Exhibit 4.10
SUBSCRIPTION AGREEMENT
FOR
MEDISCIENCE TECHNOLOGY CORP.(OTC-MDSC)
If you are interested in purchasing shares ("Shares") of the common stock (the
Common Stock") of Mediscience Technology Corp. (the "Company"), you must:
a) complete this Subscription Agreement (the "Agreement");
b) provide a check or money order (unless a wire transfer is being
sent) made payable to "Mediscience Technology Corp. for deposit only
to / Solomon Xxxxx Xxxxxx Account No. 715-17097"
c) deliver both the Agreement and payment to:
Agent: Xxxxx Xxxxxxxxx Esquire
Address: 0000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxx 00000
The Company may accept or reject any subscription you tender, in whole or in
part. This means that the Company may allocate to you a smaller number of Shares
than you subscribed to purchase. If accepted by the Company, then this Agreement
will constitute your subscription for ____share/s of Mediscience non-interest
bearing convertible preferred, with each individual dollar investment to be no
less than $25,000 for each of a total of forty (60) but not less than twenty
(20) MTC CP. Shares. Each non-interest bearing convertible preferred share on
conversion equal to (100,000 shares of unregistered MTC common valued at $.25
cents per share).
NOTE: The execution and delivery of, and the performance by the Company of its
obligations under, the subscription agreements and PPM documents, including the
offer, issuance, sale and delivery of the non-interest bearing convertible
preferred, are within the Company's corporate power, (The issuer has 50,000
Preferred shares authorized with none outstanding as of this date except for the
sixty to be issued as a result of this transaction), have been duly authorized
by all necessary corporate action, do not require approval of any government
body, agency or official and do not and will not, conflict with, violate or
contravene, or constitute a default under, any applicable law or regulation, but
will require corporate action as follows:
Assuming a total of $1.5 Million dollars invested, the Company on conversion of
all sixty MTC CP shares will be obligated to issue a total of six million shares
which will require the Company's best efforts, without guarantee of shareholder
approval, in conducting a timely shareholder meeting and securing the approval
for an appropriate increase in the NJ Article/Certificate of Incorporation
authorized Common shares increase from 40 million to 200 million. Common shares
outstanding of the Company's most recent 10-Q see XXXXX SEC filings dated
Oct 14, 2003 was: 39,372,753
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NOTICE
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK (SEE RISK FACTORS) AND IS
SUITABLE ONLY FOR THOSE PERSONS WHO CAN MEET MINIMUM INVESTOR SUITABILITY
STANDARDS (SEE TERMS OF OFFERING). THE UNITS ARE NOT READILY TRANSFERABLE AND
SHOULD ONLY BE PURCHASED FOR LONG-TERM INVESTMENT. ACCORDINGLY, EACH INVESTOR
MUST DEMONSTRATE THAT HE HAS THE ABILITY TO EVALUATE THIS OFFERING.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS
LEGAL OR BUSINESS ADVICE. EACH INVESTOR SHOULD CONSULT HIS PERSONAL COUNSEL,
ACCOUNTANT, AND OTHER ADVISORS AS TO LEGAL, ECONOMIC AND RELATED, MATTERS
CONCERNING THE INVESTMENT DESCRIBED HEREIN AND ITS SUITABILITY FOR HIM/HER
THE COMPANY SHALL MAKE AVAILABLE TO EACH INVESTOR, OR HIS AGENT, DURING THIS
OFFERING AND PRIOR TO THE SALE OF ANY UNITS, THE OPPORTUNITY TO ASK QUESTIONS OF
AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING ANY ASPECT OF THE INVESTMENT AND
TO OBTAIN ANY ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THESE MEMORANDUM, TO THE EXTENT THE COMPANY POSSESS
SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.
SALES OF THESE UNITS CAN BE CONSUMMATED ONLY BY THE COMPANY'S ACCEPTANCE OF
OFFERS BY PROSPECTIVE INVESTORS. THIS MEMORANDUM CONSTITUTES SUCH A SOLICITATION
FOR AN OFFER ONLY IF THE PROSPECTIVE INVESTOR'S NAME APPREARS ON THE COVER PAGE
THE UNITS ARE OFFERED SUBJECT TO PRIOR SALE, WHEN, AS, AND IF DELIVERED TO AND
ACCEPTED BY THE COMPANY AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERES BY
COUNSEL AND CERTAIN OTHER CONDITIONS. THE COMPANY RESERVES THE RIGHT TO REJECT
ANY SUBSCRIPTIONS IN WHOLE OR PART.
