Exhibit 4.2
REVISED SUBSCRIPTION AGREEMENT
(March 31, 1999)
THE SECURITIES BEING OFFERED AND SOLD PURSUANT TO THIS SUBSCRIPTION
AGREEMENT HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS IN
ACCORDANCE WITH CERTAIN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS. THE
ISSUER OF THE SECURITIES IS RELYING UPON THE REPRESENTATIONS AND AGREEMENTS
CONTAINED IN THIS SUBSCRIPTION AGREEMENT FOR THE PURPOSE OF DETERMINING WHETHER
THIS TRANSACTION MEETS THE REQUIREMENTS FOR SUCH EXEMPTIONS.
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THIS SUBSCRIPTION AGREEMENT ("Agreement") has been executed by the
undersigned in connection with the private offering (the "Offering"), on an "all
or none basis," of 5,000 shares of the Series A Convertible Redeemable Preferred
Stock, par value $.01 per share (the "Series A Preferred Stock"), of Internet
Commerce Corporation, a corporation organized under the laws of the State of
Delaware (the "Company"), and the shares of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), underlying the Series A
Preferred Stock. In addition to such other terms as are set forth in this
Agreement, the terms on which the Series A Preferred Stock may be converted into
shares of Class A Common Stock (the "Conversion Common Stock"), and the other
terms of the Series A Preferred Stock are set forth in the Designation of Series
and Determination of Rights and Preferences of Series A Convertible Redeemable
Preferred Stock attached hereto as Annex I (the "Series A Designation"). The
Conversion Common Stock and the Series A Preferred Stock are collectively
referred to herein as the "Securities."
In addition, the Company has reserved for sale up to an additional 1,000
shares of Series A Preferred Stock to cover any over-subscriptions that it may
receive in the Offering.
The offer of the Series A Preferred Stock and the Conversion Common
Stock and, if this Agreement is accepted by the Company, the sale thereof is
being made in reliance upon exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and the securities or
"blue sky" or other similar laws of various states (collectively, the "State
Securities Laws").
The undersigned purchaser
NAME:
ADDRESS:
if applicable, a [Corporate] [Partnership] [Trust] organized under the laws of
____________; ("Purchaser"), hereby represents and warrants to, and agrees with
the Company as follows:
1. Agreement to Subscribe
a. Subscription. The undersigned Purchaser hereby irrevocably
subscribes to purchase __________ shares of Series A Preferred Stock, at a
purchase price of $ 1,000 per share for an aggregate purchase price of $_______.
b. Form of Payment. Purchaser shall pay the aggregate purchase
price for the Series A Preferred Stock by delivering immediately available funds
in United States Dollars in accordance with Paragraph 1(c) below, to the escrow
agent (the "Escrow Agent").
c. Method of Payment. Payment of the aggregate purchase price for
the Series A Preferred Stock shall be made by check, money order or similar
instrument made out to "First Union National Bank/Internet Commerce Corporation
(or ICC Escrow Account" and delivered to the Company with the executed copy
hereof or wire transfer of funds to the Escrow Agent as follows:
First Union National Bank
Charlotte, North Carolina
ABA# 000000000
D/5000000016439
ATTN: Corporate Trust Dept. for Internet Commerce
Corporation Escrow Acct.
Notify CT5300 / Xxxx Xxxxxx
d. Obligations Irrevocable. The obligations of the Purchaser
hereunder shall be irrevocable, except with the consent of the Company.
e. Acceptance of Subscription. It is understood and agreed that
the Company shall have the sole right, at its complete discretion, to accept or
reject this subscription, in whole or in part, for any reason and that the same
shall be deemed to be accepted by the Company only when it is signed by a duly
authorized officer of the Company and delivered to the undersigned on or prior
to the date (the "Closing Date") that the Company receives and accepts
subscriptions for the purchase of at least 5,000 shares of Series A Preferred
Stock. Subscriptions need not be accepted in the order received, and the shares
of Series A Preferred Stock may be allocated among subscribers. The Company
shall have no obligation to issue any of the Securities to any person who is a
resident of a jurisdiction in which the issuance of the Securities to him would
constitute a violation of any State Securities Laws.
