Exhibit 10.55
SUBSCRIPTION AGREEMENT
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (the "Agreement") is made by
and between SLW ENTERPRISES INC. (the "Issuer"), a Washington corporation, and
the subscriber executing this agreement (the "Subscriber").
1. SUBSCRIPTION OF COMMON STOCK.
1.1 PURCHASE AND SALE OF SECURITIES. Subject to the terms and
conditions of this Agreement, the Subscriber agrees to subscribe, and the Issuer
agrees to issue to Subscriber, the number of shares of common stock of the
Issuer (the "Common Stock") referred to in Section 11.4 of this Agreement. No
less than 25,000 shares of Common Stock may be purchased by the Subscriber,
unless the Issuer decides in its sole discretion to accept less than 25,000
shares. The shares of Common Stock subscribed to hereby are referred to
collectively herein as the "Shares." All references to "Dollars" or "$" in this
Agreement refer to U.S. Dollars.
1.1.1 The purchase price of the Common Stock is $1.00 per
share and the total amount due to the Issuer hereunder is the amount
referred to in Section 11.4 of this Agreement (the "Purchase Price").
1.1.2 The maximum number of shares that may be sold to all
Subscribers is 1,500,000 shares (the "Maximum Shares") and there is no
minimum number of shares that must be sold. The Maximum Shares may be
amended by the Issuer at any time, in its sole discretion without
limitation. The Subscriber acknowledges that the Issuer has entered
into or may enter into agreements similar to this Agreement with other
persons in respect of the sale of Common Stock in addition to the sale
of the Maximum Shares described in this Agreement. Subscriber agrees to
pay to the Issuer the Purchase Price pursuant to the instructions set
forth in Section 6 hereto. The Issuer may choose to issue the Common
Stock subscribed to hereunder at any time after the Common Stock has
been subscribed, until the Issuer closes the offering. The Issuer may
accept any subscription in whole or in part. To the extent that any
subscription is not accepted by the Issuer, the Issuer shall cause any
related escrowed funds to be promptly returned to the Subscriber,
without interest. The obligations assumed by the Subscriber by virtue
of this Agreement shall remain in force until the earlier to occur of
(i) the issuance of the Common Stock or (ii) the Closing Date.
Notwithstanding the foregoing, all representations, warranties and
covenants of the Subscriber herein shall survive the Issuance of the
Common Stock or the Closing Date.
1.2 CLOSING. The closing of the sale of the Common Stock hereunder will
occur upon satisfaction of all conditions described in this Agreement and is
contingent upon the closing of the Agreement and Plan of Reorganization (the
"Reorganization Agreement") among the Issuer, a wholly owned subsidiary of the
Issuer, and HiEnergy Microdevices, Inc. ("HiEnergy"), a Delaware corporation,
(the "Closing Date"). If the
SLW Enterprises Inc. -- Subscription Agreement
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Closing Date does not occur on or before March 31, 2002, unless extended to a
later date by the Issuer pursuant to the written consent of the Subscriber
delivered on or before March 31, 2002 to the Issuer, the escrowed funds will be
promptly returned to the Subscriber, without interest, pursuant to an Order to
Release Funds, the form of which is attached hereto as Exhibit B, executed by
the Subscriber and delivered to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC pursuant to Section 6
of this Agreement.
2. USE OF PROCEEDS.
The proposed use of proceeds of the Offering will be for sales and
marketing, working capital, general corporate purposes and to facilitate
acquisitions. The Issuer may re-allocate the proceeds in its sole discretion.
3. REPRESENTATIONS AND WARRANTIES OF ISSUER.
3.1 The Issuer hereby represents and warrants to the Subscriber as
follows:
3.1.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Issuer is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Washington.
3.1.2 VALID ISSUANCE OF COMMON STOCK. The Common Stock, when
issued and delivered in accordance with the terms hereof for the consideration
expressed herein, will be validly issued and outstanding, fully paid and
nonassessable.
3.1.3 REPORTING ISSUER. The Issuer is subject to the reporting
requirements of the Securities Exchange Act of 1934 (the "34 Act").
3.1.4 NO MARKET CONDITIONING. The Issuer undertook no activity for
the purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the Common Stock. The Issuer
did not place any advertisements in any publication referring to the offering of
the Common Stock for sale.
4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER.
