EXHIBIT 4.9
SUBSCRIPTION AGREEMENT
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Trans Energy, Inc.
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1. Subject to the terms and conditions hereinafter set forth, and in
the instrument annexed hereto as Exhibit A, the undersigned (the "Purchaser")
hereby subscribes for and purchases the number of Common Stock Purchase Warrants
of the Company ("Bridge Warrants"), set forth under the Purchaser's name on the
signature page hereof. The Bridge Warrants expire on the eighteenth (18th) month
anniversary of the issuance date of the Bridge Warrants, each such Bridge
Warrant entitling the holder to purchase one share of the Company's Common Stock
at an exercise price of $.50 per share and, in the event the Company receives
gross proceeds of not less than Three Million ($3,000,000) Dollars from a
presently contemplated public offering of the Company's Common Stock, .001 par
value ("Common Stock"), and Common Stock Redeemable Warrants of the Company
("Redeemable Warrants") as to which offering or its successful completion there
can be no assurance (the "Contemplated Offering"), the right to convert each
Bridge Warrant, at no additional cost, into two (2) Redeemable Warrants
identical to the Redeemable Warrants to be issued in the Contemplated Offering.
Each Redeemable Warrant will entitle the holder to purchase one share of Common
Stock at such exercise price. The Purchaser, by signing this Subscription
Agreement, agrees that should the Purchaser elect to convert Bridge Warrants
into Redeemable Warrants following completion of the Contemplated Offering, the
Purchaser has by this Subscription Agreement agreed not to sell any Redeemable
Warrants for a period of six (6) months from the date of completion of the
Contemplated Offering. While the Company will use every
reasonable effort to include the Redeemable Warrants issuable upon conversion of
the Bridge Warrants and the Common Stock underlying such Redeemable Warrants in
its proposed Registration Statement under the Securities Act of 1933, as amended
(the "Act"), for the Contemplated Offering, there can be no assurance that the
rules and regulations promulgated under the Act and/or the policy of the
Securities and Exchange Commission, all as in effect on the effective date of
the Registration Statement for the Contemplated Offering, will permit such
securities to be so registered. Additionally, there can be no assurance that
the Contemplated Offering will be commenced and, if commenced, successfully
concluded.
2. The minimum subscription is for Twenty-Five Thousand (25,000) Bridge
Warrants for a Two Hundred Fifty ($250.00) Dollar Purchase Price. Additional
Bridge Warrants are $.01 each.
3. Upon execution of this Subscription Agreement, the Company will issue
and sell to the Purchaser, at a price of $.01 per Bridge Warrant, the Bridge
Warrants for the aggregate purchase price (minimum of $250.00) set forth on the
signature page hereof (the "Purchase Price"). The Purchase Price is payable upon
execution of this Subscription Agreement in United States Dollars either by
certified or bank cashier's check payable to the order of the "Trans Energy,
Inc. Subscription Account" and delivered to ▇.▇. ▇▇▇▇, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Placement Agent"), together with this
Subscription Agreement, Subscriber Questionnaire and, if applicable, the
Purchaser Representative Questionnaire, all fully completed and duly signed
where required. At the Placement Agent's election, the Purchase Price may be
paid by wire transfer of
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immediately available funds in accordance with wire transfer instructions from
the Placement Agent. The Placement Agent will deposit all funds received for
purchase of the Bridge Warrants in a special non-interest bearing account
entitled the "Trans Energy, Inc. -Subscription Account" maintained at The Bank
of New York, New York, New York (the "Special Account"), such funds to be
released to the Company only upon receipt by such bank of the Company's
affidavit that Subscriptions for the 500,000 Bridge Warrants have been received
and accepted and that the Bridge Warrants have been duly issued in definitive
form by the Company to the Purchasers whose funds are being released to the
Company.
4. If this Subscription Agreement is not accepted by the Company, the
Placement Agent will cause all funds tendered in payment of the Purchase Price
to be returned to the Subscriber within ten (10) business days of the rejection
of the Subscription, or the receipt of confirmation of the aforesaid bank that
the Purchase Price paid represents cleared funds in the Special Account,
whichever is later.
5. The Bridge Warrants shall be issued in the Purchaser's name, unless
otherwise specified on the signature page hereof.
6. The Purchaser is aware that the Company's primary focus has been the
operation of a gas transmission line in West Virginia and the acquisition of oil
and gas properties for future exploitation in the Appalachian Basin. In August
1995, the Company acquired a controlling interest in its new subsidiary, Vulcan
Energy Corporation ("Vulcan"), which is involved in oil gathering and blending
activities in the Texas Gulf Coast area. Reference is made to Exhibits B
through L, inclusive, for information relating to the
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operations of the Company and its subsidiaries, including Vulcan. The Purchaser
hereby acknowledges that the Placement Agent has furnished him with the
Subscription Agreement and all Exhibits thereto.
7. The Purchaser is aware that:
(a) An investment in the Bridge Warrants of the Company to be sold
hereby involves a high degree of risk and restricted transferability.
Accordingly, the Purchaser acknowledges that the Purchaser can afford a loss of
the Purchaser's entire investment. Neither the United States Securities and
Exchange Commission ("SEC") nor any state agency nor any other agency or
authority within or outside the United States has passed upon the adequacy or
accuracy of this Offering nor made any finding or determination as to the
fairness of this investment. Any representation to the contrary is a criminal
offense.
