Name:
SUBSCRIPTION AGREEMENT
FOR
PROSPECTIVE SUBSCRIBERS
OF UNITS
SANGUINE CORPORATION
INSTRUCTIONS:
I. Items to be delivered by all Subscribers:
a. One (1) completed and executed Subscription Agreement.
b. One (1) completed and executed Subscriber Questionnaire.
c. Payment in the amount of subscription, by wire transfer of funds or
check.
All checks should be made payable to "Pershing - Sanguine Special
Account".
Wire Transfer Instructions:
Bank Chase Manhattan Bank
ABA # 021-000021
Beneficiary ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corp
Pershing Division
Account # xxxxxxxxxxxxxxxxx
For Further Credit To: ▇▇▇▇▇▇▇ Global Securities Inc.
Escrow Account For Private Placement
Sanguine Corporation
c/▇ ▇▇▇▇▇▇▇ Global Securities Inc.
Account # xxxxxxxxxxxxxx
ALL DOCUMENTS SHOULD BE RETURNED TO:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Global Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel. ▇▇▇-▇▇▇-▇▇▇▇
SUBSCRIPTION AGREEMENT
The undersigned (the "Subscriber") hereby subscribes to purchase from
Sanguine Corporation, a Nevada corporation, (the "Company"), the number of
units, (the "Units") set forth on the signature page hereof, for a purchase
price of $.50 per Unit (the "Purchase Price"). Each Unit consists of two
shares of Common Stock, par value $.001 per share (the "Shares") and one
Redeemable Common Stock Purchase Warrant (the "Warrants"). The Company is
offering a minimum of 4,000,000 Units and a maximum of 10,000,000 Units (the
"Offering"). ▇▇▇▇▇▇▇ Global Securities, Inc. has agreed to serve as Placement
Agent for the Offering. The terms of the Offering and the Units, as well as
information regarding the Company, are set forth in the offering memorandum
(the "Memorandum") dated May 18, 2000, as amended from time to time, which has
been delivered to the Subscriber, receipt of which is hereby acknowledged.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Memorandum.
Section 1. Sale of Units
Subject to the terms and conditions hereof and on the basis of the
representations and warranties hereinafter set forth, the Company hereby
agrees to issue and sell to the Subscriber and the Subscriber agrees to
purchase from the Company, upon Closing, the Units as described in the
Company's Memorandum at a price per Unit of $.50. The Company or the Placement
Agent may reject any subscription in whole or in part.
Section 2. Escrow
The Subscriber acknowledges and agrees that all subscription amounts
will be placed in a non-interest bearing special account pending receipt by
the Company of the minimum offering amount of 4,000,000 Units ("Minimum
Offering Amount"). Once the Minimum Offering Amount has been subscribed for
and accepted by the Company, an initial closing ("Initial Closing") will be
held as soon as practicable. If the Minimum Offering Amount is not received
prior July 30, 2000 then all funds held in the special account shall be
returned to Subscribers without interest or deduction. Assuming the Minimum
Offering Amount is subscribed for and accepted and a Closing held, thereafter
additional subscription funds will be placed into the special account and
additional closings will be held from time to time up to the sale of an
additional 6,000,000 Units unless increased by agreement of the Company and
the Placement Agent to up to 11,000,000 Units (the "Maximum Offering Amount").
Once the Maximum Offering Amount has been subscribed for and accepted by the
Company, a final closing will be held ("Final Closing").
Section 3. Subscriber's Representations and Warranties.