SALES BY THE COMPANY OF THE UNITS ARE MADE IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION CONTAINED IN THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND
REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. THE
UNITS HAVE NOT BEEN REGISTERED UNDER THE SAID ACT OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY AN INVESTOR UNLESS SO REGISTERED, OR UNLESS IN THE OPINION OF
COUNSEL FOR THE COMPANY SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR ANY
SAID LAW. ACCORDINGLY THE TRANSFERABILITY OF THE UNITS IS SEVERELY LIMITED. NO
MARKET MAY DEVELOP FOR THE UNITS, UNITS NEEDING LIQUIDITY SHOULD NOT BE
PURCHASED BECAUSE SUCH INVESTORS MAY BE UNABLE TO LIQUIDATE THEIR INVESTMENT
QUICKLY OR ON ACCEPTABLE TERMS, IF AT ALL, IF THEY DESIRE TO DO SO (SEE RISK
FACTORS)
NOTICE TO CONNECTICUT RESIDENTS
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING
COMMISSIONER OF THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL
THE UNITS HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT
UNIFORM SECURITIES ACT BUT WILL BE SOLD IN RELIANCE ON THE EXEMPTION OF SUCH
REGISTRATION SET FORTH IN SECTIONS 36-490(b)(9)(A) OF SAID ACT AND REGULATIONS
PROMULGATED THEREUNDER. THE SAID SHARES CANNOT BE RESOLD WITHOUT REGISTRATION
UNDER SECTION 36-485 OF SAID ACT OR AN EXCEPTION FROM REGISTRATION PURSUANT TO
SECTION 36-490 OF SAID ACT.
NOTICE TO FLORIDA RESIDENTS
THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD TO, AND ACQUIRED BY,
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THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA
SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SUCH ACT IN THE
STATE OF FLORIDA AND, UNLESS THE SECURITIES ARE REGISTERED, THEY MAY NOT BE
OFFERED FOR SALE OR RESOLD UNLESS THEY ARE REGISTERED OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. IN ADDITION FLORIDA RESIDENTS SHALL HAVE THE
PRIVILEDGE OF VOIDING THE PURCHASE WITHIN 3 DAYS OF THEIR TENDERING OF ANY
CONSIDERATION FOR THEIR PURCHASE OR THEIR RECEIVING NOTICE OF SUCH PRIVILEDGE
WHICHEVER OCCURS LATER TO ACCOMPLISH THE FOREGOING, THE SUBSCRIBER NEED ONLY
SEND A LETTER OR TELEGRAM TO THE COMPANY INDICATING HIS INTENTION TO WITHDRAW.
THE LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD DAY. IF THE SUBSCRIBER SENDS A LETTER IT IS PRUDENT TO SEND
IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED
AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED.
NOTICE TO NEW JERSEY RESIDENTS
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE NEW JERSEY BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND
PUBLIC SAFETY OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. NEITHER
THE ATTORNEY GENERAL, OR THE STATE OF NEW JERSEY NOR THE BUREAU OF SECURITIES
HAS PASSED ON OR ENDORSED THE MERITS OF THIS MEMORANDUM, OR THE PRIVATE OFFERING
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NOTICE TO 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 PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL, OF THE STATE OF NEW YORK HAS PASSED ON
OR ENDORSED THE MERITS OF THIS MEMORANDUM, OR THE PRIVATE OFFERING CONTAINED
HEREIN. ANY REPRESENTATIONS TO THE CONTRARY ARE UNLAWFUL.
The minimum subscription is $25,000 for one share of Mediscience non-interest
bearing preferred. You should pay by check, money order or wire transfer payable
to "Mediscience Technology Corp. for deposit only to /Solomon Xxxxx Xxxxxx
Account No 715-17097 Corporate Account." If the Company rejects your
subscription in whole, the Company will return this Agreement and your payment.
