HUMATECH, INC.
AN ILLINOIS CORPORATION
STOCK PURCHASE AGREEMENT
AND INVESTOR QUESTIONNAIRE
1. PURCHASE OF SHARES: The undersigned (the "Purchaser") hereby
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irrevocably offers to purchase (i) One Million Three Hundred Seventy Five
Thousand (1,375,000) shares (the "Common Stock") of common stock, and (ii)
warrants (the "Warrants" and, collectively with the Common Stock, the "Shares")
to acquire an additional One Million Three Hundred Seventy Five Thousand
(1,375,000) shares of common stock, in form and substance substantially similar
to Exhibit B attached hereto and made a part hereof, of Humatech, Inc., an
Illinois corporation (the "Company"), for the sum of Five Hundred Fifty Thousand
($550,000), which amount, when and if accepted by the Company, will constitute
the payment by the Purchaser of the purchase price for the Shares (the "Purchase
Price"). The Purchaser shall pay the Purchase Price in accordance with the
following table:
a. $50,000 previously paid on June 1, 2001 (125,000 shares)
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b. $50,000 previously paid on July 5, 2001 (125,000 shares)
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c. $25,000 previously paid on July 31, 2001 (62,500 shares)
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d. $30,000 previously paid on August 9, 2001 (75,000 shares)
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e. $395,000 to be paid by 5pm CST on Friday, August 24, 2001 (987,500
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shares).
Upon receipt of payment, the Company shall promptly deliver to Purchaser
stock certificates in the name of the Purchaser for the number of shares
indicated above.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER: The
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Purchaser hereby represents, warrants and agrees as follows:
(a) The Shares are being purchased by the Purchaser and not by any
other person, with the Purchaser's own funds and not with the funds of any other
person, and for the account of the Purchaser, not as a nominee or agent and not
for the account of any other person. On acceptance of this Stock Purchase
Agreement by the Company, no other person will have any interest, beneficial or
otherwise, in the Shares. The Purchaser is not obligated to transfer the Shares
to any other person nor does the Purchaser have any agreement or understanding
to do so. The Purchaser is purchasing the Shares for investment for an
indefinite period not with a view to the sale or distribution of any part or all
thereof by public or private sale or other disposition. The Purchaser has no
intention of selling, granting any participation in, or otherwise distributing
or disposing of any Shares. The Purchaser does not intend to subdivide the
Purchaser's purchase of Shares with any person.
(b) The Purchaser has been advised that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), or
qualified under the securities law of any state, on the ground, among others,
that no distribution or public offering of the Shares is to be effected and the
Shares will be issued by the Company in connection with a transaction that does
not involve any public offering within the meaning of section 4(2) of the Act
and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange
Commission under the Act, and under any applicable state blue sky authority.
The Purchaser understands that the Company is relying in part on the Purchaser's
representations as set forth herein for purposes of claiming such exemptions and
that the basis for such exemptions may not be present if, notwithstanding the
Purchaser's representations, the Purchaser has in mind merely acquiring Shares
for resale on the occurrence or nonoccurrence of some predetermined event. The
Purchaser has no such intention.
(c) The Purchaser, either alone or with the Purchaser's
professional advisers (i) are unaffiliated with, have no equity interest in
(other than as set forth in the Investor Questionnaire attached hereto), and are
not compensated by, the Company or any affiliate or selling agent of the
Company, directly or indirectly; (ii) 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 Shares; and (iii) has the capacity to
protect the Purchaser's own interests in connection with the Purchaser's
proposed investment in the Shares.
(d) The Purchaser acknowledges that the Purchaser has been
furnished with such financial and other information concerning the Company, the
directors and officers of the Company, and the business and proposed business of
the Company as the Purchaser considers necessary in connection with the
Purchaser's investment in Shares. As a result, the Purchaser is thoroughly
familiar with the proposed business, operations, properties and financial
condition of the Company and has discussed with officers of the Company any
questions the Purchaser may have had with respect thereto. The Purchaser
understands:
(i) The risks involved in this investment, including the
speculative nature of the investment;
(ii) The financial hazards involved in this investment,
including the risk of losing the Purchaser's entire
investment;
(iii) The lack of liquidity and restrictions on transfers of
the Shares; and
(iv) The tax consequences of this investment.