As an inducement to the Company to accept the subscription, the
Subscriber represents and warrants as follows:
(A) The Subscriber acknowledges and agrees that the offering and sale
of the Units, the Shares, the Warrants and the Company's common stock
underlying the Warrants (the "Warrant Shares") (collectively sometimes
referred to as the "Securities") are intended to be exempt from registration
under the Securities Act of 1933, as amended (the "Act"), by virtue of Section
4(2) of the Act, and Regulation D promulgated thereunder ("Regulation D"). In
accordance therewith and in furtherance thereof, the Subscriber represents and
warrants to and agrees with the Company as follows:
The Subscriber is an Accredited Investor because the Subscriber
qualifies as one of the following:
(a) a bank as defined in Section 3(a)(2) of
the Act;
(b) a savings and loan association or other
institution as defined in Section
3(a)(5)(A) of the Act;
(c) a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act
of 1934 as amended (the "Exchange Act");
(d) an insurance company as defined in Section
2(13) of the Act;
(e) an investment company registered under the
Investment Company Act of 1940, as amended
or a business development company as
defined in Section 2(a)(48) of such act;
(f) a Small Business Investment Company
licensed by the U.S. Small Business
Administration under Section 301(c) or (d)
of the Small Business Investment Act of
1958;
(g) an employee benefit plan within the
meaning of Title I of the Employee
Retirement Income Security Act of 1974, as
amended, if 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 adviser, or if the employee
benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan,
with investment decisions made solely by
persons that are accredited investors;
(h) a private business development company as
defined in Section 202(a)(22) of the
Investment Advisers Act of 1940, as
amended;
(i) an organization described in Section
501(c)(3) of the Internal Revenue Code,
Massachusetts or similar business trust,
or partnership, not formed for the
specific purpose of acquiring the
securities offered, with total assets in
excess of $5,000,000;
(j) a natural person whose individual net
worth or joint net worth with that
person's spouse, at the time of his
purchase exceeds $l,000,000;
(k) a natural person who 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
$300,000 in each of those years and has a
reasonable expectation of reaching the
same income level in the current year;
(l) a trust, with total assets in excess of
$5,000,000, not formed for the specific
purpose of acquiring the securities
offered, whose purchase is directed by a
sophisticated person as described in Rule
506(b)(2)(ii) or the Exchange Act; or
(m) an entity in which all of the equity
owners are accredited investors. (If this
alternative is checked, the Subscriber
must identify each equity owner and
provide statements signed by each
demonstrating how each qualifies as an
accredited investor.)
(B) The Subscriber hereby represents and warrants that the Subscriber
is acquiring the Securities hereunder for its own account for investment and
not with a view to distribution, and with no present intention of distributing
the Securities or selling the Securities for distribution, but subject,
nevertheless, to any requirement of law that the disposition of its property
shall at all times be within its control. The Subscriber understands that the
Securities are being sold to the Subscriber in a transaction which is exempt
from the registration requirements of the Securities Act. The Subscriber's
acquisition of the Securities shall constitute a confirmation of the foregoing
representation and warranty and understanding thereof.
(C) The Subscriber (or its Purchaser Representative (as that term is
defined in Rule 501(h) of Regulation D) if any) has such knowledge and
experience in financial and business matters as is required for evaluating the
merits and risks of making this investment, and the Subscriber or its
Purchaser Representative has received such information requested by the
Subscriber concerning the business, management and financial affairs of the
Company in order to evaluate the merits and risks of making this investment.
Further, the Subscriber acknowledges that the Subscriber has had the
opportunity to ask questions of, and receive answers from, the officers of the
Company concerning the terms and conditions of this investment and to obtain
information relating to the organization, operation and business of the
Company and of the Company's contracts, agreements and obligations. No
representation or warranty is made by the Company to induce the Subscriber to
make this investment, and any representation or warranty not made herein is
specifically disclaimed.
(D) The Subscriber is making the foregoing representations and
warranties with the intent that they may be relied upon by the Company in
determining the suitability of the sale of the Securities to the Subscriber
for purposes of U.S. federal and state securities laws.
(E) The Subscriber further acknowledges that the Subscriber has been
advised that the Securities being purchased by the Subscriber hereunder have
not been registered under the provisions of the Act and that the Company has
represented to the Subscriber (assuming the veracity of the representations of
the Subscriber made herein) that the Securities have been offered and sold by
the Company in reliance upon an exemption from registration provided in
Section 4(2) of the Act and Regulation D thereunder.
(F) In entering into this Agreement and in purchasing the Securities,
the Subscriber further acknowledges that:
(i) The Company has informed the Subscriber that the
Securities have not been offered for sale by means of
general advertising or solicitation.
(ii) The Securities may not be resold by the Subscriber in
the absence of a registration under the Act or exemption
from registration. In particular, the Subscriber is
aware that the Securities will be "restricted
securities", as such term is defined in Rule 144
promulgated under the Securities Act ("Rule
144"), and they may not be sold pursuant to Rule
144, unless the conditions thereof are met.
(iii) The following legend (or similar language) shall be
placed on the certificate(s) evidencing the Securities:
"The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended ("Act"), and may not be
offered or sold except (i) pursuant to an
effective registration statement under the Act
or (ii) upon the delivery by the holder to the
Company of an opinion of counsel, reasonably
satisfactory to counsel to the Company, stating
that an exemption from registration under such
Act is available."
