Exhibit 4 Subscription Agreement
THE IMAGING CENTER, INC.
000 Xxxxxxxx Xxxxxx
P. O. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Telephone: 000-000-0000
SUBSCRIPTION AGREEMENT
Instructions
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1. Please provide all requested information and sign this agreement in the
space provided below. Any omission may result in this form being returned to
you for completion.
2. Return this agreement and your check (or a certified or cashier's check) for
the total purchase price for the shares being purchased by you to The
Imaging Center, Inc. at the above address. Your check should be payable to
"The Imaging Center, Inc."
3. Any questions should be directed to F. Xxxxxx Xxxxxxx, M.D. at the above
address or telephone number.
4. This is a legal document and when executed and delivered by you to the
Company and by the Company to you will be binding upon you. If you have any
questions about the legal effect or nature of this document, you should
consult a qualified attorney.
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Please complete all of the following:
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Purchaser Information (Complete All Unshaded Blanks)
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Name: | | Name(s) in which Shares
| | are to be registered.
| |
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Form of Ownership (check one):
__ Individual __ Tenants in Common __ Tenants by the Entireties
(Married Couples Only)
__ Joint Tenants with Right of Survivorship
__ Custodian for _____________________________________________________________
under Uniform Transfers to Minors Act of State: ____________________
__ Other: ____________________________________________________________________
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Address: | |
| |
| |
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Telephone: | |
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State of Residence: | |
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Social Security or Employer Identification Number: |
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Number of Shares | | (Not less than 100 nor
I Want to | | more than 1,000 shares.)
Purchase: | ______ |
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Price Per Share: | x $2.00 |
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Total Purchase | |
Price (No. Shares x | $____________ |
Price) | |
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Purchase of Common Stock. I agree to purchase shares of the Class B Non-Voting
Common Stock, $1.00 par value (the "Shares") of The Imaging Center, Inc. (the
"Company") in the amount and for the price described above.
Attached to this agreement is my check (or a certified or cashier's check) for
the Total Purchase Price for the Shares being purchased by me, made payable to
"The Imaging Center, Inc." The Company will promptly deposit these funds into
the Escrow Account maintained at Farmers & Merchants Bank and Trust, Cumberland,
Maryland.
I understand that:
. The Company may, in its sole and absolute discretion, accept or reject
this subscription and the subscription will not be binding until accepted
by the Company in writing.
. My subscription may be rejected if the information in it is incomplete or
I fail to provide additional information needed to complete my
subscription or to clarify any information I have provided.
. The Shares I am purchasing will only be issued upon acceptance by the
Company and upon satisfaction of the terms and conditions of this
agreement.
. My subscription may be cancelled and my funds will be returned without
interest in the event the Company does not accept my subscription on or
before ____________, 2000.
My Representations. I understand that the offering and sale of the Shares is
registered under the Securities Act of 1933 and various state securities laws
and that the Company and its advisors will rely on my representations in this
agreement to comply with these laws. Accordingly, I represent and warrant to the
Company and agree as follows:
. All information about me in this agreement is true and correct.
. I have received the Company's Prospectus dated _________________, 2000.
. I have had a reasonable opportunity to ask questions of and receive
answers from a person or persons acting on behalf of the Company
concerning this investment, including the terms and conditions of this
offering.
. I have reached the age of majority, have adequate means of providing for
my current needs and personal contingencies, am able to bear the
substantial economic risks of an investment in the Shares for an
indefinite period of time, understand that there is presently no public
market for the shares and that I may be unable to resell the shares, have
no need for liquidity in such an investment and, at the present time,
could afford a complete loss of such investment.
. If this agreement is executed by a corporation, partnership, limited
liability entity, trust, unincorporated association or other legal entity
(the "Entity"), the Entity represents, warrants and agrees that:
> all references in this agreement to "I" or "me" and any similar
references are to the Entity;
> the person signing this agreement on behalf of the Entity has full
power and authority to bind the Entity;
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> the Entity has full legal power and authority to enter into this
agreement and to purchase the Shares; and
> this agreement has been duly authorized, executed and delivered by the
Entity and is binding upon the Entity.
I hereby acknowledge and agree that:
. Irrevocability. Upon acceptance by the Company, my purchase of the Shares
is irrevocable and I may not cancel, terminate or revoke this
subscription or any of my agreements made in this agreement.
. Binding Effect. My obligations under this agreement shall survive my
death or disability and shall bind my heirs, executor, administrators,
successors, legal representatives and assigns.
. Multiple Purchasers. If this agreement is signed by more than one person,
their obligations shall be joint and several, and their agreements,
representations, warranties and acknowledgments contained in this
agreement are binding upon each of them and their heirs, executors,
administrators, successors, legal representatives and assigns.
. Modification. Neither this agreement nor any of its provisions may be
waived, modified, discharged or terminated other than by a further
written agreement signed by the party granting any waiver, modification,
discharge or termination.
. Notices. Any notice or other communication between the Company and me
shall be sent by mail or delivered to the address appearing in this
agreement for the person to whom the notice or communication is sent.
. Counterparts. This agreement may be executed on separate signature pages
or in any number of counterparts, and this agreement, so signed, shall be
binding on all of us, notwithstanding that all signatures do not appear
on one agreement.
. Entire Agreement. This agreement contains all agreements between the
Company and me regarding the purchase of the Shares, except as otherwise
stated in this agreement.
. Severability. Each provision of this agreement is intended to be
severable from every other provision, and if any portion of this
agreement is invalid or illegal, the rest of this agreement will remain
in effect and binding upon us.
. Assignment. This agreement may not be transferred assigned by me except
as may be provided above.
. Applicable Law. This agreement shall be governed by and construed under
laws of the State of Maryland.
Dated: ______________________
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INDIVIDUAL SUBSCRIBER(S): | ENTITY SUBSCRIBER:
|
| __________________________________
| [Entity Name]
|
_________________________________ |
Signature of Purchaser | By: ______________________________
| Name: ____________________________
| Title: ___________________________
|
_________________________________ |
Signature of Purchaser |
|
|
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PURCHASE ACCEPTED FOR _________ SHARES:
THE IMAGING CENTER, INC.
By: __________________________________
F. Xxxxxx Xxxxxxx, M.D., President
Date: ___________________________
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