2. Purchaser Representations; Access to Information; Independent
Investigation
a. Purchaser Representations and Warranties. Purchaser represents
and warrants to the Company as follows:
(i) Purchaser is an "accredited investor" as such term is defined
in Rule 501(a) promulgated under the Securities Act. The Purchaser
agrees to furnish any additional information requested to assure
compliance with applicable federal and state securities laws in
connection with the purchase and sale of the Securities. The Purchaser
acknowledges that he has completed the Accredited Investor Certificate
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contained in Annex II and that the information contained therein is
complete and accurate as of the date hereof and is hereby affirmed as of
the date hereof;
(ii) Purchaser has such knowledge, skill and experience in
financial, investment and business matters to be capable of evaluating
the merits and risks of an investment in the securities, to make an
informed decision relating thereto, and to protect its own interests in
connection with the transaction;
(iii) Purchaser has all requisite authority to enter into this
Agreement and to perform all of the obligations required to be
performed by the undersigned hereunder;
(iv) Purchaser is a resident of the state set forth above and is
not acquiring the Securities as an agent or otherwise for any other
person;
(v) Purchaser is purchasing the Series A Preferred Stock solely
for its own account, for investment purposes and not with an intent
towards further sale or distribution thereof, and has not pre-arranged
any sale with any other purchaser;
(vi) The Securities have not been registered under the Securities
Act, are deemed to be "restricted securities" as defined in Rule
144(a)(3) promulgated under the Securities Act, and may not be
transferred, sold, assigned, hypothecated or otherwise disposed of,
unless such transaction is the subject of a registration statement
filed with and declared effective by the Securities and Exchange
Commission (the "SEC") or unless an exemption from the registration
requirements under the Securities Act is available. Purchaser
represents and warrants and hereby agrees that all offers and sales of
the Series A Preferred Stock and the Conversion Common Stock shall be
made only pursuant to such registration or to an exemption from
registration;
(vii) Purchaser acknowledges that the purchase of the Securities
involves a high degree of risk, is aware of the risks and further
acknowledges that it can bear the economic risk of the Securities,
including the total loss of its investment;
(viii) Purchaser understands that the Securities are being
offered and sold to it in reliance on exemptions from the registration
requirements of the Securities Act and State Securities Laws, and that
the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of Purchaser set forth herein in order to determine the
applicability of such exemptions and the suitability of Purchaser to
acquire the Securities, and that, unless the Purchaser notifies the
Company in writing to the contrary at or before Closing Date, all of
the undersigned's representations, warranties, agreements,
acknowledgments and understandings contained in this Agreement will be
deemed to have been reaffirmed and confirmed as of Closing Date,
taking into account all information received by the Purchaser;
(ix) In evaluating its investment, Purchaser has consulted its
own investment and/or legal and/or tax advisors;
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(x) Purchaser is not an underwriter or, or dealer in, the
Securities, and Purchaser is not participating in a distribution of
the Securities; and
(xi) Purchaser understands that the Company may increase the
number of shares offered hereby and consents thereto.
b. Current Public Information. Purchaser has been furnished with
the Information Supplement attached hereto as Annex III and has been furnished
with or has acquired copies of the Company's most recent Annual Report on Form
10-KSB as filed with the SEC, Form 10-QSB and/or 8-K filed thereafter, and the
Company's Definitive Proxy Statement for Special Meeting of Stockholders
(collectively, the "SEC Filings").
c. Independent Investigation; Access. Purchaser acknowledges that
Purchaser, in making the decision to purchase the Securities subscribed for, has
relied upon independent investigations made by it and its purchaser
representatives, if any, and Purchaser and such representatives, if any, prior
to any sale to it, have been given access and the opportunity to examine all
material contracts and documents relating to the Offering and an opportunity to
ask questions of, and to receive answers from, the Company or any person acting
on its behalf concerning the terms and conditions of this Offering. Purchaser
and its advisors, if any, have been furnished with access to all publicly
available materials relating to the business, finances and operation of the
Company and materials relating to the offer and sale of the Securities which
have been requested. Purchaser and its advisors, if any, have received complete
and satisfactory answers to any such inquiries.