(iv) The Company may at any time place a stop transfer
order on its transfer books against the Securities. Such
stop order will be removed, and further transfer of the
Securities will be permitted upon an effective registration
of the respective Securities, or the receipt by the Company
of an opinion of counsel satisfactory to the Company that
such further transfer may be effected pursuant to an
applicable exemption from registration.
(v) The purchase of the Securities involves risks which the
Subscriber has evaluated, and the Subscriber is able to bear
the economic risk of the purchase of such securities and the
loss of its entire investment.
(G) The Subscriber has completed the accompanying Purchaser
Questionnaire and has delivered it herewith and represents and warrants that
it is accurate and true in all respects and that it accurately and completely
sets forth the financial condition of the Subscriber on the date hereof. The
Subscriber has no reason to expect there will be any material adverse change
in its financial condition and will advise the Company of any such changes
occurring prior to the closing or termination of the Offering.
(H) The Subscriber has received a copy of the Memorandum, has
carefully reviewed it and the exhibits attached thereto and has carefully
evaluated the risks set forth under the "Risk Factors" in the Memorandum of
the Company, and understands and has relied only on the information provided
therein.
(I) The Subscriber has had a reasonable opportunity to ask questions
of and receive answers from a person acting on behalf of the Company
concerning the offering of the Securities and all such questions have been
answered to the full satisfaction of the Subscriber.
(J) The Subscriber is not subscribing for any of the Securities as a
result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio, any seminar or meeting, or any
solicitation of a subscription by a person not previously known to the
Subscriber in connection with investments in securities generally.
(K) The Subscriber has reached the age of majority in the state in
which the Subscriber resides, has adequate means of providing for the
Subscriber's current needs and personal contingencies, is able to bear the
substantial economic risks of an investment in the Securities for an
indefinite period of time, has no need for liquidity in such investment.
(L) The Subscriber's overall commitment to investments that are not
readily marketable is not, and his acquisition of Securities will not cause
such overall commitment to become, disproportionate to his net worth.
(M) The Subscriber understands that the Company shall have the right
to accept or reject this subscription in whole or in part. Unless this
subscription is accepted in whole or in part by the Company prior to the
expiration of the Offering Period, (as such term is defined in the
Memorandum), this subscription shall be deemed rejected in whole.
(N) It never has been represented, guaranteed or warranted by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of the Company, or any other persons, whether
expressly or by implication, that:
(i) the Company or the Subscriber will realize any given
percentage of profits and/or amount or type of consideration,
profit or loss as a result of the Company's activities
or the Subscriber's investment in the Company; or
(ii) the past performance or experience of the management
of the Company, or of any other person, will in any way indicate
the predictable results of the ownership of the Securities or of
the Company's activities.
(O) No oral or written representations have been made other than as
stated in the Memorandum, and no oral or written information furnished to the
Subscriber or the Subscriber's advisor(s) in connection with the Offering were
in any way inconsistent with the information stated in the Memorandum.
(P) (insert name of
Purchaser Representative: if none leave blank) has acted as the Subscriber's
Purchaser Representative for purposes of the private placement exemption under
the Act. If the Subscriber has appointed a Purchaser Representative the
Subscriber has been advised by his Purchaser Representative as to the merits
and risks of an investment in the Company in general and the suitability of an
investment in the Securities for the Subscriber in particular.
Section 4. Indemnification.
The Subscriber agrees to indemnify and hold harmless the Company, the
officers, directors, employees, agents, counsel and affiliates of the Company,
and each other person, if any, who controls the Company, within the meaning
of Section 15 of the Act or Section 20 of the Securities and Exchange Act of
1934, as amended, against any and all losses, liabilities, claims, damages and
all expenses reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever
arising out of or based upon any false representation or warranty or breach or
failure by the Subscriber to comply with any covenant or agreement made by the
Subscriber herein or in any other document furnished by the Subscriber to any
of the foregoing in connection with this transaction.
Section 5. Binding Effect of Subscription.
The Subscriber hereby acknowledges and agrees, subject to any applicable
state securities laws that the subscription and application hereunder are
irrevocable, that the Subscriber is not entitled to cancel, terminate or
revoke this Subscription Agreement and that this Subscription Agreement shall
survive the death or disability of the Subscriber and shall be binding upon
and inure to the benefit of the Subscriber and his heirs, executors,
administrators, successors, legal representatives, and assigns. If the
Subscriber is more than one person, the obligations of the Subscriber
hereunder shall be joint and several, and the agreements, representations,
warranties, and acknowledgments herein contained shall be deemed to be made by
and be binding upon each such person and his heirs, executors, administrators,
successors, legal representatives, and assigns.