4.1 Subscriber hereby represents and warrants to Issuer as follows:
4.1.1 AUTHORITY OF SUBSCRIBER. The Subscriber, if a corporation,
partnership, trust, or any other entity than a natural person, represents that
the subscription of the Common Stock referred to in this Agreement does not
contravene its charter or other organizational documents or the laws of the
country, state or province of its incorporation, formation or organization or of
any other relevant jurisdiction. The Subscriber also represents that it has the
necessary authorizations to that effect.
4.1.2 INVESTMENT EXPERIENCE. The Subscriber has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of the prospective investment in the Common Stock, which
are substantial and has in fact evaluated such merits and risks in making its
investment decision to purchase the Common
SLW Enterprises Inc. -- Subscription Agreement
Page 2
Stock. The Subscriber, by virtue of its business and financial expertise, has
the capacity to protect its own interest in connection with this transaction, or
has consulted with tax, financial, legal or business advisors as to the
appropriateness of an investment in the Common Stock. The Subscriber has not
been organized for the purpose of investing in the Common Stock, although such
investment is consistent with its purposes.
4.1.3 ACCESS TO INFORMATION. The Subscriber or its
professional advisor has been granted the opportunity to conduct a full and fair
examination of the records, documents and files of the Issuer, to ask questions
of and receive answers from representatives of the Issuer, its officers,
directors, employees and agents concerning the terms and conditions of this
offering, the Issuer and its business and prospects, and to obtain any
additional information which the Subscriber or its professional advisor deems
necessary to verify the accuracy of the information received. Subscriber further
represents that it has had an opportunity to ask questions and receive answers
from the Issuer regarding the terms and conditions of the offering, and any
information so requested has been made available to the full and complete
satisfaction of the Subscriber. The Subscriber hereby confirms that it has
received and examined all material information it considers necessary to make an
informed decision to invest in the Common Stock. The Subscriber hereby confirms
that, in addition to examining other information it requested during the course
of its due diligence, it has examined all of the Issuer's filings under the `34
Act, including its financial statements, and the Company's Confidential Private
Placement Memorandum.
4.1.4 ACCREDITED INVESTOR. The Subscriber is (check applicable
box):
(a) [ ] a bank as defined in Section 3(a)(2) of the Securities
Act of 1933, as amended (the "Act"), or a savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Act acting
in either an 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
Issuer Act of 1940 or a business development company as defined in
Section 2(a)(48) of that act.
(d) [ ] a Small Business Investment Issuer licensed by the
U.S. Small Business Administration under Section 30 1(c) or (d) of the
Small Business Investment Act of 1958.
(e) [ ] a plan established and maintained by a state, its
political subdivisions or any agency or instrumentality of a state or
its political subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000.
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Page 3
(f) [ ] an employee benefit plan within the meaning of Title 1
of the Employee Retirement Income Security Act of 1974, and the
investment decision is made by a plan fiduciary, as defined in Section
3(21) of such Act, which is either a bank, savings and loan
association, insurance company or registered investment advisor, or an
employee benefit plan having total assets in excess of $5,000,000 or,
if a self-directed plan, with investment decisions made solely by
persons who are Accredited Investors.
(g) [ ] a private business development company as defined in
Section 202(a)(22) of the investment Advisors Act of 1940.
(h) [ ] an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, a corporation, Massachusetts or similar
business trust, or a partnership not formed for the specific purpose of
acquiring the Common Stock, with total assets in excess of $5,000,000.
(i) [ ] any trust with total assets in excess of $5,000,000
not formed for the specific purpose of acquiring the Common Stock,
whose purchase is directed by a sophisticated person who has such
knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the prospective
investment.
(j) [ ] a broker or dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934, as amended.
(k) [ ] an individual (See Section 4.15(a) below)
(1) [ ] none of the above (See Section 4.15(b) below)
4.1.5(a) INDIVIDUAL SUBSCRIBER. If the Subscriber is an
individual, then the Subscriber (check an applicable box):
[ ] is a director, executive officer or general
partner of the issuer of the Common Stock being offered or
sold or a director, executive officer or general partner of a
general partner of that issuer.
[ ] has an individual net worth, or joint net worth
with that person's spouse, at the time of his purchase
exceeding $1,000,000.
[ ] had an individual income in excess of $200,000 in
each of the two most recent years or joint income with that
person's spouse in excess of
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Page 4
$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current
year.
[ ] none of the above.
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(Initial)
4.1.5(b) If the Subscriber checked the box for "none of the
above", then the Subscriber is an entity each equity owner of which is an
individual who could check one of the first three boxes in section 4.1.5(a)
above.
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(Initial)
4.1.5(c). CITIZENSHIP OF SUBSCRIBER.
