EXHIBIT 5
VDC COMMUNICATIONS, INC.
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Securities Purchase Agreement
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100,000 Shares of Common Stock
at $3.625 per Share
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December 23, 1998
CONFIDENTIAL
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SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as
of the 23rd day of December, 1998, by and between VDC Communications, Inc., a
Delaware corporation ("VDC" or the "Company"), and the investor whose name
appears at the end of this Agreement ("Purchaser" or "Subscriber").
R E C I T A L S:
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The Company wishes to obtain additional working capital and the
Purchaser desires to provide such working capital to the Company through the
purchase of certain shares of the Company's common stock, $.0001 par value per
share (the "Common Stock"), being privately offered by the Company.
NOW, THEREFORE, in consideration of the premises hereof and the
agreements set forth herein below, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Sale and Purchase of Shares.
Subject to the terms and conditions hereof, the Company agrees
to issue and sell, and the Purchaser agrees to purchase, 100,000 shares of
Common Stock at a purchase price of $3.625 per share. The purchase price is
payable upon subscription in cash, check or wire transfer. If paying by check,
the check should be made payable to "VDC Communications, Inc." and delivered to
VDC Communications, Inc. at 00 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx, 00000.
No broker, investment banker or any other person will receive
from the Company any compensation as a broker, finder, adviser or in any other
capacity in connection with the purchase of the Shares.
2. Description of the Shares.
(a) Restricted Securities. The shares of Common Stock of
the Company being offered hereby (the "Shares") shall be "restricted securities"
as that term is defined under Rule 144 of the Securities Act of 1933, as amended
(the "Act") and may not be offered for sale or sold or otherwise transferred in
a transaction which would constitute a sale thereof within the meaning of the
Act unless (i) such security has been registered for sale under the Act and
registered or qualified under applicable state securities laws relating to the
offer and sale of securities; or (ii) exemptions from the registration
requirements of the Act and the registration or qualification requirements of
all such state securities laws are available and the Company shall have received
an opinion of counsel that the proposed sale or other disposition of such
securities may be effected without registration under the Act and would not
result in any violation of any applicable state securities laws relating to the
registration or qualification of securities for sale, such counsel and such
opinion to be satisfactory to the Company.
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(b) Voting Rights; Dividends. Holders of Common Stock of
the Company have equal rights to receive dividends when, as, and if declared by
the Board of Directors out of funds legally available therefor. Holders of
Common Stock of the Company have one vote for each share held of record and do
not have cumulative voting rights.
(c) Liquidation; Redemption. Holders of Common Stock of
the Company are entitled upon liquidation of the Company to share ratably in the
net assets available for distribution, subject to the rights, if any of holders
of any preferred stock of the Company then outstanding. Shares of Common Stock
of the Company are not redeemable and have no preemptive or similar rights. All
outstanding shares of Common Stock of the Company are fully paid and
nonassessable.
(d) Restriction Upon Resale. The Subscriber hereby agrees
that the Shares shall be subject to restrictions upon the transfer, sale,
encumbrance or other disposition of the Shares. See "Understanding of Investment
Risks" and "Registration Rights".
3. Shares Offered in a Private Placement Transaction.
The Shares offered by this Securities Purchase Agreement are
being offered as a non-public offering pursuant to Section 4(2) and Regulation D
of the Act ("Regulation D").
4. Binding Effect of Securities Purchase Agreement; The Closing.
This Securities Purchase Agreement shall not be binding on the
Company unless and until an authorized executive officer of the Company has
evidenced acceptance thereof by executing the signature page at the end hereof.
The Company may accept or reject this Securities Purchase Agreement in its sole
discretion if the Purchaser does not meet the suitability standards established
herein, or for any other reason. A closing (the "Closing") will occur
contemporaneously with the execution of this Agreement by all parties hereto.