Section 6. Representations and Warranties of the Company.
The Company represents and warrants to, and agrees with, each Subscriber
as follows:
(a) The Company is duly organized, validly existing and in good
standing under the laws of its state of incorporation, with all requisite
power and authority to own, lease, license, and use its properties and assets
and to carry out the business in which it is engaged, except where the failure
to have or be any of the foregoing may not necessarily be expected to have a
material adverse effect on the Company's presently conducted businesses. The
Company is duly qualified to transact the business in which it is engaged and
is in good standing as a foreign corporation in every jurisdiction in which
its ownership, leasing, licensing or use of property or assets or the conduct
of its business make such qualification necessary, except where the failure to
be so qualified may not be expected to have a material adverse effect upon the
Company's business.
(b) The Company is authorized to issue 100,000,000 shares of
which all are Common Stock, $.001 par value per share. As of March 31, 2000,
there were 24,559,323 shares of Common Stock issued and outstanding.
(c) The Company has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement, to issue,
sell and deliver the Units. This Agreement has been duly authorized by the
Company, and when executed and delivered by the Company, will constitute the
legal, valid and binding obligation of the Company, enforceable as to the
Company in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance or
transfer, moratorium or other laws or court decisions, now or hereinafter in
effect, relating to or affecting the rights of creditors generally and as may
be limited by general principles of equity and the discretion of the court
having jurisdiction in an enforcement action (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(d) No consent, authorization, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority or any court or any other
tribunal is required by the Company for the execution, delivery or performance
by the Company of this Agreement or the execution, issuance, sale or delivery
of the Units.
(e) No consent of any party to any material contract, agreement,
instrument, lease, license, arrangement or understanding to which the Company
is a party or to which any of its properties or assets are subject is required
for the execution, delivery or performance by the Company of this Agreement,
or the execution, issuance, sale or delivery of the Units.
(f) The execution, delivery and performance of this Agreement
will not violate, result in a breach of, conflict with (with or without the
giving of notice or the passage of time or both) or entitle any party to
terminate or call a default under any material contract, agreement,
instrument, lease, license, arrangement or understanding or violate or result
in a breach of any term of the certificate of incorporation or by-laws of, or
conflict with any law, rule, regulation, order, judgment or decree binding
upon, the Company or to which any of its operations, businesses, properties or
assets are subject which individually or in the aggregate do not have a
material adverse effect upon the operations, business, properties or assets of
the Company.
(g) The Shares and Warrants, upon delivery to the Subscriber,
will be validly issued, fully paid and nonassessable and will not be issued
in violation of any preemptive or other rights of stockholders known to the
Company.
Section 7. Registration Rights.
7.1. Registration. The Company hereby agrees to register for
resale under the Act, the Warrants, Shares and Warrant Shares in a
Registration Statement to be filed by the Company 30 days after the Final
Closing of the Offering, and to cause the Registration Statement to become
effective within 150 days after the Final Closing of the Offering. In the
event that the Company fails either to (i) cause the Registration Statement to
be filed under the Act 30 days after the Final Closing, or (ii) cause the
Registration to become effective 150 days after the final closing, then the
exercise price of the Warrants shall be reduced at the rate of $.05 for every
30 day delay, or part thereof, in the effectiveness of the Registration
Statement, but in no event shall the exercise price be less than $.001 per
share. The Company shall keep the Registration Statement current and
effective until 180 days after the termination of the exercise period of the
Warrants. The rights contained herein are for the benefit of, and may be
enforced by, the Subscribers and te Holders of the Shares, Warrants and
Warrant Shares.
7.2. Covenants of the Company With Respect to Registration. In
connection with any registration under Section 7.2 hereof, the Company
covenants and agrees as follows:
(a) The Company shall use its reasonable best efforts to have any
registration statements filed with the SEC including the Shares declared
effective at the earliest possible time, and shall furnish each holder of such
Shares (the "Holder") desiring to sell Shares such number of prospectuses as
shall reasonably be requested. The Company shall keep effective any
registration or qualification contemplated by this Section 7 and shall from
time to time amend or supplement each applicable registration statement,
preliminary prospectus, final prospectus, application, document and
communication for such period of time as set forth in Section 7.1 herein.