[ ] The Subscriber resides in the United States.
[ ] The Subscriber resides outside the United
States and the following applies:
o neither the Subscriber nor its
beneficial owner[s], as determined
pursuant to Rule 13d-3 under the
`34 Act, was a citizen of the
United States at the time it
received the offer to purchase the
Common Stock, or at the closing of
the purchase of the Common Stock;
o the Subscriber was not in the
United States at the time its buy
order was originated; and
o the Subscriber did not acquire the
Common Stock for the account or
benefit of any U.S. person.
--------
(Initial)
4.1.6 NO DISTRIBUTOR, DEALER OR UNDERWRITER. Subscriber is not a
distributor or dealer of the Common Stock. Subscriber is not taking the Common
Stock with the intent to make a distribution of the Common Stock, as such terms
are defined in the Act and the ▇▇▇ ▇▇▇. In any event, if Subscriber is deemed to
be the distributor of the Common Stock offered hereby, Subscriber will act in
accordance with applicable law.
4.1.7 INVESTMENT INTENT. The Subscriber is acquiring the Common
Stock for its own account and for investment purposes and not for sale or with a
view to distribution of all or
SLW Enterprises Inc. -- Subscription Agreement
Page 5
any part of such Common Stock and has no present plans to enter into any
contract, undertaking, agreement or arrangement for such resale or distribution.
4.1.8 NO IMMEDIATE NEED FOR LIQUIDITY. The Subscriber
understands that the Common Stock is a "restricted security" within the meaning
of the Act, and certificates representing the Common Stock are legended with
certain restrictions on the resale of the Common Stock and the Common Stock may
not be resold without a valid exemption from registration under the Act, or
until a registration statement is filed with respect thereto under the Act.
There can be no assurance that upon registration of the Common Stock pursuant to
the Act, that a market for the Common Stock will exist on an exchange or market
or quotation system. Accordingly, the Subscriber is aware that there are legal
and practical limits on the Subscriber's ability to sell or dispose of the
Common Stock, and, therefore that the Subscriber must bear the economic risk of
the investment for an indefinite period of time. The Subscriber has adequate
means of providing for the Subscriber's current needs and possible personal
contingencies and has need for only limited liquidity of this investment. The
Subscriber's commitment to illiquid investments is reasonable in relation to the
Subscriber's net worth. The Subscriber is capable of bearing the high degree of
economic risks and burdens of this investment, including but not limited to the
possibility of complete loss of all its investment capital and the lack of a
liquid market, such that it may not be able to liquidate readily the investment
whenever desired or at the then current asking price.
4.1.9 EXEMPT SUBSCRIPTION. The Subscriber understands that the
Common Stock is being offered and sold in reliance on specific exemptions from
the registration requirements of U.S. federal and state law and that the
representations, warranties, agreements, acknowledgments and understandings set
forth herein are being relied upon by the Issuer in determining the
applicability of such exemptions and the suitability of the Subscriber to
acquire such Common Stock.
4.1.10 AUTHORITY OF SIGNATORY. The Subscriber has full power
and authority to execute and deliver this Agreement and each other document
included herein as an exhibit to this Agreement for which signature is required,
and the person executing this Agreement on behalf of the subscribing individual,
partnership, trust, estate, corporation or other entity executing this Agreement
is a duly authorized signatory. If the signatory of this Agreement on behalf of
the Subscriber is not the Subscriber or an authorized officer or partner of the
Subscriber, the signatory represents and warrants to the Issuer that the
signatory is a professional fiduciary of the Subscriber, acting solely in its
capacity as holder of such account, as a fiduciary, executor or trustee.
4.1.11. PRIVATE TRANSACTION. At no time was the Subscriber
presented with or solicited by any leaflet, public promotional meeting,
circular, newspaper or magazine article, radio or television advertisement or
any other form of general advertising.
4.1.12 RELIANCE ON OWN ADVISORS. The Subscriber has relied
completely on the advice of, or has consulted with, its own personal tax,
investment, legal or other advisors and has not relied on the Issuer or any of
its affiliates, officers, directors, attorneys, accountants or any
SLW Enterprises Inc. -- Subscription Agreement
Page 6
affiliates of any thereof and each other person, if any, who controls any
thereof, within the meaning of Section 15 of the Act, except to the extent such
advisors shall be deemed to be as such.