The Purchaser has consulted with the Purchaser's own legal, accounting,
tax, investment and other advisers with respect to the tax treatment of an
investment by the Purchaser in the Shares and the merits and risks of an
investment in the Shares.
(e) Understanding that the investment in Shares is highly
speculative, the Purchaser is able to bear the economic risk of such investment.
The Purchaser is an "Accredited Investor" because Purchaser either:
(i) has a net worth of at least $1,000,000 (including home
and personal property), OR
(ii) had an individual income of more than $200,000 in each
of the two most recent calendar years, and reasonably expects to have an
individual income in excess of $200,000 in the current calendar year; or along
with Purchaser's spouse had joint income in excess of $300,000 in each of the
two most recent calendar years, and reasonably expects to have a joint income in
excess of $300,000 in the current calendar year.
For purposes of this Stock Purchase Agreement, "individual income" means
"adjusted gross income" as reported for Federal income tax purposes, exclusive
of any income attributable to a spouse or to property owned by a spouse: (i)
the amount of any interest income received which is tax-exempt under Section 103
of the Internal Revenue Code of 1986, as amended, (the "Code"), (ii) the amount
of losses claimed as a limited partner in a limited partnership (as reported on
Schedule E of form 1040), (iii) any deduction claimed for depletion under
Section 611 et seq. of the Code and (iv) any amount by which income from
long-term capital gains has been reduced in arriving at adjusted gross income
pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it
was in effect prior to enactment of the Tax Reform Act of 1986.
For purposes of this Stock Purchase Agreement, "joint income" means,
"adjusted gross income," as reported for Federal income tax purposes, including
any income attributable to a spouse or to property owned by a spouse, and
increased by the following amounts: (i) the amount of any interest income
received which is tax-exempt under Section 103 of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of Form 1040), (iii)
any deduction claimed for depletion under Section 611 et seq. of the Code and
(iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of
the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.
For the purposes of the Stock Purchase Agreement, "net worth" means (except
as otherwise specifically defined) the excess of total assets at fair market
value, including home and personal property, over total liabilities, including
mortgages and income taxes on unrealized appreciation of assets.
(f) If the Purchaser is an individual, the Purchaser is over 21
years of age; and if the Purchaser is an unincorporated association, all of its
members are of such age.
(g) If the Purchaser is a corporation, partnership, employee
benefit plan or XXX, the Purchaser was either:
(i) not formed for the purpose of investing in the Shares,
has or will have other substantial business or investments, and is (please check
one):
_____ an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act
of 1974, provided that the investment decision is made
by a plan fiduciary, as defined in section 3(21) of such
Act, and the plan fiduciary is a bank, savings and loan
association, insurance company or registered investment
adviser; OR
_____ an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act
of 1974 that has total assets in excess of
$5,000,000; OR
__X__ each of its shareholders, partners, or
beneficiaries is an Accredited Investor; OR
_____ the plan is a self directed employee benefit plan
and the investment decision is made solely by a person
that is an Accredited Investor; OR
_____ a corporation, a partnership, or a Massachusetts
or similar business trust with total assets in excess
of $5,000,000.
(ii) formed for the specific purpose of investing in the
Shares, and is an Accredited Investor because each of its shareholders or
beneficiaries is an Accredited Investor.