(b) The Company shall pay all costs (excluding fees and expenses
of Holder(s) counsel, accounting and any underwriting or selling commissions),
fees and expenses in connection with all registration statements filed
pursuant to Section 7.2 hereof including, without limitation, the Company's
legal and accounting fees, printing expenses, blue sky fees and expenses;
provided that the Company shall not be responsible for transfer taxes, fees
and disbursement of accountants and counsel for Holders, and other related
selling expenses incurred by Holders.
(c) The Company will use reasonable efforts to qualify the Shares
included in a registration statement for offering and sale under the
securities or blue sky laws of such states as reasonably are requested by the
Holder(s), provided that the Company shall not be obligated to execute or file
any general consent to service of process or to qualify as a foreign
corporation to do business under the laws of any such jurisdiction or to
subject itself to taxation in any such jurisdiction.
(d) (i) Subject to the conditions set forth below, the Company
agrees to indemnify and hold harmless the Holder, any holder of any of the
Shares, their officers, directors, partners, employees, agents and counsel,
and each person, if any, who controls any such person within the meaning of
Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), from and against any and all loss, liability,
charge, claim, damage and expense whatsoever (which shall include, for all
purposes of this paragraph (d), but not be limited to, reasonable attorneys'
fees and any and all expense whatsoever reasonably incurred, and any and all
amounts paid in settlement of any claim or litigation), as and when incurred,
arising out of, based upon, or in connection with (A) any untrue statement or
alleged untrue statement of a material fact contained (Y) in any registration
statement, final prospectus, or any amendment or supplement thereto, or (Z) in
any application or other document or communication (in this paragraph 7(d)
collectively called an "application") executed by or on behalf of the Company
filed in any jurisdiction in order to register or qualify any of the Shares
under the securities or blue sky laws thereof; or any omission or alleged
omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, unless such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company with respect to the Holder or any holder of any of
the Shares by or on behalf of such Holder or such other holder expressly for
inclusion in any such registration or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be, or (B) any
breach of any representation, warranty, covenant or agreement of the Company
contained in this Warrant.
(ii) The Holder and any other Holder of Shares agrees to
indemnify and hold harmless the Company, its officers, directors, employees,
agents or counsel and each other person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, to the same extent as the foregoing indemnity from the Company to the
Holder and such other Holder in paragraph 7.2(d)(i), but only with respect to
statements or omissions, if any, made in any registration statement,
preliminary prospectus, or final prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto, or in any application,
in reliance upon and in conformity with written information furnished to the
Company with respect to the Holder or such other Holder or their plan of
distribution, by or on behalf of the Holder or such other Holder expressly for
inclusion in any such registration statement, preliminary prospectus, or final
prospectus, or any amendment or supplement thereto, or in any application, as
the case may be. If any action shall be brought against the Company or any
other person so indemnified based on any such registration statement,
preliminary prospectus, or final prospectus, or any amendment or supplement
thereto, or in any application, and in respect of which indemnity may be
sought against the Holder pursuant to this paragraph 7.2(d)(ii), the Holder
and such other Holder shall have the rights and duties given to the Company,
and the Company and each other person so indemnified shall have the rights and
duties given to the indemnified parties, by the provisions of paragraph
7.2(d)(i).
(iii) Promptly after receipt by any person in respect of
which indemnity may be sought pursuant to this Section 7.2 (an "Indemnified
Party") of notice of any claim or the commencement of any action, the
Indemnified Party shall, if a claim in respect thereof is to be made against
the person against whom such indemnity may be sought (an "Indemnifying Party")
notify the Indemnifying Party in writing of the claim or the commencement of
such action; provided that the failure to notify the Indemnifying Party shall
not relieve it from any liability which it may have to an Indemnified Party
otherwise than under this Section 7.2(d) except to the extent of any actual
prejudice resulting therefore. If any such claim or action shall be brought
against an Indemnified Party and it shall notify the Indemnifying Party
thereof, the Indemnifying Party shall be entitled to participate therein, and,
to the extent that it wishes, jointly with any other similarly notified
Indemnifying Party, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnified Party. After notice from the Indemnifying
Party to the Indemnified Party of its election to assume the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of
investigation; provided that the Indemnified Party shall have the right to
employ separate counsel to represent the Indemnified Party in connection with
any claim in respect of which indemnity may be sought by the Indemnified Party
against the Indemnifying Party, but the fees and expenses of such counsel
shall be for the account of such Indemnified Party unless (A) the Indemnifying
Party and the Indemnified Party shall have mutually agreed in writing to the
retention of such counsel or (B) the Indemnifying Party shall not have assumed
the defense thereof with counsel reasonably satisfactory to the Indemnified
Party or (C) in the opinion of counsel to such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due
to actual or potential conflicts of interest between them, it being understood
however, that the Indemnifying Party shall not, in connection with any one
such claim or action or separate but substantially similar or related claims
or actions in the same jurisdiction arising out of the same allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with local counsel) at any time for all
Indemnified Parties. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any claim or
pending or threatened proceeding in respect of which the Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party and such settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such claim or
proceeding. Whether or not the defense of any claim or action is assumed by
the Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent, which consent will not
be unreasonably withheld.