(b) Neither the Bridge Warrants nor the Common Stock underlying the
Bridge Warrants have been registered under the Act or the securities laws of any
state or the laws of any jurisdiction outside the United States and will be
offered and sold in reliance on exemptions from the registration requirements of
these laws including, but not limited to, Sections 4(2) and 4(6) of the Act and
Regulation D promulgated by the SEC thereunder.
(c) An investment in the Company depends on the Purchaser's
particular circumstances. No private placement memorandum has been prepared. No
information concerning the Company other than that contained herein or
specifically incorporated herein has been provided to the Purchaser except as
provided in Paragraph 8(d) hereof.
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The Purchaser is cautioned not to construe this Subscription Agreement or any
prior or subsequent communication as constituting legal and/or tax advice. The
Company and its officers, directors, employees and representatives, including,
but not limited to, the Placement Agent, make no representations or warranties
with respect to the Company except as specifically set forth herein.
(d) This Subscription Agreement does not constitute an offer to sell
or a solicitation of an offer to buy any of the Bridge Warrants to anyone in any
state or other jurisdiction in which an offer or solicitation is not authorized.
(e) The Company has provided, or caused the Placement Agent to
provide, additional information which the Purchaser or the Purchaser's
representative has requested from the Company for the purpose of evaluating the
merits and risks of the purchase of the Bridge Warrants. The Company has also
provided the Purchaser and/or the Purchaser's representative with an opportunity
to meet and confer with its principals regarding all aspects of the Company's
business.
(f) The Company has appointed the Placement Agent in connection with
the sale of the Bridge Warrants and will pay the Placement Agent a sales
commission of ten (10%) percent of the Purchase Price and ten (10%) percent of
the Bridge Warrants, together with a non-accountable expense allowance of three
(3%) percent of the Purchase Price.
(g) Because an investment in the Company is an illiquid investment,
the Purchaser recognizes that: (i) the Purchaser must bear the economic risk of
investment in the Company for an indefinite period of time since neither the
Bridge Warrants nor the
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Common Stock underlying the Bridge Warrants have been registered under the Act
and, therefore, cannot be sold unless they are subsequently registered under the
Act or an exemption from such registration is available and a favorable opinion
of counsel acceptable to the Company is obtained; (ii) the Company will place a
legend on the Bridge Warrants (and, upon exercise, the certificates evidencing
the Common Stock) stating that they have not been registered under the Act and
may not be sold, transferred, pledged, hypothecated or otherwise disposed of in
the absence of either an effective registration statement or an available
exemption from the registration provisions of the Securities Act; and (iii) the
Company itself shall and/or the Company (with respect to the Common Stock) will
instruct its transfer agent to, make a notation in the records with respect to
the restrictions on the sale, transfer or disposition of the Bridge Warrants
and, when and if the Bridge Warrants are exercised, the underlying Common Stock.
(h) The Bridge Warrants, by their terms, prohibit their transfer or
assignment except in very limited circumstances, and then only in compliance
with applicable securities laws.
(i) The Bridge Warrants are themselves redeemable by the Company for $.01
per Bridge Warrant if the Company is not successful in completing a private
placement of Promissory Notes and Bridge Warrants with gross proceeds to the
Company of $600,000 by November 15, 1995, subject to the right of the Company or
the Placement Agent to extend such offering for up to an additional sixty (60)
days.
(j) The purchase of the Bridge Warrants in no way assures that the
Purchaser will ever be entitled to convert the Bridge Warrants into Redeemable
Warrants,
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which are not being offered hereby and are subject to the various contingencies
described in this Subscription Agreement.
No other offering literature or advertising in any form is being employed
in the sale and purchase of the Bridge Warrants except for this Subscription
Agreement. No person is authorized to give any information or to make any
representations not contained in this Subscription Agreement or in the documents
appended and bound herewith as Exhibits. Any representation not contained
herein must not be relied upon as having been authorized by the Company or its
officers or directors. Any distribution or reproduction of this Subscription
Agreement (including all or any part of the Exhibits hereto), in whole or in
part, or the divulgence of any of its contents, without the prior written
consent of the Company, is prohibited.
8. The Purchaser represents and warrants to the Company that:
(a) The Purchaser is an "Accredited Investor" within the meaning of
Rule 501 of Regulation D promulgated under the Act, as indicated on Exhibit M
annexed hereto.
(b) The Purchaser has sufficient available financial resources to
provide adequately for the Purchaser's current needs, including all possible
contingencies, and can bear the economic risk of a complete loss of the
Purchaser's investment hereunder without materially affecting the Purchaser's
financial condition.
(c) The Purchaser has such knowledge and experience in financial and
business matters that the Purchaser is capable of evaluating the merits and
risks of an investment in the Company and of making an informed investment
decision. The Purchaser acknowledges that the Purchaser also has significant
prior investment
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experience, and that the Purchaser recognizes the highly speculative nature of
this investment.
(d) The Purchaser is familiar with the financial condition and prospects of
the Company's business, has reviewed the Company's most recent financial
statements and each of the Exhibits appended hereto with respect to the Company
and its subsidiaries and has been furnished any other material relating to the
Company and its activities, the sale and purchase of the Bridge Warrants or
anything set forth in this Subscription Agreement (including the Exhibits
appended hereto) which the Purchaser has requested from the Company and has been
afforded the opportunity to obtain any additional information necessary to
verify the accuracy of any representation or information set forth in this
Subscription Agreement (including the Exhibits appended hereto).