(h) If the Purchaser is a Trust, the Purchaser was either:
(i) not formed for the specific purpose of investing in the
Shares, and is an Accredited Investor because
(please check one):
_____ the trust has total assets in excess of
$5,000,000 and the investment decision has been made by
a "sophisticated person"; OR
_____ the trustee making the investment decision on its
behalf is a bank (as defined in Section 3(a)(2) of the
Act), a saving and loan association or other institution
as defined in Section 3(a)(5)(A) of the Securities Act,
acting in its fiduciary capacity; OR
_____ the undersigned trustee certifies that the trust
is an Accredited Investor because the grantor(s) of the
trust may revoke the trust at any time and regain
title to the trust assets and has (have) retained
sole investment control over the assets of the trust and
the (each) grantor(s) is an Accredited Investor; OR
_____ the undersigned trustee certifies that the trust
is an Accredited Investor because all of the beneficial
owners of the trust are Accredited Investors
(ii) formed for the specific purpose of investing in the
Shares, and the undersigned trustee certifies that the
trust is an Accredited Investor because the grantor(s)
of the trust may revoke the trust at any time and regain
title to the trust assets and has (have) retained sole
investment control over the assets of the trust and the
(each) grantor(s) is an Accredited Investor.
(i) The Purchaser, if not an individual, is empowered and duly
authorized to enter into this Stock Purchase Agreement under any governing
document, partnership agreement, trust instrument, pension plan, charter,
certificate of incorporation, bylaw provision or the like; this Stock Purchase
Agreement constitutes a valid and binding agreement of the Purchaser enforceable
against the Purchaser in accordance with its terms; and the person signing this
Stock Purchase Agreement on behalf of the Purchaser is empowered and duly
authorized to do so by the governing document or trust instrument, pension plan,
charter, certificate of incorporation, bylaw provision, board of directors or
stockholder resolution, or the like.
(j) The Social Security Number or taxpayer identification shown in
this Stock Purchase Agreement is correct, and the Purchaser is not subject to
backup withholding because (i) the Purchaser has not been notified that he or
she is subject to backup withholding as a result of a failure to report all
interest and dividends or ii) the Internal Revenue Service has notified the
Purchaser that he or she is not longer subject to backup withholding.
(k) The Purchaser hereby acknowledges and agrees that this Stock
Purchase Agreement is an offer by the Purchaser to purchase the Shares, which
offer may be accepted or declined by the Company. The Purchaser hereby further
acknowledges that this Stock Purchase Agreement does not constitute an offer by
the Company to sell securities or a solicitation of an offer to buy securities.
(l) The Purchaser has accurately completed the Investor
Questionnaire attached hereto as Exhibit A and incorporated by reference herein.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY:
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The Company hereby represents, warrants and agrees as follows:
(a) The Company hereby grants to Purchaser, for a period of five
(5) years from the date hereof, a preemptive right to a pro rata portion of New
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Securities (as defined below) which the Company, from time to time, may sell or
issue; provided, however, that this right shall not apply to the first 1,375,000
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New Securities issued by the Company. Purchaser's pro rata portion, for
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purposes of this Section 3(a), is the ratio of the number of shares owned by
Purchaser (including common stock issuable upon exercise of warrants and vested
stock options) to the total number of shares owned by all stock holders
(including common stock issuable upon exercise of warranted and vested stock
options). New Securities shall mean any common stock of the Company, whether
now authorized or not, and rights, options or warrants to purchase common stock,
and securities of any type whatsoever that are or may become convertible into or
exchangeable for common stock; provided that the term New Securities does not
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include (i) common stock issued as a stock dividend to holders of common stock
or upon any subdivision or combination of shares of common stock, or (ii) the
issuance of stock options, or shares of common stock issued upon exercise of
stock options, which are issued pursuant to a Company employee, director, or
consultant benefit or compensation plan approved by the Company's Board of
Directors in the ordinary course of business. The Company agrees to, within
fifteen (15) days of its sale of New Securities which are subject to this
Section 3(a), give notice to Purchaser of Purchaser's rights hereunder, and
Purchaser shall have fifteen (15) days from the date of receipt of such notice
to purchase its pro rata share of New Securities for the price and upon the
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terms specified in the notice.