5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:
(a) Accredited Investor. The Purchaser has such knowledge
and experience in business and financial matters such that the Purchaser is
capable of evaluating the merits and risks of purchasing the Shares. The
Purchaser is either an "accredited investor" as that term is defined in
Rule 501 of Regulation D of the Act or a "qualified institutional buyer" as
that term is defined in Rule 144A of the Act, and represents that he
satisfies the suitability standards identified in Section 9 hereof;
(b) Loss of Investment. The Purchaser(`s) (i) overall
commitment to investments which are not readily marketable is not
disproportionate to his net worth; (ii) investment in the Company will not cause
such overall commitment to become excessive; (iii) can afford to bear the loss
of his entire investment in the Company; and (iv) has adequate means of
providing for his current needs and personal contingencies and has no need for
liquidity in his investment in the Company;
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(c) Special Suitability. The Purchaser satisfies any
special suitability or other applicable requirements of his state of residence
and/or the state in which the transaction by which the Shares are purchased
occurs;
(d) Investment Intent. The Purchaser hereby acknowledges
that the Purchaser has been advised that this offering has not been registered
with, or reviewed by, the Securities and Exchange Commission ("SEC") because
this offering is intended to be a non-public offering pursuant to Section 4(2)
and Regulation D of the Act. The Purchaser represents that the Purchaser's
Shares are being purchased for the Purchaser's own account and not on behalf
of any other person, for investment purposes only and not with a view towards
distribution or resale to others. The Purchaser agrees that the Purchaser will
not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any
portion of the Shares unless they are registered under the Act or unless in the
opinion of counsel an exemption from such registration is available, such
counsel and such opinion to be satisfactory to the Company. The Purchaser
understands that the Shares have not been registered under the Act by reason of
a claimed exemption under the provisions of the Act which depends, in part, upon
the Purchaser's investment intention;
(e) State Securities Laws. The Purchaser understands that
no securities administrator of any state has made any finding or determination
relating to the fairness of this investment and that no securities administrator
of any state has recommended or endorsed, or will recommend or endorse, the
offering of the Shares;
(f) Authority; Power; No Conflict. The execution,
delivery and performance by the Purchaser of the Agreement are within the
powers of the Purchaser, have been duly authorized and will not constitute or
result in a breach or default under, or conflict with, any order, ruling or
regulation of any court or other tribunal or of any governmental commission or
agency, or any agreement or other undertaking, to which the Purchaser is a party
or by which the Purchaser is bound, and, if the Purchaser is not an individual,
will not violate any provision of the charter documents, Bylaws, indenture of
trust or partnership agreement, as applicable, of the Purchaser. The signatures
on the Agreement are genuine, and the signatory, if the Purchaser is an
individual, has legal competence and capacity to execute the same, or, if the
Purchaser is not an individual, the signatory has been duly authorized to
execute the same; and the Agreement constitutes the legal, valid and binding
obligations of the Purchaser, enforceable in accordance with its terms;
(g) No General Solicitation. The Purchaser acknowledges
that no general solicitation or general advertising (including communications
published in any newspaper, magazine or other broadcast) has been received by
him and that no public solicitation or advertisement with respect to the
offering of the Shares has been made to him;
(h) Advice of Tax and Legal Advisors. The Purchaser has
relied solely upon the advice of his own tax and legal advisors with respect to
the tax and other legal aspects of this investment;
(i) No Broker Fees. The Purchaser is not aware that any
person, and has been advised that no person, will receive from the Company any
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compensation as a broker, finder, adviser or in any other capacity in connection
with the purchase of the Shares other than as declared herein;
(j) Access to Information. Purchaser has had access to
all material and relevant information concerning the Company, its management,
financial condition, capitalization, market information, properties and
prospects necessary to enable Purchaser to make an informed investment decision
with respect to its investment in the Shares. Purchaser has carefully read and
reviewed, and is familiar with and understands the contents thereof and hereof,
including, without limitation, the risk factors described in this Agreement. See
"Understanding of Investment Risks." Purchaser acknowledges that it has had the
opportunity to ask questions of and receive answers from, and to obtain
additional information from, representatives of the Company concerning the terms
and conditions of the acquisition of the Shares and the present and proposed
business and financial condition of the Company, and has had all such questions
answered to its satisfaction and has been supplied all information requested;
(k) Review of Exchange Act Reports. The Purchaser
acknowledges that it has been provided with an opportunity to review: (i) a
copy of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, which is attached hereto as Exhibit "A"; (ii) a copy of
the Company's Registration Statement on Form S-4, in accordance with which VDC
Bermuda LTD., a Bermuda company merged with and into the Company, which is
attached hereto as Exhibit "B"; and (iii) all other relevant reports filed by
the Company with the Securities and Exchange Commission under the Securities
Exchange Act of 1934.