(e) The Company, its officers, directors and employees, have answered all
inquiries that the Purchaser has put to them concerning the Company and its
activities and the purchase and sale of the Bridge Warrants.
(f) The Purchaser has not been furnished any offering literature other than
this Subscription Agreement, the form of Bridge Warrant annexed as Exhibit A
hereto; certain annual, quarterly and current reports of the Company filed with
the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
annexed hereto as Exhibits C, D, E and F; certain key operative documents
concerning the recent acquisition and management provisions for the Company's
newly acquired subsidiary, Vulcan Energy Corporation ("Vulcan"), annexed hereto
as Exhibits G, H and I ; the unaudited (mere compilations) financial statements
of Vulcan for its fiscal years ended January 31, 1994
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and 1995, annexed hereto as Exhibits J and K; the Letter of Intent, dated
October 5, 1995, between the Company and the Placement Agent (the "Letter of
Intent") with respect to the Contemplated Offering, annexed hereto as Exhibit L;
and the discussion of the risk factors associated with an investment in the
securities of the Company annexed as Exhibit B hereto, and the Purchaser has
relied only on the information contained herein (and the Exhibits annexed
hereto) and the information furnished or made available to the Purchaser by the
Company as described in subparagraphs (d) and (e) above. The Purchaser has
carefully reviewed the terms of the Bridge Warrants, the discussion of certain
risk factors associated with an investment in the Company, the Company's various
reports filed under the Exchange Act, the information provided with respect to
Vulcan and the Letter of Intent, all annexed hereto as Exhibits A through L,
inclusive.
Furthermore, except as set forth above, no representations or warranties
have been made to the Purchaser, or to the Purchaser's advisors, by the Company,
or its officers, directors, employees or representatives (including the
Placement Agent) with respect to the business of the Company, the financial
condition of the Company and/or the economic, tax, or any other aspect of a
purchase of the Bridge Warrants, and the Purchaser has not relied upon any
information concerning the sale and the purchase of the Bridge Warrants, written
or oral, other than the information contained in this Subscription Agreement and
the Exhibits hereto or provided by the Company on request.
(g) The Purchaser is aware that the Letter of Intent, annexed hereto
as Exhibit L, is merely an expression of an intent with respect to the
Contemplated Offering, is presently proposed to be a "best effort, all or none"
offering and is subject to many
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variables, and the Purchaser has evaluated his investment in Bridge Warrants in
light of the significant possibility that such Contemplated Offering may not
occur, or be successfully completed, and that the Bridge Warrants would not be
convertible into Redeemable Warrants exercisable for registered (unrestricted)
Common Stock.
(h) The Purchaser has agreed that the Bridge Warrants are redeemable by the
Company for the Purchase Price paid if the Company has not received gross
proceeds of $600,000 from the private placement of its Promissory Notes and
Bridge Warrants on or before November 15, 1995, subject to the right of the
Placement Agent or the Company to extend such private placement for up to an
additional sixty (60) days.
(i) The Purchaser is relying upon the Purchaser's own legal counsel,
accountant, business advisor(s) and/or others, concerning legal, tax, business
and related aspects of the Purchaser's subscription hereunder and the
Purchaser's investment in the Company.
(j) The Purchaser is acquiring the Bridge Warrants for which the Purchaser
hereby subscribes for the Purchaser's own account, as principal, for investment
purposes only, without a present view of resale, and no other person has a
direct or indirect beneficial interest therein. The Purchaser agrees that
Purchaser will not sell, transfer or otherwise dispose of the Bridge Warrants
and/or the Common Stock issuable upon exercise of the Bridge Warrants unless
they are registered under the Securities Act or unless an exemption from such
registration is available, and then only under the limited circumstances
permitted therein, such as to Purchaser's heirs.
(k) All of the information which the Purchaser has furnished to the
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Company, with respect to the Purchaser's financial position and business
experience and all representations provided by the Purchaser are true, correct
and complete as of the date of this Subscription Agreement and Purchaser has no
knowledge of any expected change in circumstances which may cause such
information and/or representations to be incorrect.
(l) The Purchaser is (i) authorized and qualified to become a Bridge
Warrant holder, and authorized to make its investment by purchase of Bridge
Warrants in the Company and (ii) any person signing the Subscription Agreement
on behalf of the Purchaser has been authorized to do so and has furnished the
Placement Agent and the Company with evidence of his authority to sign on behalf
of the Purchaser.
9. There are no registration rights of any type or nature offered, promised or
otherwise represented to the Purchaser with respect to the registration of the
Bridge Warrants and/or the Common Stock underlying the Bridge Warrants. In the
event that the Contemplated Offering is not conducted and/or, if conducted, not
successfully completed, the Company is under no obligation, and does not
presently intend, to offer the Purchaser any opportunity to have the Bridge
Warrants or Common Stock issuable upon its exercise included in any other
registration statement that may be filed by the Company. The Company has no
present plans for the filing of any registration statement other than in
connection with the Contemplated Offering.
10. The Purchaser specifically agrees that: (i) in the event the Bridge
Warrants are convertible into Redeemable Warrants, Purchaser, if the Purchaser
elects to convert Bridge Warrants to Redeemable Warrants, will not sell such
Redeemable Warrants for a period of six (6) months following the date of
completion of the Contemplated Offering and
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(ii) that the Bridge Warrants are redeemable by the Company at the Purchase
Price paid if the Company does not successfully privately place its Promissory
Notes and Bridge Warrants for gross proceeds of $600,000 on or before November
15, 1995, subject to the right of the Placement Agent or the Company to extend
such private placement for up to an additional sixty (60) days.