d. No Government Recommendation or Approval. Purchaser
understands that no federal or state agency has passed on or made any
recommendation or endorsement of the Securities or made any finding or
determination concerning the fairness or advisability of this investment.
e. Entity Purchasers. If Purchaser is a partnership, corporation
or trust, the person executing this Agreement on its behalf represents and
warrants that:
(i) He or she has made due inquiry to determine the truthfulness
of the representations and warranties made pursuant to this Agreement;
and
(ii) He or she is duly authorized (if the undersigned is a trust,
by the trust agreement) to make this investment and to enter into and
execute this Agreement on behalf of such entity.
f. Non-Affiliate. Purchaser and any affiliate of Purchase
represent, warrant and covenant that they are not an affiliate of the Company.
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3. Issuer Representations.
a. Reporting Company Status. The Class A Common Stock, is
registered as class under Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and is currently admitted for quotation on the
Nasdaq SmallCap Market ("SmallCap Market") of The Nasdaq Stock Market. Inc.
("Nasdaq"). The Company has filed all reports required to be filed pursuant to
Section 13(a) of the Exchange Act and is eligible to file a Registration
Statement on Form S-3 in connection with a secondary shelf offering by
securityholders.
b. Nasdaq Delisting and Conditional Re-Listing. In July 1998, the
Company was notified by Nasdaq that it no longer met the minimum net tangible
assets, market capitalization or net income requirements for continued listing
on the SmallCap Market. In October 1998, Nasdaq further notified the Company
that it also did not meet the minimum market maker requirement in connection
with its warrant listings on the SmallCap Market, and raised concerns about the
Company's compliance with the Nasdaq's shareholder approval requirements related
to an issuance of Class A Common Stock in connection with the merger of the
Company into its majority-owned subsidiary. In a letter dated October 22, 1998,
Nasdaq informed the Company that it would not be afforded an extension of time
in which to achieve compliance with the continued listing requirements of the
SmallCap Market and that, unless the Company requested a hearing in that regard,
the securities of the Company would be delisted from the SmallCap Market
effective with the close of business on October 29, 1998. The Company requested
such a hearing with the Nasdaq Hearing Department which was held on January 7,
1999. At that hearing, the Company presented its plan for sustained compliance
with the continued listing requirements of the SmallCap Market. By letter dated
February 22, 1999, Nasdaq notified the Company that it had delisted the
Company's securities from the SmallCap Market effective as of the close of
business on that day. Since the Company was current in all of is periodic
reporting requirements with the SEC, the Company's securities were immediately
eligible to trade on the NASD OTC Bulletin Board (the "OTCBB"). On February 23,
1999, the Class A Common Stock commenced trading on the OTCBB under the
Company's regular ticker symbol, "ICCSA." The Company appealed Nasdaq's decision
to delist its securities and provided additional information and documentation
regarding the business plans and prospects of the Company, including its
financing plans relating to the Offering. On March 16, 1999, the Company was
notified by Nasdaq that, effective with the opening of trading on March 17,
1999, the Class A Common Stock would be re-admitted for listing on the SmallCap
Market on a conditional basis under the ticker symbol "ICCAC." Nasdaq imposed
certain conditions on the Company in order to permit the relisting of the Class
A Common Stock on the SmallCap Market, including a requirement to raise an
additional $2,000,000 in equity and to amend the terms of the Series A Preferred
Stock to include a floor on the conversion rate.
c. Terms of Series A Preferred Stock. The terms of the Series A
Preferred shall be as set forth in the form of Series A Designation, to be filed
with the Secretary of State of the State of Delaware, and delivered to Purchaser
as Annex I.
d. Legality. The Company has the requisite corporate power and
authority to enter into this Agreement and to issue, sell and deliver the
Securities; this Agreement and
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the issuance, sale and delivery of the Securities hereunder and the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action by the Company; this Agreement and the Securities have been
duly and validly authorized and when delivered by and on behalf of the Company,
are valid and binding agreement of the Company, enforceable in accordance with
their respective terms, except as enforceability may be limited by general
equitable principles, bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other laws affecting creditors' rights generally.