(b) If, during the first five (5) years following this Agreement,
the Company or its controlling shareholders enter into Change of Control
Transaction (defined below), then the Company shall take reasonable steps to
ensure that acquiring party in the Change of Control Transaction makes an offer
to Purchaser to acquire the Common Stock then owned by Purchaser on the same
terms as offered to other. Purchaser shall have ten (10) days to accept or deny
any such offer. A Change of Control Transaction shall include (i) the
consummation of a merger, consolidation, sale of the Company's stock, or other
reorganization of the Company (other than a reincorporation of the Company), if
after giving effect to such merger, consolidation or other reorganization of the
Company, the stockholders of the Company immediately prior to such merger,
consolidation or other reorganization do not represent a majority interest of
the holders of voting securities (on a fully diluted basis) with the ordinary
voting power to elect directors of the surviving or resulting entity after such
merger, consolidation or other reorganization; or (ii) the sale of all or
substantially all of the assets of the Company to a third party who is not an
affiliate of the Company. The term Change in Control Transaction shall not
include: (a) a transaction the sole purpose of which is to change the state of
the Company's incorporation, or (b) a secondary public offering by the Company.
(c) So long as Purchaser is a holder of at least ten percent (10%)
of the Company's common stock (including exercisable warrants and options),
Purchaser MAY nominate one (1) individual to serve on the Company's Board of
Directors. Said nominee may be removed by the Company's Board of Director for
"Cause", defined as the commission of a felony, the breach of a fiduciary duty
owed to the Company, or the willful commission of a dishonest act affecting the
Company.
(d) The Company agrees to promptly procure and to herewith
maintain, for a period of five (5) years from the date hereof, a key man life
insurance policy respecting Xxxxx Xxxxxxxx that is reasonably priced and
reasonably acceptable to Purchaser that provides for coverage of not less than
one million dollars ($1,000,000). The Company shall be the beneficiary of such
policy.
(e) The Company agrees that it shall obtain and maintain, for so
long as Purchaser has a nominee on its Board of Directors pursuant to subsection
(c) hereof, at its own cost and expense (not to exceed $18,000 per year), an
errors and omissions insurance policy including director liability coverage that
is reasonable acceptable to Purchaser.
(f) The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Illinois, with all requisite
corporate power and authority to execute, deliver, and perform this Agreement.
The execution, delivery, and performance of this Agreement and the consummation
of the transactions contemplated hereby and thereby, have been duly and validly
authorized by all necessary corporate action on the part of the Company. This
Agreement is a valid and legally binding obligation of the Company, enforceable
against it in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or similar laws generally affecting the
enforcement of creditors' rights. Neither the execution and delivery of this
Agreement nor the fulfillment of or compliance with the terms or provisions
hereof or thereof will result in a breach of the terms, conditions, or
provisions of, or constitute a default under, or result in a violation of, the
Certificate of Incorporation or Bylaws of the Company or any agreement,
contract, instrument, order, judgment or decree to which the Company is a party
or by which it is bound, or violate any provision of any applicable law, statute
or rule or regulation or any order, decree, writ or injunction of any court or
governmental entity.
(g) The Company Common Stock, when issued and paid for pursuant to
the terms of this Agreement, will be duly authorized in all necessary corporate
action, validly issued and fully paid and non-assessable.
(h) No materially adverse condition or event has occurred
respecting the Company since the Company's last filing with the Securities and
Exchange Commission under the Securities and Exchange Act of 1934.
(i) The Company acknowledges that, at any time after a 90 day
waiting period following the date hereof, Purchaser may make a written request
of the Company for registration under the Securities Act of 1933 of all of the
Shares (including the shares of common stock underlying the exercise of the
Warrants) then owned by Purchaser (the "Demand Request"). The Company shall
file a registration statement for the securities identified in the Demand
Request within 45 days of receive thereof, and shall use its best efforts to
cause the same to be declared effective by the SEC as promptly as practicable
after such filing. Purchaser agrees to I) pay one half of the costs related to
such Demand Request and II) to fund the remainder of the costs related to the
Demand Request in exchange for a promissory note from the Company equal to such
amount, the terms of which shall be mutually agreed by the Company and
Purchaser.
(j) The Company shall timely file all reports and other
information required to be filed by Section 13 or 15(d) under the Securities and
Exchange Act of 1934 (the "1934 Act"), as amended, as the case may be, as shall
be necessary in order that the conditions to the availability of Rule 144 of the
1934 Act in connection with the sale of shares of common stock by Purchaser
shall be met, at no cost to Purchaser.