11. The Purchaser is aware, understands and agrees that the Company is not
representing, promising or in any way expressing any commitment to Purchaser
that it will conduct and/or complete the Contemplated Offering, even if such
failure to conduct or complete the Contemplated Offering constitutes a breach by
the Company of the Letter of Intent. The only obligation of the Company is to
act in the best interests of the Company and its then stockholders.
12. The Company proposes to use the proceeds from this Offering (after Offering
expenses) for working capital. The Company will have immediate need for
additional funds after the completion of this Offering.
13. The Company hereby makes the following representations, warranties and
covenants to the Purchasers, each of which is true and correct as of the date
hereof:
(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has all requisite
corporate power and authority to own and lease its properties, to carry on its
business as currently conducted and to consummate all of the transactions
contemplated by this Subscription Agreement. The Company is duly qualified as a
foreign corporation in each jurisdiction in which the conduct of its business or
ownership or leasing of its properties requires it to be
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so qualified, except where the failure to be so qualified would not have a
material adverse effect on the business, financial condition or prospects of the
Company. The Company has all requisite power and authority necessary to own or
hold its properties and conduct its business and holds all licenses, permits and
other required authorizations from governmental authorities necessary for the
conduct of its business.
(b) The Company has all requisite corporate power to enter into this
Subscription Agreement and to carry out and perform its obligations under the
terms of this Subscription Agreement, including the issuance and delivery of the
Bridge Warrants and, upon exercise of the Bridge Warrants, the shares of Common
Stock which underlies the Bridge Warrants.
(c) The Company has reserved 500,000 shares of its Common Stock for
issuance upon exercise of the Bridge Warrants.
(d) The Company is not in violation or material default under, nor will its
execution, delivery and performance of this Subscription Agreement result in a
material violation of, or constitute a material default under, the Certificate
of Incorporation or Bylaws of the Company or any instrument of indebtedness,
mortgage or security agreement, lease or other agreement or instrument to which
the Company is a party or by which it or any of its properties may be bound.
(e) There are no pending or threatened legal or governmental proceedings to
which the Company is a party which could materially and adversely affect the
business, property, financial condition or operations of the Company.
(f) The Bridge Warrants have been duly and validly authorized and the
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, when issued and paid for in accordance with the terms of this
Subscription Agreement, will be fully paid and nonassessable, except as to the
payments stated therein when and if exercised and, if the Bridge Warrants are
not redeemed by the Company as provided for herein, the shares of Common Stock,
when issued and paid for in accordance with the terms of the Bridge Warrants,
will be fully paid and non-assessable.
(g) This Subscription Agreement is a legal, valid and binding agreement of
the Company enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency or other laws affecting the rights of
creditors generally or by equitable principles.
(h) With respect to the Company, this Subscription Agreement does not
contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
they were made, not misleading.
14. The representations and warranties of the Purchaser and the Company
contained herein shall survive the delivery of this Subscription Agreement, the
receipt of payment for the Bridge Warrants by the Company and the issuance and
delivery of the Bridge Warrants (including any subsequent redemption, exercise
or conversion of the Bridge Warrants in accordance with their terms). The
Purchaser on the one hand, and the Company, on the other, agree to hold each
other and their respective directors, officers, employees, agents, trustees,
counsel and controlling personnel (and their respective heirs, representatives,
successors and assigns) harmless and to indemnify them against al liabilities,
costs and expenses incurred by them as a result of any breach by either the
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Purchaser or the Company, as the case may be, of any such representations and
warranties, or as a result of any violation of any securities laws caused
thereby.
15. Miscellaneous.
(a) All notices or other communications given or made hereunder shall be in
writing and shall be delivered by hand, against written receipt, sent by
overnight courier service or mailed by registered or certified mail, return
receipt requested, postage prepaid, to the Purchaser at the Purchaser's address
set forth below and to the Company at its address set forth above. Notices
shall be deemed given on the date of receipt or, if mailed, five (5) business
days after mailing, except notices of change of address, which shall be deemed
given when received.
(b) Notwithstanding the place where this Subscription Agreement may be
executed by the Purchaser or the Company, they agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of New York without regard to principles of conflict of laws.
(c) This Subscription Agreement constitutes the entire agreement between
the Purchaser and the Company with respect to the subject matter hereof and may
be amended only by a writing executed by each of them.
(d) This Subscription Agreement shall be binding upon and inure to the
benefit of both the Purchaser and the Company and their respective heirs, legal
representatives, successors and assigns.
(e) The Purchaser and the Company each hereby submit to the exclusive
jurisdiction of the courts of the State of New York located in New York, New
York and of
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the federal courts located in the Southern District of New York with respect to
any action or legal proceeding commenced by either of them with respect to this
Subscription Agreement or the Bridge Warrants. Each of them irrevocably waives
any objection they now have or hereafter may have respecting the venue of any
such action or proceeding brought in such a court or respecting the fact that
such court is an inconvenient forum and consents to the service of process in
any such action or proceeding by means of registered or certified mail, return
receipt requested, in care of the address set forth below or at such other
address as either of them shall furnish in writing to the other.
(f) The invalidity or unenforceability of any provision of this
Subscription Agreement shall not affect the validity or enforceability of any
other provision of this Subscription Agreement.