If the Company accepts your subscription in whole or in part, a copy of this
Agreement will be returned to you as your receipt. This will confirm your
subscription and indicate how much of your subscription the Company has
accepted. All proceeds of the Offering will be held in an a Mediscience
Corporate Account at Solomon Xxxxx Xxxxxx Account No. 715-17097
When the Company sells its Minimum Subscription, the funds held in the Solomon
Xxxxx Xxxxxx Corporate Account will be disbursed to the Company and non-interest
bearing convertible preferred share certificates will be issued through MTC's
transfer agent Registrar and Transfer Co. One Mediscience Technology Corp.
non-interest bearing convertible preferred share certificate for each $25,000
dollars invested.
If the Company accepts only part of your subscription, the Company will return
the unused portion of your payment to you with interest, if any. If the Minimum
Subscription is not sold or waived by Mediscience prior to the Termination Date
of the Offering, then all deposits will be returned to subscribers with interest
earned, if any.
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You irrevocably submit this Agreement for the purchase of _____ Mediscience
Technology non-interest bearing convertible preferred stock certificates at
$25,000 per Share. With this Agreement, you also submit payment in the amount of
$________ __ ($25,000 per Share) for the Share/s subscribed.
In connection with this investment, you represent to the Company that:
a. Before submitting payment for the Shares, you received the Company's
Disclosure Document (including SEC 10-K 2003), and have reviewed all
Mediscience Technology 10-QSB filings to date January 13, 2004
b. You are a resident of ______________,____________. (State) (Country)
(If the Offering has not been qualified or registered in that jurisdiction
or is not exempt from the registration requirements in that jurisdiction,
your subscription will not be accepted.)
c. The Social Security number or taxpayer identification number that you
included in this Agreement is your true, correct and complete
identification number.
d. You are not subject to backup withholding of interest or dividends by the
Internal Revenue Service.
The Shares should be registered as follows:
Name: _________________________________________
As (check one):
___ Individual ___ Tenants-in-Common
___ Partnership ___ Joint Tenants
___ Corporation ___ Trust
___ Minor with adult custodian ___ Other
Under the Uniform Gift
to Minors Act
Individual(s) Registration:
______________________________________ ____________________________________
Investor No. 1 (print name above) Investor No. 2 (print name above)
______________________________________ ____________________________________
Street (xxxxxxxxx xxxxxxx) Xxxxxx (residence address)
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______________________________________ ____________________________________
City State Zip City State Zip
______________________________________ ____________________________________
Home Phone Home Phone
______________________________________ ____________________________________
Social Security Number Social Security Number
______________________________________ ____________________________________
Date of Birth Date of Birth
______________________________________ ____________________________________
Signature Signature
______________________________________ ____________________________________
Date Date
Entity (Not Individual) Registration:
On behalf of the entity named below, you represent that you have full power and
authority to execute this Agreement. You also represent that investment in the
Company is not prohibited by any of the governing documents of the entity.
Name of Entity
By: __________________________________ ____________________________________
Signature of trustee, partner or Date
authorized officer
Title:________________________________
______________________________________ ____________________________________
Street Address Taxpayer ID Number
______________________________________ ____________________________________
City State Zip Telephone
5
ACCEPTED BY MEDISCIENCE TECHNOLOGY CORP. FOR ______ SHARE/S OF MEDISCIENCE
TECHNOLOGY CORP. non-interest bearing convertible preferred, with each
individual dollar investment to be no less than $25,000 for each of a total of
forty (60) but not less than twenty (20) MTC non-interest bearing convertible
preferred shares. Each non-interest bearing convertible preferred share equal to
(100,000 shares of unregistered MTC common on conversion valued at $.25 cents
per share).
By: __________________________________ Date:___________________________
Title: Chairman/CEO
Mediscience Technology Corp.
Cherry Hill NJ
6
THE OFFERING
Amount of Investment: Up to an aggregate of $1,500,000
offered to outside Investors.
Type of Security: Callable, non-interest bearing
Convertible Preferred shares, with
investment to be no less than $25,000
for each share convertible at the
discretion of the company into 100,000
shares of Mediscience common. ("The
"Offering").
Number of Units Offered: Up to 60 Units. The Units are being
offered on a "best efforts - all or
none" as to 20 Units and a "best
efforts" basis as to the remaining 20
Units.
Price Per Unit: $25,000 ("Purchase Price").
Minimum Proceeds: $500,000.