5. COVENANTS AND ACKNOWLEDGMENTS OF SUBSCRIBER.
5.1 COVENANTS OF SUBSCRIBER. The Subscriber shall not make any sale,
transfer or other disposition of the Common Stock in violation of the Act or the
`34 Act, or any other applicable securities laws, or the rules and regulations
of the U.S. Securities and Exchange Commission (the "SEC") or of any securities
authority of any jurisdiction in which the sale, transfer or disposition of all
or any portion of the Common Stock unless and until (i) there is then in effect
a Registration Statement under the Act covering such proposed sale, transfer or
disposition and such disposition is made in accordance with such Registration
Statement; or (ii) the sale, transfer or disposition is made pursuant to a valid
exemption from the registration and prospectus delivery requirements of
applicable securities laws.
5.2 ACKNOWLEDGMENTS OF SUBSCRIBER. The Subscriber acknowledges and
understands as follows:
5.2.1 SOLE BASIS OF DECISION TO INVEST. Subscriber
acknowledges that its decision to invest in SLW is solely based upon the
Confidential Private Placement Memorandum, the exhibits attached thereto, and
any other materials that SLW or HiEnergy have provided to the Subscriber IN
WRITING but that their decision to invest is not based upon the financial
statements, either audited or unaudited, of HiEnergy.
5.2.2 RISKS OF INVESTMENT. The Subscriber recognizes that
investment in the Issuer involves certain risks, including the potential loss of
the Subscriber's investment herein, and the Subscriber has taken full cognizance
of and understands all of the risk factors related to the purchase of the Common
Stock. The Subscriber or its representative has received and carefully examined
and has understood the risk factors described herein and set forth in the
Business Plan. The Subscriber recognizes that any documentation on the business
of the Issuer and Urbanesq provided to the Subscriber, including the Business
Plan, do not purport to contain all the information which would be contained in
a registration statement under the Act.
5.2.3 NO GOVERNMENT APPROVAL. No federal or state agency or
any other government authority has passed upon the Common Stock or made any
finding or determination as to the fairness of this transaction.
5.2.4 PRICE. The Price of the Common Stock was determined by
the Issuer and bears no relationship to the Issuer's assets, book value or
results of operation.
5.2.5 NO REGISTRATION. The Common Stock and any component
thereof has not been registered under the Act or any securities laws of any
other jurisdiction by reason of exemptions from the registration requirements of
the Act and such laws, and may not be sold, pledged, assigned or otherwise
disposed of in the absence of an effective registration statement
SLW Enterprises Inc. -- Subscription Agreement
Page 7
for the Common Stock and any component thereof under the Act or unless an
exemption from such registration is available.
5.2.6 NO ASSURANCES OF REGISTRATION. There can be no absolute
assurance that any registration statement will be filed with respect to the
Common Stock or the Common Stock underlying the Common Stock, or if filed, that
such registration statement will become effective. Therefore, unless an
exemption from the registration requirements under applicable law is available,
the Subscriber may be required to bear the economic risk of the Subscriber's
investment for an indefinite period of time.
5.2.7 LEGENDS. The certificates representing the Common Stock
shall bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
OR ANY OTHER SECURITIES AUTHORITIES. THEY WERE ISSUED PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER REGULATIONS
PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES
LAWS.
The Issuer may in its sole discretion place a "Blue Sky" legend on the
certificates in accordance with U.S. State securities laws or as required by
applicable securities laws.
6. RESALES OF THE COMMON STOCK
Issuer and Subscriber agree that Issuer, through its transfer agent,
shall refuse to register any transfer or attempted transfer of the Common Stock
not made in accordance with the provisions of Regulation S under the Act,
pursuant to registration under the Act, or pursuant to an available exemption
from registration. The Subscriber agrees to resell the Common Stock only in
accordance with the provisions of Regulation S under the Act, pursuant to
registration under the Act, or pursuant to an available exemption from
registration; and agrees not to engage in hedging transactions with regard to
the Common Stock unless in compliance with the Act.
7. REGISTRATION RIGHTS
The Subscriber shall have such registration rights as are provided in
the Registration Rights Agreement, attached hereto as Exhibit A, which is
subject to the execution and Closing of this Agreement and the issuance of the
Common Stock to the Subscriber.