(g) The waiver by either the Purchaser or the Company of a breach of any
provision of this Subscription Agreement shall not operate, or be construed, as
a waiver of any subsequent breach of any provision of this Subscription
Agreement.
(h) The Purchaser and the Company agree to execute and deliver all further
documents, agreements and instruments and to take such other further action as
may be necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
(i) The rights of the Purchaser under this Subscription Agreement may not
be assigned without the prior written consent of the Company.
(j) This Subscription Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
together
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constitute one and the same instrument.
FOR RESIDENTS OF ALL STATES
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THE BRIDGE WARRANTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE
BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE BRIDGE WARRANTS ARE SUBJECT TO
RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE BRIDGE WARRANTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL
OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR COLORADO RESIDENTS
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THE BRIDGE WARRANTS OFFERED HAVE NOT BEEN REGISTERED UNDER THE COLORADO
SECURITIES ACT (THE "ACT"), AND, THEREFORE, CANNOT BE RESOLD OR TRANSFERRED BY
THE INVESTOR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE ACT.
FOR CONNECTICUT RESIDENTS
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THE BRIDGE WARRANTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER SECTION
36-485 OF THE CONNECTICUT GENERAL STATUTES, THE UNIFORM SECURITIES ACT, AS
AMENDED (THE "CONNECTICUT ACT"), AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY
ARE REGISTERED UNDER SECTION 36-485 OR ANY OTHER SECTION OF THE CONNECTICUT ACT
OR UNLESS AN EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 36-490 OF THE
CONNECTICUT ACT IS AVAILABLE.
FOR FLORIDA RESIDENTS
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THE FLORIDA SECURITIES ACT PROVIDES, WHERE SALES ARE TO BE MADE TO FIVE OR
MORE PERSONS IN FLORIDA, ANY SALE MADE PURSUANT TO
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SUBSECTION 517.061(2) OF THE FLORIDA SECURITIES ACT SHALL BE VOIDABLE BY SUCH
FLORIDA PURCHASER EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER,
OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT
PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
FOR GEORGIA RESIDENTS
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THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (16) OF
CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD
OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
FOR ILLINOIS RESIDENTS
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF
STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF
ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR IOWA RESIDENTS
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IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE 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 THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
FOR MICHIGAN RESIDENTS
----------------------
-▇▇-
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ OFFERED HAVE NOT BEEN REGISTERED UNDER THE MICHIGAN
UNIFORM SECURITIES ACT AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET
FORTH THEREIN.
FOR NEW YORK RESIDENTS
----------------------
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR HAS THE ATTORNEY
GENERAL PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
FOR NEW JERSEY RESIDENTS
------------------------
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY NOR HAS THE ATTORNEY
GENERAL PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
FOR NORTH CAROLINA RESIDENTS
----------------------------
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE 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 THE
ACCURACY OF DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
IN WITNESS WHEREOF, the Purchaser has signed this Subscription Agreement as
of the date indicated below.
Dated: October ______, 1995
-19-
Subscriber (if a natural person) Address of Subscriber:
-------------------------------- -----------------------------
(print name under signature)
-----------------------------
Subscriber (if other than a Social Security Numbers:
natural person)
(self)
-------------------------------- --------------------------
(spouse)
-------------------------------- --------------------------
(print name of Subscriber)
By:
----------------------------
Name:
Title:
Number of Bridge Warrants: Purchase Price: $
---------------- ----------
Name in which Bridge Warrants are to be registered if other than as above:
------
.
--------------------------------
Subscription accepted:
TRANS ENERGY, INC.
By:_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
-20-
AGREEMENT TO AMENDMENT OF
SUBSCRIPTION AGREEMENT
AND
ACKNOWLEDGEMENT OF RECEIPT OF
FIRST AMENDMENT
In connection with my subscription to Common Stock Purchase Warrants
("Bridge Warrants") of Trans Energy, Inc. (the "Company"), offered pursuant to a
Private Placement Package for an offering of an aggregate of 500,000 such Bridge
Warrants. I hereby agree to the following amendments to Paragraph 2 and 3 of my
Subscription Agreement for Bridge Warrants of Trans Energy, Inc.
A. Paragraph 2 of the Subscription Agreement for Bridge Warrants of the
Company is hereby amended by amending said Paragraph 2 in its entirety to read
as follows:
"2. There is no minimum subscription, Bridge Warrants are $.01 each."
B. Paragraph 3 of the Subscription Agreement for Bridge Warrants of the
Company is hereby amended by deleting from the third line thereof the words
"(minimum of $250.00)".
Additionally, I hereby acknowledge receipt of the First Amendment to
Private Placement Package, dated October 13, 1995.
Dated: October ____, 1995
Signature of Subscriber: Signature of Spouse (if Co-Subscriber)
------------------------ -------------------
------------------------ -------------------
(print name) (print name)
Amendment to Subscription Agreement accepted:
TRANS ENERGY, INC.
By:
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
AGREEMENT TO SECOND AMENDMENT OF
SUBSCRIPTION AGREEMENT
AND
ACKNOWLEDGEMENT OF RECEIPT OF
SECOND AMENDMENT
In connection with my subscription to Common Stock Purchase Warrants
("Bridge Warrants") of Trans Energy, Inc. (the "Company"), offered pursuant to a
Private Placement Package for an offering of an aggregate of 500,000 such Bridge
Warrants. I hereby agree to the amendments of my Subscription Agreement for
Bridge Warrants of Trans Energy, Inc. by the addition of a new Paragraph 10A
thereto.