(l) Understanding the Nature of Securities. The Purchaser
understands and acknowledges that:
(i) The Shares have not been registered under
the Act or any state securities laws and are being issued and sold in reliance
upon certain exemptions contained in the Act;
(ii) The Shares are "restricted securities" as
that term is defined in Rule 144 promulgated under the Act;
(iii) The Shares cannot be sold or transferred
without registration under the Act and applicable state securities laws, or
unless the Company receives an opinion of counsel reasonably acceptable to it
(as to both counsel and the opinion) that such registration is not necessary;
and
(iv) The Shares and any certificates issued in
replacement therefor shall bear the following legend, in addition to any other
legend required by law or otherwise:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY
THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO
RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR
DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND
REGULATIONS THEREUNDER."
6. Understanding of Investment Risks. Any investment in the
Shares should not be made by a Purchaser who cannot afford the loss of his
entire Purchase Price. The Purchaser acknowledges that the Shares offered hereby
have not been approved or disapproved by the Securities and Exchange Commission,
or any state securities commissions, nor has the Securities and Exchange
Commission or any state securities commission passed upon the adequacy or
accuracy of this Securities Purchase Agreement or any exhibit hereto. Prior
to making an investment in the Shares, the Purchaser has fully considered,
among other things, the financial and other information set forth in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
(a copy of which is attached hereto as Exhibit "A"), and acknowledges that such
information have been considered prior to making this investment decision.
7. Registration Rights. The Company agrees that within one
hundred twenty (120) days of the Closing, it will use its reasonable best
efforts to prepare and file with the Securities and Exchange Commission, and
use its reasonable best efforts to have declared effective thereafter, a
Registration Statement on Form S-1 or other equivalent form pursuant to which
the Company shall register the public resale of the Shares. The Company shall
have the right to include within such Registration Statement any other
securities on behalf of the Company or security holders. The expenses of such
registration shall be borne by the Company.
Notwithstanding the foregoing, the Company may: (A) delay
filing the Registration Statement and may withhold efforts to cause the
Registration Statement to become effective, if the Company determines in good
faith that such registration rights might (i) interfere with or affect the
negotiation or completion of any transaction that is being contemplated by the
Company (whether or not a final decision has been made to undertake such
transaction) at the time the right to delay is exercised, or (ii) involve
initial or continuing disclosure obligations that might not be in the best
interest of the Company's stockholders, and (B) not include the Shares in a
Registration Statement covering an underwritten offering to the extent that the
inclusion of the Shares would, in the opinion of the managing underwriter of
such an offering, adversely affect such an offering or the market for the
Company's securities. In the event that the Shares are not included in the
Registration Statement in accordance with the provisions of clause (B) above,
the Company agrees to register the Shares promptly after the completion of the
underwritten offering described in clause (B) as may be permitted by the
managing underwriter of such an offering. If, after the Registration Statement
becomes effective, the Company advises the holders of registered Shares that the
Company considers it appropriate for the Registration Statement to be amended,
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the holders of such Shares shall suspend any further sales of their registered
Shares until the Company advises them that the Registration Statement has been
amended.