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Page 8
8. GENERAL RELEASE
8.1 Except for a claim for a breach of this Subscription Agreement and
the Registration Rights Agreement, the Subscriber hereby fully and forever
releases the Issuer (including its agents, employees, successors and assigns),
waives and acknowledges settlement, satisfaction and receipt in full of (i) any
and all sums that may be payable to the Subscriber by the Issuer; and (ii) any
and all past, present and future claims, demands, rights, causes of action, and
compensation of every kind and nature arising from, but not limited to, any
contracts, agreements, or instruments, claims for violation or breach of
contract; promissory estoppel; breach of fiduciary duty; fraud; negligence;
defamation; violation of any public policy; claims for personal injuries;
emotional or mental distress of any kind or nature whatsoever; harassment;
violation of any federal or state law or regulation; or otherwise; whether known
or unknown, anticipated or unanticipated, direct or indirect, fixed or
contingent, including without limitation, any and all claims and damages
relating to or arising out of any aspect of the litigation (including attorneys'
fees and litigation costs), whether asserted or unasserted.
8.2 The Subscriber hereby agrees to be responsible for all of its taxes
arising out of this transaction, including any taxes from the issuance of the
Common Stock of the Issuer. If the Issuer has any obligation to withhold taxes
on behalf of the Subscriber, the Subscriber agrees to pay the taxes or indemnify
and reimburse the Issuer for any moneys paid on the Subscriber's behalf by the
Issuer. If the Subscriber fails to pay the taxes owed, or indemnify or reimburse
the Issuer for any liability resulting from such failure, the Issuer has the
power to stop the transfer of its Common Stock to the Subscriber or to reclaim
the Common Stock from the Subscriber to satisfy the tax liability. The
Subscriber hereby expressly appoints the President of the Issuer or its
successor as its attorney for purposes of enforcing this provision, with full
power of substitution in the premises.
9. APPLICABLE LAW AND JURISDICTION
9.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Washington, without regard to conflicts of law
principles.
9.2 In the event of any dispute, controversy, claim or difference that
should arise between the parties out of or relating to or in connection with
this Agreement or the breach thereof, the parties shall endeavor to settle such
conflicts amicably among themselves. Should they fail to do so, the matter in
dispute shall be settled by arbitration in Seattle, Washington, in accordance
with the rules of the American Arbitration Association. Any award or judgment of
the arbitrators shall be final and binding on the parties and shall be
enforceable in any court of competent jurisdiction. All reasonable attorneys'
fees incurred by the prevailing party in the resolution of any dispute,
controversy, claim or difference hereunder shall be borne by the losing party.
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Page 9
10. NOTICES.
All communications between the parties under the Agreement shall be sent, if to
the Issuer, to:
SLW Enterprises Inc.
▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Phone: ▇▇▇.▇▇▇.▇▇▇▇
Fax: ▇▇▇.▇▇▇.▇▇▇▇
with a copy to: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ P.L.L.C.
(which shall not ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
constitute notice) ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and to the address indicated on the signature page hereto, if to the Subscriber.
No change of address shall be valid unless it is communicated in writing to the
other party with at least five business days notice.
11. SUBSCRIPTION INFORMATION.
11.1 IRREVOCABLE SUBSCRIPTION. Subscriber hereby acknowledges and
agrees that this Agreement is irrevocable and that, except as provided herein,
Subscriber is not entitled to cancel, terminate or revoke this Agreement, and
this Agreement shall survive the death or disability of the Subscriber and shall
be binding upon and inure to the benefit of the Subscriber and the Subscriber's
respective heirs, executors, administrators, successors, legal representatives
and assigns.
11.2 ISSUER'S RIGHT TO ACCEPT IN PART OR TO REJECT SUBSCRIPTION. The
Subscriber hereby confirms that the Issuer has full right in its sole discretion
to accept or reject the subscription of the Subscriber, in whole or in part,
provided that, if the Issuer decides to reject such subscription, the Issuer
must do so promptly and in writing. In the case of a rejection or an acceptance
in part, any payments will be promptly returned (without interest) to the
Subscriber.
11.3 ACCEPTANCE OF SUBSCRIPTION. In the case of acceptance of the
Subscriber's subscription by the Issuer, but not before the Closing Date and in
no event later than 15 days following the Closing Date, unless such period is
extended with the consent of the Subscriber, the Common Stock subscribed for in
accordance with this Agreement will be issued to the Subscriber.
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11.4 NUMBER OF SHARES SUBSCRIBED FOR AND PURCHASE PRICE. The Subscriber
hereby subscribes for _________ shares of Common Stock for an aggregate total
amount of US$__________
11.5 SUBSCRIPTION. The Subscriber must do the following in order to
subscribe:
(a) completing and executing this Agreement and delivering it
to SLW Enterprises Inc., Attn: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇;
(b) executing the Registration Rights Agreement, attached
hereto as Exhibit A, and delivering it to SLW Enterprises Inc., Attn: ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇;
(c) delivering the Purchase Price, as designated in Section
11.4 herein, to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC pursuant to Section 11.6 hereof and
the Wire Transfer Instructions attached hereto as Exhibit D;
(d) delivering a DATED and executed Order to Release Funds, in
the form attached hereto as Exhibit B, to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and
(e) delivering an UNDATED and executed Order to Release Funds,
in the form attached hereto as Exhibit C, to SLW Enterprises Inc., Attn: ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇.