The Subscription Agreement for Bridge Warrants of the Company is hereby
amended by adding thereto a new Paragraph 10A to read in its entirety as
follows:
"10A. The Purchaser understands that if the Bridge Warrants are
convertible into Redeemable Warrants, the Placement Agent will
have the authority, in its sole discretion, exercisable from time
to time, to release all or any portion of the Redeemable Warrants
from the six (6) month no-sale undertaking ("Lock-Up") set forth
in Paragraph 10 above. The Placement Agent, however, unless all
Redeemable Warrants issued upon conversion of Bridge Warrants are
released, must release from the Lock-Up, on a ratable basis, among
all Redeemable Warrants then issued upon Conversion of Bridge
Warrants (including Bridge Warrants issued to the Placement Agent).
The exercise of the Placement Agent's discretion shall be on written
notice to the Company and the Company shall cause a notification of
the release to be sent to each holder of Redeemable Warrants subject
to the Lock-up (and each Bridge Warrant holder if the entire Lock-Up
is released) by overnight delivery service to the noticed holder at
such holder's address as it then appears in the Company's records
for such Bridge Warrants or Redeemable Warrants, as the case may be,
at least two (2) days prior to the effective time of the release from
the Lock-Up set forth in the notification."
Additionally, I hereby acknowledge receipt of the Second Amendment to
Private Placement Package, dated October 25, 1995.
Dated: October ____, 1995
Signature of Subscriber: Signature of Spouse (if Co-Subscriber)
------------------------ ---------------------
------------------------ ---------------------
(print name) (print name)
Second Amendment to Subscription Agreement accepted:
TRANS ENERGY, INC.
By:
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
WARRANT DEAL
Third Amendment Subscript
Trans ▇▇▇.▇▇
AGREEMENT TO THIRD AMENDMENT OF
SUBSCRIPTION AGREEMENT
AND
ACKNOWLEDGMENT OF RECEIPT OF
THIRD AMENDMENT
In connection with my subscription to purchase Common Stock Purchase
Warrants ("Bridge Warrants") of Trans Energy, Inc. (the "Company"), offered
pursuant to a Private Placement Package for an offering of an aggregate of
500,000 such Bridge Warrants. I hereby agree to the following amendments to
Paragraphs 1, 3, 9, 10 and 10A and subparagraphs 7(i), 7(j), 8(g), 8(h) and
13(c) of my Subscription Agreement, as heretofore amended, for Bridge Warrants
of the Company.
A. The First Paragraph of the Private Placement Cover Page, as heretofore
amended, is further amended and restated in its entirety as follows:
"TRANS ENERGY, INC., a Nevada corporation (the "Company"), is offering to
privately place 500,000 Common Stock Purchase Warrants of the Company (the
"Bridge Warrants"), which expire on the 18th month anniversary of their
issuance date, each such Bridge Warrant entitling the holder thereof to
purchase one (1) share of the Company's Common Stock, $.001 par value (the
"Common Stock"), at an exercise price of $.50 per share. In the event the
Company files a Registration Statement for a presently contemplated public
offering of not less than $3,000,000 of the Company's Common Stock
Redeemable Warrants (the "Redeemable Warrants") and Common Stock (the
"Contemplated Offering") each and every Bridge Warrant automatically will
be converted, without additional cost or action on the part of any holder
of a Bridge Warrant, into two (2) Redeemable Warrants, each of which will
entitle the holder to purchase one (1) share of Common Stock, subject to
call for redemption, at an exercise price (not less than $2.00 per share)
as established for the Redeemable Warrants in the Contemplated Offering for
a period of five (5) years following a one (1) year restraint on exercise
and upon such other terms and conditions as the Redeemable Warrants
registered in connection with the Contemplated Offering IF, AND ONLY IF,
the Company is successful in its efforts to have any of the Redeemable
Warrants issuable upon automatic conversion of the Bridge Warrants (and, to
the extent possible, the underlying shares) included in the Registration
Statement for the Contemplated Offering on behalf of all holders who become
"Selling Securityholders" (and timely comply with all necessary procedures
for inclusion in the Registration Statement) and such Registration
Statement, including the registration of Redeemable Warrants for Selling
Securityholders is declared effective by the Securities and Exchange
Commission ("SEC"). There can be no assurance that the Company will ever
file a Registration Statement relating to the Contemplated Offering, that
the Company will be able to include therein a registration on behalf of the
Selling Securityholders and, if filed, that the SEC will declare such
Registration Statement effective. All Bridge Warrants, whether or not
included in the Registration Statement, automatically will convert to
Redeemable Warrants at the date and time, if ever, such Registration
Statement is declared effective by the SEC and will be subject to two (2)
lock-up arrangements commencing upon effectiveness of such Registration
Statement as follows: (i) a two (2) year lock-up on the sale and/or
exercise of the Redeemable Warrants without the prior consent of the
Company and which will automatically terminate upon the successful
completion, if ever, of the Contemplated Offering and (ii) a one (1) year
lock-up agreement prohibiting the sale of the Redeemable Warrants without
the prior consent of ▇.▇. ▇▇▇▇, Inc. (the "Placement Agent"). Additionally,
the Company has the right to redeem the Bridge Warrants, for $.01 per
Bridge Warrant, if it does not raise an additional $600,000 by January 14,
1996. "
B. Paragraph 1 of the Subscription Agreement is amended and restated in
its entirety as follows:
"1. Subject to the terms and conditions hereinafter set forth, and in the
instrument annexed hereto as Amended Exhibit A, the undersigned (the
"Purchaser") hereby subscribes for and purchases the number of Common Stock
Purchase Warrants of the Company ("Bridge Warrants"), set forth under the