The Series A Preferred Stock and the Conversion Common Stock will not subject
the holders thereof to personal liability by reason of being such holders.
e. Proper Organization. The Company is a corporation duly
organized, validity existing and in good standing under the laws of its
jurisdiction of incorporation and is duly qualified as a foreign corporation in
all jurisdictions where the failure to he so qualified would have a materially
adverse effect on its business, taken as a whole.
f. No Legal Proceedings. There is no action, suit or proceeding
before or by any court or any governmental agency or body, domestic or foreign,
now pending or, to the knowledge of the Company, threatened, against or
affecting the Company, or any of its properties or assets, which might result in
any material adverse change in the condition (financial or otherwise) or in the
earnings, business affairs or business prospects of the Company, or which might
materially and adversely affect the properties or assets thereof, except as
described in the SEC Filings.
g. Non-Default. The Company, except as described in the SEC
Filings, is not in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust or other material instrument or agreement to which it is
a party or by which it or its property may be bound.
h. No Misleading Statements. None of the SEC Filings, and as of
their respective dates, none of the Company's other filings with the SEC,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
i. No Adverse Change. There has been no material adverse change
in the financial condition, earnings, business affairs or business prospects of
the Company since the date of the Company's most recent Form 10-QSB filed
pursuant to the Exchange Act.
j. Absence of Non-Disclosed Facts. There is no fact known to the
Company (other than general economic conditions known to the public generally)
that has not been disclosed in writing to the Purchaser that: (i) could
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) or in the earnings, business affairs, business
prospects, properties or assets of the Company; or (ii) could reasonably be
expected to materially and adversely affect the ability of the Company to
perform its obligations pursuant to this Agreement and the Series A Preferred
Stock, except as described in the SEC Filings.
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k. Transfer Restrictions. The Series A Preferred Stock and the
Conversion Common Stock issuable upon the conversion of the Series A Preferred
Stock are deemed to be restricted securities under the Securities Act and may
not be sold, offered for sale or otherwise transferred except pursuant to a
registration statement filed with and declared effective by the SEC or pursuant
to an exemption from the registration requirements of that Act.
l. Non-Contravention. The execution and delivery of this
Agreement and the consummation of the issuance of the Securities and the
transactions contemplated by this Agreement do not and will not conflict with or
result in a breach by the Company of any of the terms or provisions of, or
constitute a default under the Articles of Incorporation or by-laws of the
Company, or any indenture, mortgage, deed of trust, or other material agreement
or instrument to which the Company is a party or by which it or any of its
properties or assets are bound, or any existing applicable Federal or State law,
rule, or regulation or any applicable decrees, judgment or order of any court,
Federal or State regulatory body, administrative agency or other domestic body
having jurisdiction over the Company or any of its properties or assets.
m. Filings. The Company undertakes and agrees pursuant to the
sale hereunder of its Securities hereunder to make all necessary filings in
connection with the sale of its Securities as required by the laws and
regulations of all appropriate jurisdictions and securities exchanges in the
United States, if any.
4. Covenants of the Company. For so long as any Series A Preferred Stock
held by the Purchaser shall remain outstanding, the Company covenants and agrees
with the Purchaser that it will at all times fully reserve from its authorized
but unissued shares of Class A Common Stock such sufficient number of shares
thereof to permit the conversion in full of the outstanding Series A Preferred
Stock.
5. Legend.
a. On or prior to the Closing Date, the Company will prepare and
issue one or more certificates for the Series A Preferred Stock registered in
such name or names as specified by the Purchaser. Such certificate(s) and the
certificates representing the Conversion Common Stock shall bear a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED OR OFFERED FOR
SALE, TRANSFER OR HYPOTHECATION UNLESS A REGISTRATION STATEMENT UNDER
THAT ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT OR, IN THE OPINION OF COUNSEL, SUCH
REGISTRATION IS NOT REQUIRED.