11.6 METHOD OF PAYMENT. Payment of the Purchase Price may be made in
cash, by wire transfer or by check (subject to collection), bank draft or postal
or express money order payable in United States dollars to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
PLLC. Wire Transfer Instructions for wiring funds to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC
are attached hereto as Exhibit D.
11.7 RELEASE OF FUNDS. The funds from the Subscriber will be placed in
a separate non-interest bearing IOLTA escrow account and held there until the
earlier of: (i) the Closing Date; or (ii) the date specified in the executed
Order to Release Funds delivered to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC by the
Subscriber, the form of which is attached hereto as Exhibit B.
11.7.1 ON THE CLOSING DATE. If the Closing Date occurs on or
before March 31, 2002, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC shall disburse the escrowed
funds to the Issuer upon receiving from the Issuer an executed Order to Release
Funds, which UNDATED and executed Order is to be delivered to the Issuer by the
Subscriber pursuant to Section 11.5(e) hereof.
11.7.2 ON MARCH 31, 2002. If the Closing Date does not occur
on or before March 31, 2002, unless extended to a later date by the Issuer
pursuant to the written consent of the Subscriber delivered on or before March
31, 2002 to the Issuer, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PLLC shall disburse the escrowed
funds to the Subscriber pursuant to the Order to Release Funds received from the
Subscriber pursuant to Section 11.5(d) hereof.
SLW Enterprises Inc. -- Subscription Agreement
Page 11
INDIVIDUAL INVESTOR SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned Subscriber does represent and
certify under penalty of perjury that the foregoing statements are true and
correct and that by the following signature(s) executed this Agreement on the
date marked below.
------------------ -------------------------
Signature Signature (if purchasing jointly)
------------------ -------------------------
Name Typed or Printed Name Typed or Printed
------------------ -------------------------
Address Address
------------------ -------------------------
Address Address
----------------- -------------------------
Telephone Telephone
------------------ -------------------------
Facsimile Facsimile
------------------ -------------------------
Tax ID# or Social Security # Tax ID# or Social Security #
Name in which securities should be issued: __________________________
(Note: Securities will not be issued in a name other than the name of the
Subscriber unless the Issuer receives satisfactory evidence that beneficial
ownership would not change.)
Dated: ____________, 2002
ISSUER USE ONLY:
This Subscription Agreement is agreed to and accepted [ ] IN FULL or to
the extent of __________ shares of Common Stock as of __________, 2002.
SLW ENTERPRISES INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
SLW Enterprises Inc. -- Subscription Agreement
Page 12
NON-INDIVIDUAL INVESTOR SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement as of the day and year marked below.
-------------------- ---------------------
Name of Subscriber Number of Owners
-------------------- ---------------------
Jurisdiction of Formation Date of Formation
-------------------- ----------------------
Address Tax ID# of Subscriber
-------------------- ----------------------
Telephone Facsimile
--------------------
Signature
-------------------------------
Name (Typed or Printed) of Individual
Signing on Behalf of Institution
-------------------------------
Position or Title
Name in which securities should be issued: ___________________________________
(Note: Securities will not be issued in a name other than the name of the
Subscriber unless the Issuer receives satisfactory evidence that beneficial
ownership would not change.)
Dated: ______________, 2002
ISSUER USE ONLY:
This Subscription Agreement is agreed to and accepted [ ] IN FULL or to
the extent of __________ shares of Common Stock as of __________, 2002.
SLW ENTERPRISES INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
SLW Enterprises Inc. -- Subscription Agreement
Page 13
CERTIFICATE OF SIGNATORY
(To be completed if the Common Stock is being subscribed for by an entity)
I, ____________________________________, am the ___________________(position)
of ______________________________________________________________(the "Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and to purchase
and hold the Common Stock and certify further that the Subscription Agreement
has been duly and validly executed on behalf of the Entity and constitutes a
legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this _____ day of _________,
2002.
----------------------------------------------
(Signature)
Name (Printed): ______________________________
Title: _______________________________________
SLW Enterprises Inc. -- Subscription Agreement
Page 14