Each holder of Shares whose shares are registered pursuant to the
Registration Statement set forth herein shall indemnify and hold harmless the
Company, each of its directors and each of its officers from and against any and
all claims, damages or liabilities, joint or several, to which they or any of
them may become subject, including all legal and other expenses, arising out of
or in connection with any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, in any preliminary or
amended preliminary prospectus or in the prospectus (or the Registration
Statement or prospectus as from time to time amended or supplemented) or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading in the circumstances in which they were made,
but only insofar as any such statement or omission was made in reliance upon and
in conformity with information furnished in writing to the Company in connection
therewith by such holder expressly for use therein. The liability of any such
holder shall be limited to the aggregate price at which such holder's Shares of
the Company is sold.
In connection with the registration rights, the Company shall have no
obligation: (i) to assist or cooperate in the offering or disposition of such
Shares; (ii) to indemnify or hold harmless the holders of the securities being
registered; (iii) to obtain a commitment from an underwriter relative to the
sale of such Shares; or (iv) to include such Shares within an underwritten
offering of the Company.
8. Representations and Warranties of the Company. The Company
hereby represents and warrants to Purchaser as follows:
(a) Organization and Standing of the Company. The Company
is a duly organized and validly existing corporation in good standing under the
laws of the State of Delaware with adequate power and authority to conduct the
business in which it is now engaged and has the corporate power and authority to
enter into this Agreement, and is duly qualified and licensed to do business as
a foreign corporation in such other jurisdictions as is necessary to enable it
to carry on its business, except where failure to do so would not have a
material adverse effect on its business;
(b) Corporate Power and Authority. The execution and
delivery of this Agreement and the transactions contemplated hereby have been
duly authorized by the Board of Directors of the Company. No other corporate act
or proceeding on the part of the Company is necessary to authorize this
Agreement or the consummation of the transactions contemplated hereby. When duly
executed and delivered by the parties hereto, this Agreement will constitute a
valid and legally binding obligation of the Company enforceable against it in
accordance with its terms, except as such enforceability may be limited by (i)
bankruptcy, insolvency, moratorium, reorganization or other similar laws and
legal and equitable principles limiting or affecting the rights of creditors
generally; and/or (ii) general principles of equity, regardless of whether
considered in a proceeding in equity or at law;
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(c) Noncontravention. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby will not,
to the best of the Company's knowledge and belief, (i) permit the termination or
acceleration of the maturity of any material indebtedness or material obligation
of the Company; (ii) permit the termination of any material note, mortgage,
indenture, license, agreement, contract, or other instrument to which the
Company is a party or by which it is bound or the Certificate of Incorporation
or Bylaws of the Company; (iii) except as expressly provided in this Agreement
and except for state "blue sky" approvals that may be required and those
consents and waivers which already have been obtained by the Company, require
the consent, approval, waiver or authorization from or registration or filing
with any party, including but not limited to any party to a material agreement
to which the Company is a party or by which it is bound, or any regulatory or
governmental agency, body or entity except where failure to obtain such consent,
approval, waiver or authorization would not have a material adverse effect on
the Company's business; (iv) result in the creation or imposition of any lien,
claim or encumbrance of any kind or nature on any material properties or assets
of the Company; or (v) violate in any material aspect any statue, law, rule,
regulation or ordinance, or any judgment, decree, order, regulation or rule of
any court, tribunal, administrative or governmental agency, body or entity to
which the Company or its properties is subject except where such violation would
not have a material adverse effect on the Company's business.
9. IMPORTANT CONSIDERATIONS: SUITABILITY STANDARDS - WHO SHOULD
INVEST.
INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK AND IS
SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL RESOURCES WHO HAVE NO NEED
FOR LIQUIDITY IN THEIR INVESTMENT.
A substantial number of state securities commissions have
established investor suitability standards for the marketing within their
respective jurisdictions of restricted securities. Some have also established
minimum dollar levels for purchases in their states. The reasons for these
standards appear to be, among others, the relative lack of liquidity of
securities of such programs as compared with other securities investments.
Investment in the Shares involves a high degree of risk and is suitable only for
persons of substantial financial means who have no need for liquidity in their
investments.
