1
EXHIBIT 3.4
3.4 SUBSCRIPTION AGREEMENT, REGULATION D, RULE 504
SUBSCRIPTION AGREEMENT
HyperBaric Systems
0000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Gentlemen:
1. SUBSCRIPTION. The undersigned hereby applies to subscribe to
__________ Shares of the Common Stock of HyperBaric Systems, a California
corporation (the "Corporation"), no par value (the "Shares'), in consideration
for Twenty Five Cents ($.25) per Share. Enclosed with this Application is a
check payable to "HyperBaric Systems" as tender of the total purchase price of
the Shares subscribed for in the total sum of ___________________ Dollars ($
___________), in accordance with the terms and conditions of the Offering
Memorandum dated August 15, 1998 (the "Memorandum").
THE UNDERSIGNED ACKNOWLEDGES THAT THE SHARES BEING SUBSCRIBED FOR
HEREUNDER ARE OFFERED SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN
THE MEMORANDUM, A COPY OF WHICH THE UNDERSIGNED HAS BEEN FURNISHED. THE
UNDERSIGNED ALSO ACKNOWLEDGES THAT THIS SUBSCRIPTION AGREEMENT IS SUBJECT TO THE
UNCONDITIONAL RIGHT OF THE CORPORATION TO ACCEPT OR REJECT THE SAME IN WHOLE OR
IN PART.
2. REPRESENTATIONS BY UNDERSIGNED. The undersigned represents and
warrants as follows:
A. The undersigned has received and read the Memorandum,
relating to the Offering of the Shares, and has relied only on the
information contained therein;
----------------------------------------
(initial)
B. The undersigned is purchasing Shares in the Corporation
without being furnished any Offering literature or prospectus other than
the Memorandum and the undersigned understands that this transaction and
the Memorandum may not have been scrutinized by the Securities and
Exchange Commission or the securities authorities of any state.
----------------------------------------
(initial)
2
C. The undersigned (and the undersigned's purchaser
representative(s), if any), has (have) such knowledge and experience in
financial and business matters as to be capable of evaluating the merits
and risks of this investment; and the undersigned is aware that this
investment represents A SUBSTANTIAL RISK OF LOSS. The undersigned
represents and warrants that: (1) the undersigned has adequate means of
providing for the undersigned's current needs and possible personal
contingencies, (2) the undersigned has no need for liquidity with
respect to this investment, (3) the undersigned has no reason to
anticipate any change in the undersigned's personal circumstances,
financial or otherwise, which may cause or require any sale or
distribution of the undersigned's Shares, and (4) the undersigned is
able to bear the economic risk of ties investment -- specifically, the
undersigned is able to bear the COMPLETE LOSS OF THIS INVESTMENT (i.e.,
the full purchase price of the undersigned's Shares and any additional
capital contributions.)
----------------------------------------
(initial)
D. The undersigned (and the undersigned's purchaser
representative(s), if any) has (have) been given: (1) a copy of the
Memorandum, (2) any additional information requested, and (3) the
opportunity to communicate directly with the Officers and Directors of
the Corporation, in order to verify the accuracy of, or amplify upon,
the information in the Memorandum.
----------------------------------------
(initial)
E. The undersigned is aware that the Shares are not being
registered under the Securities Act of 1933 (the "1933 Act"). The
undersigned understands that the Shares are being offered and sold in
reliance on the exemption from registration provided by Sections 3(b) of
the 1933 Act and Regulation D, Rule 504 promulgated thereunder. The
undersigned represents and warrants that: (1) the Shares are being
acquired solely for the undersigned's own account, for investment
purposes only, and are not being purchased with a view to or in
connection with, any resale, distribution, subdivision or
fractionalization thereof, and (2) the undersigned has no agreement or
other arrangement, formal or informal, with any person to sell, transfer
or pledge any of the Shares' or which would guarantee to the undersigned
any profit, or protect the undersigned against any loss with respect to
the Securities, and the undersigned has no plans to enter into any such
agreement or arrangement. The undersigned understands that the
undersigned may be required to bear the economic risk of this investment
for an indefinite period of time because there is currently no trading
market for the Shares and the Shares cannot be resold or otherwise
transferred unless applicable state securities laws are complied with
(which the Corporation is not obligated to do) or exemptions therefrom
are available.
----------------------------------------
(initial)
3
F. The undersigned understands that the Shares cannot be
sold or assigned without the registration and/or qualification under any
applicable state securities laws or exemptions from such laws.
----------------------------------------
(initial)
G. The undersigned understands that the Corporation has no
obligation to register the Shares under the 1933 Act or to register or
qualify the Shares for sale under any state securities laws, or to take
any other action, through the establishment of exemption(s) or
otherwise, to permit the transfer thereof.
----------------------------------------
(initial)
H. As a condition of the right to subscribe for the capital
stock referred to herein, the undersigned acknowledges that the Shares
are offered solely by the Memorandum dated August 15, 1998 and on the
terms and conditions described therein. IF ANY REPRESENTATIONS HAVE BEEN
MADE OTHER THAN THOSE MADE IN THE MEMORANDUM, SUCH REPRESENTATIONS MUST
NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE CORPORATION.
----------------------------------------
(initial)
I. All information which the undersigned has provided to
the Corporation concerning himself or herself is correct and complete as
of the date set forth at the end hereof
----------------------------------------
(initial)
J. I will hold title to my Shares as follows:
______Community Property _____Tenants in Common
______Joint Tenants, with _____Separate Property
Right of Survivorship
______Other (Corporation, Single Person, Trust, etc. Please indicate.)
4
DATED: , 1998
------------ ----------------------------------------
Name of Entity, if any
------------------------------------ ----------------------------------------
Signature (Individual) *Signature with Title
------------------------------------
Signature (all record holders should sign)
------------------------------------ ----------------------------------------
Name(s) Typed or Printed Name Typed or Printed
------------------------------------ ----------------------------------------
Address to Which Correspondence Address to Which Correspondence
should be Directed should be Directed
------------------------------------ ----------------------------------------
------------------------------------ ----------------------------------------
City, State and Zip Code City, State and Zip Code
------------------------------------ ----------------------------------------
Tax Identification or Tax Identification or Social
Social Security Number Security Number
------------------------------------ ----------------------------------------
Telephone Number Telephone Number
If the Securities are being subscribed for by an entity, the Certificate of
Signatory which follows must also be completed.
WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT AND THE SUBSCRIBER'S CHECK
(PAYABLE TO - HYPERBARIC SYSTEMS") WILL BE DELIVERED TO XXXXX XXXXXX, TREASURER
OF THE COMPANY, AT 0000 XXXXXX XXXXXX, XXXX XXXX, XX 00000.
5
CERTIFICATE OF SIGNATORY
(TO BE COMPLETED IF SECURITIES ARE BEING SUBSCRIBED FOR BY AN ENTITY)
I, __________________________am the ___________________________________
of _____________________________________(the "Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and to purchase
and hold the Securities, and certify further that the Subscription Agreement has
been duly and validly executed on behalf of the Entity and constitutes A legal
and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this _________ day of ___________
1998.
---------------------------------------
Signature