Valuation of the Company: Pre-Money $12,000,000 @ $.30 cents per
share
Post-Money $15,000,000+ assuming $.30
cents per share
Capitalization of the o Mediscience Technology Corp.
Company: ("MDSC) currently owns 100% of all
Preferred shares, of the Company.
(50,000 authorized 10-K 2003)
o After proposed financing MDSC
would retain 49,940 while
investors will own 60, if all 60
Units are sold.
Rights, Preferences, Privileges Description: MTC management can at any
and Restrictions: time and for any reason immediately
after the next MTC shareholder meeting
without notice to the investor convert
all 60 MTC CP shares issued into a
total of SIX Million MTC common or
100,000 shares on each of the 60 MTC
CP shares. On such event MTC will
deliver the MTC common to each
investor through MTC agent Registrar
and Transfer Co. canceling the
converted MTC CP as a matter of
record.
(Callable non-interest bearing
Convertible Preferred shares, with
investment to be no less than $25,000
for each share convertible at the SOLE
discretion of the company into 100,000
shares of Mediscience common. ("The
"Offering")
(1) Liquidation Preference and
Dissolution Rights: In the event
of any liquidation of the Company,
the Unit holders shall be entitled
to receive, as a preference to the
holders of MTC Common Shares, an
amount ("Liquidation Preference")
equal to the Original Purchase
Price only. The close of a
transaction or series of
transactions in which more than
80% of the voting power of the
Company is disposed of to a single
person or group of affiliated
persons, or the consolidation or
merger of the Company with or into
any other corporation or
corporations, or the sale of all
or substantially all of its assets
shall be deemed to be a
liquidation.
I
Transfer Restrictions: none The Series A are transferable.
Right of First Offer: In the event MTC offers another PPM
Unit, each investor of this PPM shall
have the opportunity to purchase a pro
rata percentage of Units in the new
offering, based on the holder's
percentage ownership interest in the
Company. This right is not transferable.
Use of Proceeds: The proceeds from the sale of the Series
A Units will be used, at the discretion
of the Company's management, to fund the
following activities:
--------------------------------------------------------
Recruit/Retain Management and Staff $ 250,000
--------------------------------------------------------
Clinical Development of PhotonX(TM)
{Cervical) $ 200,000
--------------------------------------------------------
PhotonX(TM) (Cervical, etc.) Prototypes $ 200,000
--------------------------------------------------------
Regulatory, Medical and Scientific $ 200,000
Affairs
--------------------------------------------------------
Market Research: The Adoption Equation $ 100,000
--------------------------------------------------------
Other Working Capital & Closing Fees $ 550,000
--------------------------------------------------------
TOTAL $1,500,000
--------------------------------------------------------
Risk Factors: The Units are speculative and involve a
high degree of risk. Only those
investors who can bear the risk of loss
of their entire investment should
invest. Investment Risk Factors are
profiled in the Confidential Investment
Summary and/or Private Placement
Memorandum distributed to each Investor.
Investor Suitability: The Units are suitable for those
investors whose business and investment
experience, either alone or together
with an experienced advisor, makes them
capable of evaluating the merits and
risks of a potential investment in the
Company and who can afford the loss of
their entire investment and have no need
for liquidity in their investment.
Expenses: The Company and the Investors shall each
be responsible for their own expenses in
connection with this Unit financing.
Closing: An initial closing shall be held
following receipt into escrow of the
Minimum Proceeds and additional closings
shall be held thereafter during the
offering period as subscriptions for at
least $100,000 are received and cleared
in the escrow account. The Final Closing
is expected to occur no later than
January 15, 2003, unless extended at the
discretion of Mediscience Technology
("Placement Agent") in 30 day
increments. The closing of the
transaction, if all conditions are met,
is expected to occur on or before
February 1st, 2004 (the "Closing
Date").
Capital contributions accepted prior to
closing will be deposited in an
interest-bearing escrow account at
Solomon Xxxxx Xxxxxx administered by
Xxxxx Xxxxxxxxx Esq. Counsel to the
Company.
Conditions of Closing: The closing for the purchase and sale of
the Units will be conditioned upon
execution of final, binding agreements
in
compliance with applicable securities
laws.
