xxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx, Chairman
If to the Placement Agent at:
Aegis Capital Corp.
00 Xxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxx
If to any Holder of any Registerable
Securities, to the address of such Holder as
it appears in the stock or warrant ledger of
the Company.
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b. Any notice so addressed, when mailed by registered or certified
mail shall be deemed to be given three days after so mailed, when
telecopied shall be deemed to be given when transmitted, or when
delivered by hand or overnight shall be deemed to be given when hand
delivered or on the day following deposit with the overnight delivery
service.
14. Successors and Assigns. Except as otherwise expressly provided herein,
this Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of the Company and each of the Holders.
15. Amendment and Waiver. This Agreement may be amended, and the observance
of any term of this Agreement may be waived, but only with the written consent
of the Company and the Holders of securities representing a majority of the
Registerable Securities; provided, however, that no such amendment or waiver
shall take away any registration right of any Holder of Registerable Securities
or reduce the amount of reimbursable costs to any Holder of Registerable
Securities in connection with any registration hereunder without the consent of
such Holder; further provided, however, that without the consent of any other
Holder of Registerable Securities, any Holder may from time to time enter into
one or more agreements amending, modifying or waiving the provisions of this
Agreement if such action does not adversely affect the rights or interest of any
other Holder of Registerable Securities. No delay on the part of any party in
the exercise of any right, power or remedy shall operate as a waiver thereof,
nor shall any single or partial exercise by any party of any right, power or
remedy preclude any other or further exercise thereof, or the exercise of any
other right, power or remedy.
16. Counterparts. One or more counterparts of this Agreement may be signed
by the parties, each of which shall be an original but all of which together
shall constitute one and same instrument.
17. Governing Law. This Agreement shall be construed in accordance with and
governed by the internal laws of the State of New York, without giving effect to
conflicts of law principles thereof or the actual domiciles of the parties.
18. Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.
19. Headings. The headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.
20. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes any and all
prior or contemporaneous understandings with respect thereto.
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REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE
FOR INDIVIDUALS:
-----------------------------
(Print Name)
-----------------------------
(Print Name, if more than one
subscriber)
Dated: , 1999
-------------
(Signature)
------------------------------
(Signature, if more than one
subscriber)
FOR CORPORATIONS:
-----------------------------
Name of Company
-----------------------------
Name and Title of Executive
Officer executing Questionnaire
Dated: , 1999
-------------
Signature of Officer
FOR PARTNERSHIPS:
-----------------------------
Name of Partnership
-----------------------------
Name of General Partner executing
Questionnaire
Dated: , 1999
-------------
Signature of General Partner
executing Questionnaire
10
REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE
FOR TRUSTS:
-----------------------------
Name of Trust
-----------------------------
Name of Authorized Trustee
Executing Questionnaire
Dated: , 1999 ___________________________
-------------
Signature of Authorized
Trustee
FOR QUALIFIED PENSION PLANS:
---------------------------
-----------------------------
Name of Qualified Pension Plan
and
-----------------------------
Name of Plan Fiduciary
executing Questionnaire
Dated: , 1999 ____________________________
------------- Signature of Plan Fiduciary
executing Questionnaire
or
----------------------------
Name of Plan Beneficiary
executing Questionnaire
and
Dated: , 1999 ____________________________
-------------- Signature of Plan Beneficiary
executing Questionnaire
11
ACCEPTED AND AGREED
this ______ day of _________, 1999
DCAP Group, Inc.
By:____________________________
Name:
Title:
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