4. AGREEMENT TO REFRAIN FROM RESALES: Without in any way limiting the
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representations and warranties herein, the Purchaser further agrees that the
Purchaser shall in no event pledge, hypothecate, sell, transfer, assign or
otherwise dispose of any of the Shares, nor shall the Purchaser receive any
consideration for the Shares from any person, unless and until prior to any
proposed pledge, hypothecation, sale, transfer, assignment or other disposition
Purchaser has given the Company fourteen (14) days advance written notice of
such transaction.
5. CERTIFICATES REPRESENTING SHARES TO BE LEGENDED: The Purchaser
----------------------------------------------------
understands and agrees that any certificate representing the Shares or relating
to the Shares may bear such legends as the Company may consider necessary or
advisable to facilitate compliance with the Act, applicable state blue sky laws,
and any other securities law, including without limitation legends stating that
the Shares have not been registered under the Act or qualified under the Law and
setting forth the limitations on dispositions imposed hereby.
6. SHARES WILL BE RESTRICTED SECURITIES: The Purchaser understands
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that the Shares will be "restricted securities" as that term is defined in Rule
144 under the Act and, accordingly, that the Shares must be held indefinitely
unless they are subsequently registered under the Act and qualified under
applicable state blue sky law and any other applicable securities law or
exemptions from such registration and qualification as are available. The
Purchaser understands that, except as provided in Section 3 herein, the Company
is under no obligation to register the Shares under the Act, to qualify the
Shares under any securities law, or to comply with any exemption under the Act
or any other law. The Purchaser understands that Rule 144 prevents the sale of
any of the Shares for at least one year, and only then under certain specific
circumstances.
7. COMPANY MAY REFUSE TO TRANSFER: Notwithstanding the foregoing, if,
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in the opinion of counsel for the Company, the Purchaser has acted in a manner
inconsistent with the representations and warranties in this Stock Purchase
Agreement, the Company may refuse to transfer the Purchaser's Shares until such
time as counsel for the Company is of the reasonable opinion that such transfer
will not require registration of the Shares under the Act or qualification of
the Shares under applicable blue sky law or any other securities law. The
Purchaser understands and agrees that the Company may refuse to acknowledge or
permit any disposition of the Shares that is not in all respects in compliance
with this Stock Purchase Agreement and that the Company intends to make an
appropriate notation in its records to that effect.
8. INDEMNIFICATION: The Purchaser hereby agrees to indemnify and
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defend the Company and its directors and officers and hold them harmless from
and against any and all liability, damage, cost or expense incurred on account
of or arising out of:
(a) Any breach of or inaccuracy in the Purchaser's
representations, warranties or agreements herein;
(b) Any disposition of any Shares contrary to any of the
Purchaser's representations, warranties or agreements herein;
(c) Any action, suit or proceeding based on (i) a claim that any
of said representations, warranties or agreements were inaccurate or misleading
or otherwise cause for obtaining damages or redress from the Company or any
director or officer of the Company under the Act, or (ii) any disposition of any
Shares.
9. SUCCESSORS: The representations, warranties and agreements
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contained in this Stock Purchase Agreement shall be binding on the Purchaser's
successors, assigns, heirs and legal representatives and shall inure to the
benefit of the respective successors and assigns of the Company and its
directors and officers.
10. ATTORNEYS FEES: In the event of a dispute involving this Agreement,
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the prevailing party shall be entitled to receive from the non-prevailing party,
attorneys fees and costs of litigation, including costs of experts and court
costs.
11. MISCELLANEOUS:
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(a) No modification or amendment of this Agreement or any waiver
of any provision hereof shall be of any force or effect except by a written
document signed by both parties which specifically references this Agreement.