The Company has adopted as a general investor suitability
standard the requirement that each Subscriber for Shares represents in writing
that the Subscriber: (a) is acquiring the Shares for investment and not with a
view to resale or distribution; (b) can bear the economic risk of losing its
entire investment; (c) its overall commitment to investments which are not
readily marketable is not disproportionate to its net worth, and an investment
in the Shares will not cause such overall commitment to become excessive; (d)
has adequate means of providing for its current needs and personal contingencies
and has no need for liquidity in this investment in the Shares; (e) has
evaluated all the risks of investment in the Company; and (f) has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of investing in the Company or is relying on its own
purchaser representative in making an investment decision.
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In addition, all of the Subscribers for Shares must be: (1)
extremely sophisticated investors with substantial net worth and experience in
making investments of this nature; and (2) "accredited investors," as defined in
Rule 501 of Regulation D under the Act, by meeting any of the following
conditions:
(i) he or she has an individual income in excess of
$200,000 in each of the two most recent years or joint income with his or her
spouse in excess of $300,000 in each of those years, and he or she reasonably
expects an income in excess of the aforesaid levels in the current year, or
(ii) he or she has an individual net worth, or a joint net
worth with his or her spouse, at the time of his or her purchase, in excess of
$1,000,000 (net worth for these purposes includes homes, home furnishings and
automobiles), or
(iii) he or she otherwise satisfies the Company that he or
she is an accredited investor, as defined in Rule 501 under the Act.
Other categories of investors included within the definition
of accredited investor include the following: certain institutional investors,
including certain banks, whether acting in their individual or fiduciary
capacities; certain insurance companies; federally registered investment
companies; business development companies (as defined under the Investment
Company Act of 1940); Small Business Investment Companies licensed by the Small
Business Administration; certain employee benefit plans; private business
development companies (as defined in the Investment Advisers Act of 1940); tax
exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue
Code) with total assets in excess of $5,000,000; entities in which all the
equity owners are accredited investors; and certain affiliates of the Company.
A partnership Subscriber, which satisfies the requirements set
forth in clauses (a) through (f) above shall satisfy the suitability standards
if it is an accredited investor by reason of clause (iii) above, or if all of
its partners are accredited investors. A corporate subscriber, which satisfies
the requirements set forth in clauses (a) through (f) above shall satisfy the
investor suitability standards if it is an accredited investor by reason of
clause (iii) above, or if all of its shareholders are accredited investors.
Corporate subscribers must have net worth of at least three (3) times the amount
of their investment in the Shares.
The suitability standards referred to above represent minimum
suitability requirements for prospective purchasers and the satisfaction of such
standards by a prospective purchaser does not necessarily mean that the Shares
are a suitable investment for such purchaser. The Company may, in circumstances
it deems appropriate, modify such requirements. The Company may also reject
subscriptions for whatever reasons, in its sole discretion, it deems
appropriate.
Securities Purchase Agreements may not necessarily be accepted
in the order in which received. Purchasers who are residents of certain states
may be required to meet certain additional suitability standards.
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THE ACCEPTANCE OF A SUBSCRIPTION FOR SHARES BY THE COMPANY
DOES NOT CONSTITUTE A DETERMINATION BY THE COMPANY THAT AN INVESTMENT IN THE
SHARES IS SUITABLE FOR A PROSPECTIVE INVESTOR. THE FINAL DETERMINATION OF THE
SUITABILITY OF INVESTMENT IN THE SHARES MUST BE MADE BY THE PROSPECTIVE INVESTOR
AND HIS OR HER ADVISERS.
10. State Law Considerations for Residents of All States.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY
ON THEIR OWN EXAMINATION OFTHE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THESE SHARES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THE DESCRIPTION OF BUSINESS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
11. Notices. All notices, requests, consents or other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed first class postage prepaid, registered or certified
mail, to the following addresses:
If to the Company:
VDC Communications, Inc.
00 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxx
Chairman & C.E.O.
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In the case of Purchaser:
To the address set forth at the end of this Agreement or to
such other addresses as may be specified in accordance herewith from time to
time.