Purchaser's name on the signature page hereof. The Bridge Warrants expire
on the 18th month anniversary of the issuance date of the Bridge Warrants,
each such Bridge Warrant entitling the holder to purchase one (1) share of
the Company's Common Stock, $.001 par value (the "Common Stock"), at an
exercise price of $.50 per share. In the event the Company files a
Registration Statement for a presently contemplated public offering of not
less than $3,000,000 of the Company's Common Stock Redeemable Warrants (the
"Redeemable Warrants") and Common Stock (the "Contemplated Offering"), each
and every Bridge Warrant automatically will be converted, without
additional cost or action on the part of any holder of a Bridge Warrant,
into two (2) Redeemable Warrants, each of which will entitle the holder to
purchase one (1) share of Common Stock, subject to call for redemption, at
an exercise price (not less than $2.00 per share) as established for the
Redeemable Warrants in the Contemplated Offering for a period of five (5)
years following a one (1) year restraint on exercise and upon such other
terms and conditions as the Redeemable Warrants registered in connection
with the Contemplated Offering IF, AND ONLY IF, the Company is successful
in its efforts to have any of the Redeemable Warrants issuable upon
automatic conversion of the Bridge Warrants (and, to the extent possible,
the underlying shares) included in the Registration Statement for the
Contemplated Offering under the Securities Act of 1933, as amended (the
"Act"), on behalf of all holders who become "Selling Securityholders" (and
timely comply with all necessary procedures for such inclusion in the
Registration Statement) and such Registration Statement, including the
registration of Redeemable Warrants for Selling Securityholders is declared
effective by the Securities and Exchange Commission ("SEC"). In the event
of automatic
conversion of the Bridge Warrants into Redeemable Warrants, the Purchaser,
by signing this Agreement agrees (i) not to sell and/or exercise any such
Redeemable Warrants held by the Purchaser for a period of two (2) years
following the effectiveness of the Registration Statement without the prior
consent of the Company, but which restriction on sale and/or exercise
immediately shall terminate upon the successful completion of the
Contemplated Offering; and (ii) not to sell any such Redeemable Warrants
for a period of one (1) year from the effective date of such Registration
Statement without the prior consent of ▇.▇. ▇▇▇▇, Inc. (the "Placement
Agent"). In order for any Redeemable Warrants (and, to the extent possible,
underlying shares) into which the Bridge Warrants may be converted to be
included in the Registration Statement, the holders thereof must provide
such information and take such other actions as the Company reasonably may
require and are usual and customary in connection with the preparation and
filing of a Registration Statement. Failure on the part of a particular
holder of Redeemable Warrants to comply with such requests shall result in
the exclusion of such Redeemable Warrants (and underlying shares) from such
Registration Statement. There can be no assurance that the Company will
ever file a Registration Statement relating to the Contemplated Offering,
that the Company will be able to include therein a registration on behalf
of the Selling Securityholders pursuant to the rules and regulations
promulgated under the Act and/or the policy of the SEC, all as in effect on
the effective date of the Registration Statement and, if filed, that the
SEC will declare such Registration Statement effective. Additionally, there
can be no assurance that the Contemplated Offering will be commenced and,
if commenced, successfully concluded."
C. Paragraph 3 of the Subscription Agreement, as heretofore amended, is
hereby further amended by deleting the words "The Bank of New York" from the
fourteenth (14th) line thereof and inserting the words "Citibank, N.A." in their
place and stead.
D. The Company and the Placement Agent have jointly determined to extend
the offering date by which to complete a private placement of promissory notes
and Bridge Warrants of the Company for an additional sixty (60) days and, as a
result thereof,
(1) Subparagraph 7(i) of the Subscription Agreement is hereby amended
by deleting therefrom that portion of the subparagraph beginning with
the words "November 15, 1995" in the fourth (4th) line thereof to and
including the words "additional sixty (60) days." at the end of such
subparagraph and inserting in their place and stead the words "January
14, 1996."; and
(2) Subparagraph 8(h) of the Subscription Agreement is hereby amended
by deleting therefrom that portion of the subparagraph beginning with
the words "November 15, 1995" in the fourth (4th) line thereof to and
including the words "additional sixty (60) days." at the end of such
subparagraph and
inserting in their place and stead the words "January 14, 1996.".
E. Subparagraph 7(j) of the Subscription Agreement is hereby amended by
deleting the words "the Purchaser will ever be entitled to convert" from the
second (2nd) and third (3rd) lines thereof and inserting in their place and
stead the words "there will ever be a conversion of".
F. Subparagraph 8(g) of the Subscription Agreement is hereby amended by
deleting the words "would not be convertible into Redeemable Warrants" from the
sixth (6th) and seventh (7th) lines thereof and inserting in their place and
stead the words "may not automatically convert into Redeemable Warrants and,
even if so converted, be".
G. Paragraph 9 of the Subscription Agreement is hereby amended by deleting
the words "conducted and/or, if conducted, not successfully completed," from the
fourth (4th) and fifth (5th) lines thereof and inserting in their place and
stead the words "pursued and no Registration Statement filed by the Company is
declared effective by the SEC which relates to the registration of the
Contemplated Offering and include therein the Redeemable Warrants (and, to the
extent possible, the underlying shares), which inclusion the Company will use
all reasonable efforts to accomplish".