(b) All notices or advices required or permitted to be given by
or pursuant to this Agreement, shall be given in writing. All such notices and
advices shall be (i) delivered personally, (ii) delivered by facsimile or
delivered by U.S. Registered or Certified Mail, Return Receipt Requested mail,
or (iii) delivered for overnight delivery by a nationally recognized overnight
courier service. Such notices and advices shall be deemed to have been given
(i) the first business day following the date of delivery if delivered
personally or by facsimile, (ii) on the third business day following the date of
mailing if mailed by U.S. Registered or Certified Mail, Return Receipt
Requested, or (iii) on the date of receipt if delivered for overnight delivery
by a nationally recognized overnight courier service. All such notices and
advices and all other communications related to this Agreement shall be given as
follows:
If to Purchaser: Medical Media Technologies, LLC
0000 X. Xxxxxxx Xx. Xxxxx 000-X
Xxxxxx Xxxxx, XX 00000
000-000-0000 - Telephone
000-000-0000 - Facsimile
If to Company: HumaTech, Inc.
0000 Xxx Xx. #000
Xxxxxxx, XX 00000
000-000-0000 - Telephone
000-000-0000 - Facsimile
or to such other address as the party may have furnished to the
other parties in accordance herewith, except that notice of change
of addresses shall be effective only upon receipt.
(a) This Agreement, and all the provisions of this Agreement,
shall be deemed drafted by all of the parties hereto. This Agreement shall
not be interpreted strictly for or against any party, but solely in accordance
with the fair meaning of the provisions hereof to effectuate the purposes and
intent of this Agreement.
(b) This Agreement may be executed in coun-ter---parts, each of
which shall be deemed an original. This Agreement shall become effective only
when all of the parties hereto shall have executed the original or counterpart
hereof. This agreement may be executed and delivered by a facsimile
transmission of a counterpart signature page hereof.
(c) A party to this Agreement may decide or fail to require full
or timely performance of any obligation arising under this Agreement. The
decision or failure of a party hereto to require full or timely performance of
any obligation arising under this Agreement (whether on a single occasion or
on multiple occasions) shall not be deemed a waiver of any such obligation. No
such decisions or failures shall give rise to any claim of estoppel, laches,
course of dealing, amendment of this Agreement by course of dealing, or other
defense of any nature to any obligation arising hereunder.
(d) Time is of the essence with respect to each obligation arising
under this Agreement. The failure to timely perform an obligation arising
hereunder shall be deemed a failure to perform the obligation.
(e) In the event any provision of this Agreement, or the
application of such provision to any person or set of circumstances, shall
be determined to be invalid, unlawful, or unenforceable to any extent for any
reason, the remainder of this Agreement, and the application of such
provision to persons or circumstances other than those as to which it is
determined to be invalid, unlawful, or unenforceable, shall not be affected
and shall continue to be enforceable to the fullest extent permitted by law.
TYPE OF OWNERSHIP (Check One):
____ INDIVIDUAL OWNERSHIP ____ PARTNERSHIP
(One signature required) (Please include a copy of the
Statement of Partnership of
Partnership Agreement authorizing
signature)
____ COMMUNITY PROPERTY __X__ CORPORATION
(One signature required) (Please include Articles of
Incorporation and Certified
Corporate Resolution authorizing
signature)
____ TENANTS IN COMMON ____ TRUST
(Both parties must sign) (Please include name of trust, name
of trustee, and date trust was
formed and include copy of the
Trust Agreement or other
authorization)
____ JOINT TENANTS
(Both parties must sign)
I, the undersigned, hereby certify under penalty of perjury under the laws
of the State of Texas, that the information contained herein is complete and
accurate and may be relied on by the Company. I will notify the Company promptly
of any material change in any of such information.
INVESTOR: CO-INVESTOR:
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Medical Media Technologies, LLC _________________________________
---------------------------------- Print or type name
Print or type name
/s/ Xxxx X. Xxxxxxxxx
___________________________________ _________________________________
Signature Signature
Dated: August 24, 2001 Dated: ______________, 2001
Xxxx X. Xxxxxxxxx, Managing Member _________________________________
-----------------------------------
Name and title of person signing Relation, if any, to Investor
on behalf of investor, if applicable
00-0000000 _________________________________
----------
Soc. Security or Tax ID Number Soc. Security or Tax ID Number
Address: Address:
0000 X. Xxxxxxx Xx. Xxxxx 000-X _________________________________
Xxxxxx Xxxxx, XX 00000 _________________________________
THIS STOCK PURCHASE AGREEMENT IS ACCEPTED BY THE COMPANY WHEN EXECUTED AND DATED
BELOW.