Investment Banker to the THM Group, LLC 000 Xxxxx Xxxxxxxx Xxxxxxxx,
Company: Xxxxx 000
Xxxxxx, Xxx Xxxxxx 00000 XXX
Phone: (000) 000-0000 Fax: (000) 000-0000
Email: xxxxxxxxxx@xxxxxxxxxxx.xxx
Attn: Xxxxxxx X. Xxxxxxxxx
Shelf Registration It is understood and agreed that MTC will
file an SEC resale shelf registration S-3
for no less than four million shares
within a period of 6 months or sooner.
Associate Counsel to the Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx &
Company: Kuh, LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Attn Xxxxx Xxxxxxxxxx Esq.
Xxx Xxxx, Xxx Xxxx 00000 XXX
Phone: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxxxxx@xxxxx.xxx
Forward-Looking Statements
All statements other than statements of historical fact included in this
Memorandum, including, without limitation, statements under "Risk Factors" and
"Business" regarding our anticipated financial position, business strategy and
plans and objectives of our management for future operations, are
forward-looking statements. When used in this Memorandum, words such as
"anticipate," "believe," "estimate," "plans," "expect," "intend" and similar
expressions, as they relate to Mediscience Technology Corp. or the management of
the corporate organization, identify forward-looking statements. Any
forward-looking statements are based on the beliefs of our management as well as
assumptions made by and information currently available to our management.
Actual results could differ materially from those contemplated by the forward-
looking statements as a result of certain factors, such as those disclosed under
"Risk Factors," including, but not limited to, our plans to develop our
PhotonX(TM) products, engage in pre-clinical testing and clinical trials, seek
FDA approval, develop manufacturing/marketing alliances, pricing pressures,
finance and administrative functions, competitive factors and, changes in legal
and regulatory requirements, general economic conditions and our planned use of
the proceeds of this Offering. Any forward-looking statements reflect our
current views with respect to future events and are subject to these and other
risks, uncertainties and assumptions relating to our operations, results of
operations, growth strategy and liquidity. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by this paragraph.
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MEDISCIENCE TECHNOLOGY CORP.
ACCREDITED INVESTOR SUITABILITY QUESTIONNAIRE
THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO MEDISCIENCE TECHNOLOGY
CORP. WITH THE DELIVERY OF A SUBSCRIPTION AGREEMENT
INSTRUCTIONS:
If the answer to any questions is "None" or "Not Applicable", please state so.
Your answers will, at all times, be kept strictly confidential; however, each
organization which agrees to purchase any Units of the Company and agrees that
the Company may present this Questionnaire to such persons as they deem
appropriate in order to insure themselves that the offer and sale of Units of
the Company (sometimes referred to as the "CP") to you will not result in
violation of the exemption from registration under the Securities Act of 1933,
as amended, and the securities laws of certain states, which is being relied
upon by the Company in connection with the sale.
(Print or type your responses)
1. Name: ____________________________________________________________________
Date of birth or year of organization: ___________________________________
2. Home address or, of other than an individual, principal office address:___
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_______________________________________________________________________
_______________________________________________________________________
3. I am subscribing for __________ Units.
4.* Employer:_________________________________________________________________
Nature of Business:_______________________________________________________
Position:_________________________________________________________________
Nature of duties:_________________________________________________________
Business address:_________________________________________________________
Business telephone number:________________________________________________
5. In the case of any individual investor, I am an accredited investor (as
defined in Rule 501 of Regulation D) because I certify that (check each
appropriate description):
* This question is to be answered if the investor is an individual.
(a) _____ I am a natural person whose individual net worth, or joint net
worth with my spouse, exceeds $1,000,000.(1)
(b) _____ I am a natural person who had individual income exceeding
$200,000 in 2001 and 2002 and I have a reasonable expectation
of reaching the same income level in 2003.(2)
(c) _____ I am a natural person who had joint income with my spouse
exceeding $300,000 in 2001 and 2002 and I have a reasonable
expectation of reaching the same income level in 2003, as
defined above.
(d) _____ I am a director or executive officer of the Company.
(Executive officer means the president, any vice president in
charge of a principal business unit, division or function,
such as sales, administration or finance, or any other person
who persons similar policy-making functions for the Company.)
----------
(1) For purposes of this item, "individual net worth" means the excess
of total assets at fair market value, including home and personal
property (and including property owned by a spouse), over total
liabilities.