H. Paragraph 10 of the Subscription Agreement and Paragraph 10A of the
Subscription Agreement, as amended by the Second Amendment, are deleted in their
entirety and in their place and stead are inserted the following:
"10. The Purchaser specifically agrees that (i) the Bridge Warrants are
redeemable by the Company at the Purchase Price paid therefor if the
Company does not successfully privately place its promissory notes and
Bridge Warrants for gross proceeds of $600,000 on or before January 14,
1996, and (ii) in the event the Bridge Warrants are automatically
converted into Redeemable Warrants, Purchaser will not sell and/or
exercise, as the case may be, such Redeemable Warrants in violation of
the following lock-up provisions:
(a) The Purchaser understands and agrees that if the Bridge Warrants
are automatically converted into Redeemable Warrants, the Purchaser
will not sell and/or exercise such Redeemable Warrants for a period of
two (2) years from the effective date of the Registration Statement
which resulted in the automatic conversion, without the consent of the
Company (the "Company Lock-Up"). The Company will have the authority,
in its sole discretion, exercisable at any time, to release all or any
portion of the Redeemable Warrants, as to sale, exercise or both, from
the Company Lock-Up, provided, however, that unless all Redeemable
Warrants issued upon conversion of the Bridge Warrants are released to
the same extent, the
Company must release from the Company Lock-Up, on ratable basis, among
all the Redeemable Warrants issued upon conversion of Bridge Warrants
(including Bridge Warrants issued to the Placement Agent). The Company
shall exercise its discretion by causing a written notification of the
release to be sent to each holder of Redeemable Warrants subject to the
Company Lock-Up by overnight delivery service to the noticed holder at
such holder's address as it then appears in the Company's records for
such Redeemable Warrants at least two (2) days prior to the effective
time of the release from the Company Lock-Up set forth in the
notification; provided, however, notwithstanding the foregoing the
Company Lock-Up shall terminate automatically and without notice upon
the date, if ever, that the Contemplated Offering is successfully
completed. Additionally, the Company may, at any time prior to the
automatic conversion of the Bridge Warrants, waive and terminate the
Company Lock-Up by written notice to all holders of Redeemable
Warrants, effective upon mailing.
(b) Purchaser will not sell such Redeemable Warrants for a period of
one (1) year from the effective date of the Registration Statement
which resulted in the automatic conversion, without the consent of the
Placement Agent (the "Placement Lock-Up"). The Placement Agent will
have the authority, in its sole discretion, exercisable at any time, to
release all or any portion of the Redeemable Warrants from the
Placement Lock-Up, provided, however, that unless all Redeemable
Warrants issued upon conversion of the Bridge Warrants are released,
the Placement Agent must release from the Placement Lock-Up, on ratable
basis, among all the Redeemable Warrants issued upon conversion of
Bridge Warrants (including Bridge Warrants issued to the Placement
Agent). The exercise of the Placement Agent's discretion shall be on
written notice to the Company and the Company shall cause a
notification of the release to be sent to each holder of Redeemable
Warrants subject to the Placement Lock-Up by overnight delivery service
to the noticed holder at such holder's address as it then appears in
the Company's records for such Redeemable Warrants at least two (2)
days prior to the effective time of the release from the Placement
Lock-Up set forth in the notification. Additionally, the Placement
Agent may, at any time prior to the automatic conversion of the Bridge
Warrants, waive and terminate the Placement Lock-Up by written notice
to all holders of Redeemable Warrants by first class mail, effective
upon mailing."
I. Subparagraph 13(c) is hereby amended by inserting immediately prior to
the "." at the end of such subparagraph the following additional words "and an
additional 500,000 shares of Common Stock for issuance, with the foregoing
500,000 shares of Common Stock, upon exercise of Redeemable Warrants in the
event of an automatic conversion of the Bridge Warrants into Redeemable
Warrants.".
J. Exhibit A to the Subscription Agreement, consisting of the form of
Purchase Warrant for the Common Stock of the Company, and Annex I thereto, is
hereby amended in its entirety by Amended Exhibit A attached hereto consisting
of an amended form of Purchase Warrant for the Common Stock of the Company and
Annex I thereto.
Additionally, I hereby acknowledge receipt of the Third Amendment to
Private Placement Package, dated November 16, 1995, and I hereby reaffirm my
Subscription Agreement for Bridge Warrants of the Company as heretofore and
hereby amended.
Dated: November , 1995
Signature of Subscriber: Signature of Spouse (if Co-Subscriber):
--------------------------- ----------------------------
--------------------------- ----------------------------
(print name) (print name)
SUBSCRIBER SIGNATURE(S) MUST BE NOTARIZED
Third Amendment to Subscription Agreement accepted:
TRANS ENERGY, INC.
By:
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
SUBSCRIBER INDIVIDUAL ACKNOWLEDGEMENTS
--------------------------------------
STATE OF )
)ss.:
COUNTY OF )
On this _____ day of ____________________, 199___, before me personally
came _________________________________________________________________, the
individual(s) described in and who executed the foregoing Agreement to Third
Amendment of Subscription Agreement and Acknowledgement of Receipt of Third
Amendment, and acknowledge that (she) (he) (they) executed the same.
----------------------------
Notary Public