Unless specified otherwise, such notices and other
communications shall for all purposes of this Agreement be treated as being
effective upon being delivered personally or, if sent by mail, five days after
the same has been deposited in a regularly maintained receptacle for the deposit
of United States mail, addressed as set forth above, and postage prepaid.
12. Survival of Representations and Warranties. Representations
and warranties contained herein shall survive the execution and delivery of this
Agreement.
13. Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and permitted assigns of the parties hereto,
provided that this Agreement and the interests herein may not be assigned by
either party without the express written consent of the other party.
14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the jurisdiction of incorporation of
the Company without regard to the principles of conflict of laws. The parties
hereto hereby submit to the exclusive jurisdiction of the courts located in the
jurisdiction of incorporation of the Company with respect to any dispute arising
under this Agreement, the agreements entered into in connection herewith or the
transactions contemplated hereby or thereby.
15. Sections and Other Headings. The section and other headings
contained in this Agreement are for the convenience of reference only, and do
not constitute part of this Agreement or otherwise affect any of the provisions
hereof.
16. Counterpart Signatures. This agreement may be signed in
counterparts and all counterparts together shall become effective only when the
counterpart(s) have been executed and delivered by and on behalf of the Company
and the Purchaser.
17. Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.
18. Entire Agreement; Amendments. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Purchaser
make any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.
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19. United States Dollars. All dollar amounts stated herein refer
to and are payable solely in United States Dollars.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto
have caused this Agreement to be signed by their duly authorized officers.
Purchaser: Xxxxxxxxx X. Xxxxx
100,000 Shares/$362,500.00
--------------------------
Number and dollar amount /s Xxxxxxxxx X. Xxxxx
of Shares purchased - ---------------------
Purchase Price Name (Signature)
Address/Residence of Purchaser:
------------------------------------
------------------------------------
Social Security No.:
----------------
Accredited Investor Certification
(Place initials on the appropriate
line(s))
(i) I am a natural person who had individual
---- income of more than $200,000 in each of the most recent two
years or joint income with my spouse in excess of $300,000
in each of the most recent two years and reasonably expect
to reach that same income level for the current year
("income", for purposes hereof, should be computed as
follows: individual adjusted gross income, as reported (or
to be reported) on a federal income tax return, increased by
(1) any deduction of long-term capital gains under Section
1202 of the Internal Revenue Code of 1986 (the "Code"), (2)
any deduction for depletion under Section 611 et seq. of the
Code, (3) any exclusion for interest under Section 103 of
the Code and (4) any losses of a partnership as reported on
Schedule E of Form 1040);
(ii) I am a natural person whose individual net
---- worth (i.e., total assets in excess of total liabilities), or
joint net worth with my spouse, will at the time of purchase
of the Shares be in excess of $1,000,000;
(iii) The Purchaser is an investor satisfying the
---- requirements of Section 501(a)(1), (2) or (3) of Regulation D
promulgated under the Securities Act, which includes but is
not limited to, a self-directed employee benefit plan where
investment decisions are made solely by persons who are
"accredited investors" as otherwise defined in Regulation D;
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(iv) The Purchaser is a "qualified institutional
---- buyer" as that term is defined in Rule 144A of the Securities
Act;
(v) The Purchaser is a trust, which trust has
---- total assets in excess of $5,000,000, which is not formed for
the specific purpose of acquiring the Shares offered hereby
and whose purchase is directed by a sophisticated person as
described in Rule 506(b)(ii) of Regulation D and who has such
knowledge and experience in financial and business matters
that he is capable of evaluating the risks and merits of an
investment in the Shares;
(vi) I am a director or executive officer of the
---- Company; or
(vii) The Purchaser is an entity (other than
---- a trust) in which all of the equity owners meet the
requirements of at least one of the above subparagraphs.
Agreed and Accepted by
VDC COMMUNICATIONS, INC.
By: /s Xxxxxxxxx X. Xxxxx
---------------------
Xxxxxxxxx X. Xxxxx
Chairman & C.E.O.
Dated: 12-23-98
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