(2) For purposes of this questionnaire, "individual income" means
individual annual adjusted gross income, as reported for Federal
income tax purposes, plus (i) the amount of any tax-exempt interest
income received, (ii) the amount of losses claimed as a limited
partner in a limited partnership, (iii) any deduction claimed for
depletion, (iv) amounts contributed to an XXX or Xxxxx retirement
plan, (v) alimony paid and (vi) 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 of 1986, as amended.
2-B
6. In the case of any partnership, corporation, trust and other entity
investor, the undersigned certifies (check one):
(a)(3)______ The investor certifies that each equity owner of the
investor is an accredited investor and that each such
equity owner has completed an Accredited Investor
Suitability Questionnaire certifying that he, she or it
meets one of the following five conditions of
accreditation:
(i) The equity owner of the investor is a natural person who
had an individual income (exclusive of any income
attributable to his or her spouse) in excess of $200,000
(or joint income with that of his spouse in excess of
$300,000) in each of 2001 and 2002 and reasonably and
fully expects to have an individual income in excess of
$200,000 (or joint income with that of his spouse in
excess of $300,000) in 2003. "Individual income" is
defined in item 5(b) above;
(ii) The equity owner is a natural person who has an
"individual net worth" (or who, with his or her spouse has
a combined individual net worth) in excess of $1,000,000.
"Individual net worth" is defined in item 5(a) above;
(iii) The equity owner is, or is a director or executive officer
of, the Company;
(iv) The equity owner is either (i) a bank as defined in
Section 3(a)(2) of the Act whether acting in its
individual or fiduciary capacity; (ii) an insurance
company as defined in Section 2(13) of the Act; (iii) an
investment company registered under the Investment Company
Act of 1940 or a business development company as defined
in Section 2(a)(48) of that Act; (iv) a Small Business
Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; or (v) an employee
benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which such plan fiduciary is
either a bank, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets
in excess of $5,000,000; or
(v) The equity owner is a private business development company
as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940.
(b)______ The investor certifies that it is either (a) a bank as
defined in Section 3(a)(2) of the Act whether acting in
its individual or fiduciary capacity; (b) an insurance
company as defined in Section 2(13) of the Act; (c) an
investment company registered under the Investment Company
Act of 1940 or a business development company as defined
in Section 2(a)(48) of such Act; (d) a Small Business
Investment Company licensed by the U.S. Small Business
Administration under Section 301 (c) or (d) of the Small
Business Investment Act of 1958; or (e) an employee
benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, and the plan fiduciary is
either a bank, insurance company or registered investment
adviser, or if the employee benefit plan has total assets
in excess of $5,000,000.
----------
(3) An investor initialing this paragraph must provide a questionnaire
from each of its equity owners. If the investor is a trust, only a
trust which is revocable and which may be amended at the sole
discretion of its grantor is eligible to qualify as an accredited
investor under this item 6(a). The grantors of the trust are deemed
to be the equity owners of the trust and each grantor must provide a
questionnaire.
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(c)______ The investor certifies that it is a private business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
(d)______ The investor certifies that the investor is an
organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, not formed for
the specific purpose of acquiring Securities with total
assets exceeding $5,000,000.
(e)______ The investor certifies that the investor is a corporation,
Massachusetts or similar business trust or partnership,
not formed for the specific purpose of acquiring
Securities with total assets exceeding $5,000,000.
(f)______ The investor certifies that the investor is a trust, not
formed for the specific purpose of acquiring Securities,
with total assets exceeding $5,000,000 and whose purchase
is directed by a "sophisticated person", as defined in
Rule 506(b)(2)(ii) of Regulation D.
The undersigned certifies that the foregoing responses are true, complete and
accurate to the best of the undersigned's knowledge and belief. The undersigned
will provide such further information as may be requested by the Company to
verify this response. The undersigned will notify the Company in writing
regarding any material change to this response prior to the closing of the
purchase of the Securities. Absent such notification, the issuance of Securities
in the name of the undersigned shall be deemed to be an automatic affirmation by
the undersigned of the truth and accuracy of the statements and information set
forth above.
________________ ________________________________________________
Date Type or Print Name of Prospective Investor
________________________________________________
Signature of Prospective Investor
4-B