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The certificates representing shares of the Conversion Common Stock issued shall
bear the legend set forth above until and unless a resale thereof is effected
pursuant to an effective registration statement covering such resale or such
resale is effected pursuant to and in accordance with an exemption from the
registration requirements of the Securities Act and the State Securities Laws or
such resale is effected pursuant to Rule 144 promulgated under the Securities
Act.
b. The Purchaser acknowledges that the Company is under no
obligation register the Series A Preferred Stock or the Conversion Common Stock
under the Securities Act other than as set forth in Paragraph 10 hereunder.
6. Exemption: Reliance on Section 4(2). Purchaser understands that the
offer and sale of the Series A Preferred Stock is not being registered under the
Securities Act based on the exemption from registration provided by Section 4(2)
of the Securities Act. The Company is relying on such exemption.
7. Closing Date and Escrow Agent. Closing shall be effected through
delivery of funds to the Company by the Escrow Agent, and delivery of
certificates evidencing the Series A Preferred Stock to the Purchaser by the
Company. Each of the Company and the Purchaser agrees that the Escrow Agent has
no liability as a result of any fraudulent or unlawful conduct of any other
party, and agrees to hold the Escrow Agent harmless.
8. Conditions to the Company's Obligation to Sell. Purchaser understands
that the Company's obligation to sell the Series A Preferred Stock is
conditioned upon:
a. The receipt and acceptance by the Company of this Agreement,
as evidenced by execution of this Agreement by the Chief Executive Officer, the
President or the Chief Financial Officer of the Company;
b. Delivery to the Escrow Agent by Purchaser of immediately
available funds as payment in full for the purchase of the Series A Preferred
Stock;
c. The accuracy as of the Closing Date of the representations and
warranties of the Purchaser contained in this Agreement, and performance by the
Purchaser of all covenants and agreements of the Purchaser required to be
performed on or before the Closing Date;
d. The receipt and acceptance by the Company of subscriptions to
purchase at least 5,000 shares of the Series A Preferred Stock; and
e. The continued listing of the Class A Common Stock on the
SmallCap Market through the Closing Date.
9. Conditions to Purchasers Obligation to Purchase. The Company
understands that Purchaser's obligation to purchase the Series A Preferred Stock
is conditioned upon:
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a. Execution by Purchaser of this Agreement and the receipt of
the Company's acceptance of this Agreement as provided in Paragraph 8(a) above;
b. Delivery of certificates evidencing the Series A Preferred
Stock to the Purchaser;
c. Acceptance by the Company of subscriptions from the Purchaser
and other subscribers and the sale by the Company pursuant thereto of 5,000
shares of Series A Preferred Stock;
d. The accuracy as of the Closing Date of the representations and
warranties of the Company contained in this Agreement and the performance by the
Company on or before the Closing Date of all covenants and agreements of the
Company required to be performed on or before the Closing Date;
e. The filing of the Series A Designation attached hereto as
Annex I with the Secretary of State of Delaware on or before the Closing Date;
and
f. The continued listing of the Class A Common Stock on the
SmallCap Market through the Closing Date.
