Exhibit 99.2
FORM OF SUBSCRIPTION AGREEMENT
XXXXXX TECHNOLOGIES, INC.
SUBSCRIPTION AGREEMENT FOR SHARES OFFERED TO MEMBERS OF THE PUBLIC
AND HOLDERS OF CONVERTIBLE NOTES
EXPIRATION DATE: _________________, 2003
You may subscribe for shares of Xxxxxx Technologies, Inc. common
stock through the officering that begins _______, 2003 and ends on ___________,
2003. This offering will only be available if any shares remain unsold after our
rights offering that we commenced on ______, 2003 and ends on ___________, 2003.
To participate in the offering, you must complete this subscription agreement
and, except for holders of Convertible Notes electing to reduce all or a option
of their principal and, if applicable, accrued and unpaid interest, include full
payment for the shares you want to purchase. Members of the public subscribing
hereby for the purchase of common stock are subject to a minimum purchase
requirement of 1,000 shares in the offering. Orders received in the offering are
subject to our acceptance and fulfillment on a "first come, first served" basis,
subject to the number of shares remaining after the rights offering. Also,
orders in the offering are subject to rejection in whole or in part solely at
our discretion.
To order shares in the offering, we must receive a properly
completed and executed copy of this Subscription Agreement by ____________,
2003, together with (for members of the public subscribing for the purchase of
shares) a personal check, cashier's check or money order payable to "XXXXXX
TECHNOLOGIES, INC." for an amount equal to the number of shares subscribed for
multiplied by the price per share you must pay. The subscription price is $_____
per share, which was the subscription price for shares in the rights offering.
The deadline for submitting the Subscription Agreement and related payment in
the offering is __________, 2003.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED ___________, 2003, WHICH IS
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM XXXXXX TECHNOLOGIES, INC. BY CALLING XXXXX X. XXXXXXX AT
000-000-0000.
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
subscribes for the number of shares of common stock indicated below, on the
terms and subject to the conditions specified in the prospectus, receipt of
which is hereby acknowledged.
1. Number of shares you are subscribing for: __________________
2. Total subscription price: (Number of shares in line 1 times $__)
______________________
METHOD OF PAYMENT: Payment by members of the general public for the
shares subscribed for above must be in the form of cashier's check, certified
check, money order, or personal check payable to "XXXXXX TECHNOLOGIES, INC."
Holders of our outstanding Convertible Notes who have elected to purchase shares
by executing and delivering this Subscription Agreement, DO NOT need to make any
payment unless the total subscription price for the number of shares subscribed
for hereby exceeds the aggregate principal and accrued and unpaid interest of
such subscribing holder's Convertible Note. In that case, the holder must submit
payment for the difference in accordance with the methods provided above.
If the aggregate payment amount enclosed is insufficient to purchase
the total number of shares listed in line 1, or if payment in enclosed but the
number of shares being subscribed for is not specified, the holder of this
Subscription Agreement shall be deemed to have subscribed for the maximum amount
of shares that could be subscribed for upon payment of such amount, subject to
the minimum purchase requirement of 1,000 shares per investor in the offering.
Any remaining funds shall be mailed to the subscriber without interest as soon
as practicable.
Please indicate the form of ownership desired for the Shares:
_______ Individual _______ Corporation
_______ Joint Tenants with Right of _______ Partnership
Survivorship
_______ Tenants in Common _______ Custodian
_______ Trust _______ Other (please describe below)
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PLEASE PRINT OR TYPE BELOW THE EXACT TITLING IN WHICH UNDERSIGNED
DESIRES THE COMMON SHARES TO BE REGISTERED:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_______________________________________ ______________________________________
Signature Date
_______________________________________ ______________________________________
Signature of Joint Owner, if applicable Area Code and Telephone Number
_______________________________________ ______________________________________
Street Address Social Security or Federal Taxpayer
Identification No.
_______________________________________
City State Zip
TO BE COMPLETE BY XXXXXX TECHNOLOGIES, INC.
Accepted as of _______________, 2003, as to _______________ Shares.
________________________________________
Xxxxx X. Xxxxxxx
President
[SEE REVERSE SIDE FOR SUBSTITUTE FORM W-9]
SUBSTITUTE FORM W-9
Department of the Treasury the Internal Revenue Service
Payer's Request for Taxpayer Identification Number ("TIN")
PART I - Taxpayer Identification Number. For all accounts, enter taxpayer number
in the appropriate box. For most individuals, this is your Social Security
number. If you do not have a number or if the account is in more than one name,
contact the person identified below in the last paragraph.
_____________________________
_____________________________
PART II - For Payees Exempt from backup Withholding Certification - Under
penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding; or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of failure to report all interest or dividends; or (c) the IRS has
notified me that I am no longer subject to backup withholding.
CERTIFICATION GUIDELINES - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
____________________________________ ________________________________________
Signature Date
SUBSTITUTE FORM W-9. Each subscriber must provide a correct taxpayer
identification number ("TIN") and sign and date the Substitute W-9 on the
Transmittal. In general, if a subscriber is an individual, the TIN is the social
security number of such individual. See the enclosed guidelines. If the correct
TIN is not provided, the subscriber may be subject to a $50 penalty imposed by
the Internal Revenue Code. For further information regarding instructions for
completing the Substitute Form W-9 (including how to obtain a TIN if you do not
have one and how to complete the Substitute Form W-9 if shares are held in more
than one name), contact Xxxxx X. Xxxxxxx, Xxxxxx Technologies, Inc., 000 Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx 00000, (000) 000-0000.