Humatech, Inc.
an Illinois corporation
/s/ Xxxxx Xxxxxxxx
_______________________________ Dated: ________________, 2001
By: Xxxxx Xxxxxxxx
Its: President
EXHIBIT A
INVESTOR QUESTIONNAIRE
(to be completed by each Purchaser)
Name: Not Applicable
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Home Phone
Work Phone:
1. a. State of Residence:
b. For how long?
c. Do you maintain a residence in any other state?
2. In which state(s) do you
a. File state income tax returns :
b. Vote:
c. Hold current driver's license:
d. Maintain a house or apartment:
3. What is your present age?
What is your date of birth?
4. Is your net worth in excess of $1,000,000? (For purposes of this
question, you may include your spouse's net worth and may include the fair
market value of your home, home furnishings and automobiles).
Yes ( ) No ( )
5. Was your individual gross income during each of the past two years in
excess of $200,000?
Yes ( ) No ( )
6. If your answer to question 5 was yes, do you reasonably anticipate that
your gross income for the current year will be in excess of $200,000?
Yes ( ) No ( )
7. Was your joint gross income with your spouse in excess of $300,000 in
each of the last two years?
Yes ( ) No ( )
8. If your answer to question 7 was yes, do you reasonably anticipate that
your joint gross income with your spouse for the current year will be in excess
of $300,000?
Yes ( ) No ( )
9. Does this investment exceed twenty percent (20%) of your net worth? (For
purposes of this question, you may include your spouse's net worth and the fair
market value of your home, home furnishings and automobiles).
Yes ( ) No ( )
10. Does this investment exceed ten percent (10%) of your net worth? (For
purposes of this question, you may include your spouse's net worth and the fair
market value of your home, home furnishings and automobiles).
Yes ( ) No ( )
11. Your estimated gross income for 2001 is:
Less than $75,000 _____
$75,000 - $200,000 _____
Over $200,000 _____
12. Your gross income for 2000 was:
Less than $75,000 _____
$75,000 - $200,000 _____
Over $200,000 _____
13. Your gross income for 1999 was:
Less than $75,000 _____
$75,000 - $200,000 _____
Over $200,000 _____
14. Current estimated Net Worth (exclusive of home, automobiles):
Less than $150,000 _____
$150,000 - $250,000 _____
Over $250,000 _____
15. Investment Experience:
(A) Please indicate the frequency of your investment in securities that
are registered and transferred on one or more of the major United States
securities exchanges: Often _____ Occasionally _____ Seldom _____ Never
_____.
(B) Please indicate the frequency of your investment in securities which
are purchased, sold or transferred in private transactions: Often _____
Occasionally _____ Seldom _____
Never _____
(C) If your answer to (A) or (B) above was Seldom or Never, please
provide your qualifications in evaluating the merits and risks of this
investment?
______________________________________________________________________________
_______________________________________________________________________________
16. Describe below any business or personal relationship you have with any
affiliates of the officers or directors of the Company or any of its affiliates,
subsidiaries or business entities in conjunction with this purchase of Shares in
the Company, including a statement of the name of the individual(s)and the
length of time you have know such individual(s).
______________________________________________________________________________
_______________________________________________________________________________
17. Have you participated in any prior investments or other business
transactions with the Company or its officers, directors, employees, agents or
any of its affiliates?
Yes ( ) No ( ) -- If yes, please describe:
______________________________________________________________________________
_______________________________________________________________________________
18. Do you currently have an equity interest in the Company?
Yes ( ) No ( ) -- If yes, please describe:
______________________________________________________________________________
_______________________________________________________________________________