10. Registration of the Conversion Common Stock. No later than 45 days
after the Closing Date, the Company shall file a Registration Statement on Form
S-3 or any other form under the Securities Act that may be used to register for
resale the Conversion Common Stock under the Securities Act and under all
applicable State Securities Laws covering all of the Conversion Common Stock and
to use its best efforts to cause such registration statement to be declared
effective, by acceleration, within 180 days after the Closing Date, by the SEC,
all at the Company's sole cost and expense, excluding discounts, concessions or
commissions paid to participating broker-dealers. Such best efforts shall
include promptly responding to all comments received from the staff of the SEC,
providing Purchaser or its counsel with contemporaneous copies of all written
communications from the staff of the SEC if requested by Purchaser and promptly
preparing and filing amendments to such registration statement which are
responsive to the comments received from the staff of the SEC. Such registration
statement shall name Purchaser as a selling shareholder and shall provide for
the sale of the Conversion Common Stock by Purchaser from time to time directly
to purchasers or in the over-the-counter market through or to securities brokers
or dealers that may receive compensation in the form of discounts, concessions,
or commissions. None of the foregoing shall in any way limit Purchaser's rights
to sell the Conversion Common Stock in reliance on an exemption from the
registration requirements under the Securities Act in connection with a
particular transaction. In the event the Company either (a) fails to file a
registration statement covering the Conversion Common Stock, within 45 days of
the Closing Date or (b) fails to have such registration statement declared
effective by the SEC within 180 days of Closing Date, the conversion rate of the
Series A Preferred Stock shall be revised, in each case as liquidated damages
and not as a penalty, to give the Purchaser upon conversion additional shares of
Class A Common equal to 2.5% for each violation of the shares of Conversion
Common Stock that would otherwise be issuable for each violation of the
foregoing covenants.
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Regardless of whether the Company registers the resale of the Conversion
Common Stock, the Company will, upon the presentation of an opinion of the
Purchaser's counsel, allow the Purchaser to offer and sell the Conversion Common
Stock in reliance on the provisions of Rule 144 or other exemption from the
registration provisions of state or federal law, at the option of Purchaser. Any
such registration statement shall remain effective for up to 12 months or until
all such Conversion Common Stock are sold, or until the Conversion Common Stock
may be sold pursuant to Rule 144, whichever is later. The Company shall provide
the Purchaser with such copies of the prospectus as shall be reasonably
requested to facilitate the sale of the Conversion Common Stock.
11. Governing Law. This Agreement shall be governed by and construed
under the law of the State of Delaware without regard to its choice of law
provision. A facsimile transmission of this signed Agreement shall be legal and
binding on all parties hereto.
12. Survival of Representations, Warranties, and Covenants. Each of the
Company's and Purchaser's representations, warranties, and covenants shall
survive the execution and delivery of this Agreement, the delivery of the
certificates representing the Securities and the death or disability of the
Purchaser.
13. Successors and Assigns. This Agreement shall inure the benefit of
and be binding on the respective successors and assigns of the parties hereto.
Neither this Agreement nor any right, remedy, obligation or liability arising
hereunder or by reason hereof shall be assignable by either the Company or the
undersigned without the prior written consent of the other party.
14. Binding Effect. The provisions of this Agreement shall be binding
upon and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
15. Notification of Changes. The undersigned hereby covenants and agrees
to notify the Company upon the occurrence of any event prior to the Closing Date
which would cause any representation, warranty, or covenant of the undersigned
contained in this Agreement to be false or incorrect.
16. Section and Other Headings. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
18. Waiver, Amendment. Neither this Agreement nor any provisions hereof
shall be modified, changed, discharged or terminated except by an instrument in
writing, signed by the party against whom any waiver, change, discharge or
termination is sought.
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SIGNATURE PAGE FOR INDIVIDUAL SUBSCRIBER
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and that he, she, or they have executed this Subscription
Agreement on this ____ day of March, 1999.
______________________ ____________________
Printed Name Signature
______________________ ____________________
Printed Name Signature
Accepted this ____ day of March, 1999:
INTERNET COMMERCE CORPORATION
By:
Title:
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SIGNATURE PAGE FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and that it has caused this Subscription Agreement to be
duly executed on its behalf on this __ day of March, 1999.
__________________________________
Printed Name of Subscriber
By:__________________________________
(Signature of Authorized Person)
__________________________________
(Printed Name and Title)
Accepted this ___ day of March, 1999:
INTERNET COMMERCE CORPORATION
By:
Title:
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Full Name and Address of Purchaser for Registration Purposes:
NAME:
ADDRESS:
TEL. NO:
FAX NO.:
CONTACT NAME:
Delivery Instructions (if different from Registration Name):
NAME:
ADDRESS:
TEL. NO:
FAX NO.:
CONTACT NAME:
SPECIAL
INSTRUCTIONS:
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