(e) Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.
(f) The Company as soon as practicable, but in any event not later
than 45 days after the end of the 12-month period beginning on the day after
the end of the fiscal quarter of the Company during which the effective date
of the registration statement occurs (90 days in the event that the end of
such fiscal quarter is the end of the Company's fiscal year), shall make
generally available to its security holders, in the manner specified in Rule
158(b) of the Rules and Regulations, and to the Holder, an earnings statement
which will be in the detail required by, and will otherwise comply with, the
provisions of Section 11(a) of the Act and Rule 158(a) of the Rules and
Regulations, which statement need not be audited unless required by the Act,
covering a period of at least 12 consecutive months after the effective date
of the Registration Statement.
(g) In connection with the registration of the Shares, the
Holders shall have the following obligations:
(i) It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this
Agreement with respect to the Shares of a particular Holder that
such Holder shall furnish to the Company such information in
writing regarding itself, the Shares held by it, and the intended
method of disposition of the Shares held by it, as shall be
reasonably required to effect the registration of such Shares,
including without limitation a statement as to the number of
Shares proposed to be sold and the intended method(s) of
distribution and a statement of the firm intent of such Holder to
offer Shares for sale. In addition, each Holder shall execute such
other documents in connection with such registration as the
Company may reasonably request. At least five (5) days prior to
the first anticipated filing date of the Registration Statement,
the Company shall notify each Holder of the information the
Company requires from each such Holder (the "Requested
Information") if such Holder elects to have any of such ▇▇▇▇▇▇'s
Shares included in the Registration Statement. If at least two (2)
business days prior to the filing date the Company has not
received the Requested Information from a Holder (a "Non-
Responsive Holder"), then the Company may file the Registration
Statement without including Shares of such Non-Responsive Holder;
(ii) Each Holder, by such ▇▇▇▇▇▇'s acceptance of the
Shares, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and
filing of the Registration Statement hereunder, unless such ▇▇▇▇▇▇
has notified the Company in writing of such ▇▇▇▇▇▇'s election to
exclude all of such ▇▇▇▇▇▇'s Shares from the Registration
Statement; and
(iii) Each Holder agrees that, upon receipt of any notice
from the Company of (A) the happening of any event as a result of
which the prospectus included in the registration statement, as
then in effect, includes an untrue statement of a material fact or
omits to state a 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; or (B)
the issuance by the SEC of any stop order or other suspension of
the effectiveness of the registration statement, such Holder will
immediately discontinue disposition of Shares pursuant to the
Registration Statement covering such Shares until such Holder's
receipt of the copies of a supplemented or amended Prospectus in
the case of all event described in clause (A) above, or a notice
of the removal of any suspension in the case of an event described
in clause (B) above. If so directed by the Company, such ▇▇▇▇▇▇
shall deliver to the Company or destroy (and deliver to the
Company a certificate of destruction) all copies in such ▇▇▇▇▇▇'s
possession of the prospectus covering such Shares at the time of
receipt of such notice.
Section 8. Miscellaneous.
A. No Waiver. Neither this Subscription Agreement nor any provisions
hereof shall be waived, modified, discharged, or terminated except by an
instrument in writing signed by the party against whom any such waiver,
modification, discharge, or termination is sought.
B. Notices. Any notice, demand or other communication which any
party hereto may be required, or may elect, to give to anyone interested
hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a
United States mail box, stamped, registered or certified mail, return receipt
requested, addressed to such address as may be listed on the books of the
Company or (b) delivered personally at such address.
C. Execution. This Subscription Agreement may be executed through
the use of separate signature pages or in any number of counterparts, and each
of such counterparts shall, or all purposes, constitute one agreement binding
on all parties, notwithstanding that all parties are not signatories to the
same counterpart.
D. Entire Agreement. This Subscription Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and there
are no representations, covenants or other agreements except as stated or
referred to herein, and any representations or warranties not contained herein
are disclaimed.
E. Severability. Each provision of this Subscription Agreement is
intended to be severable from every other provisions, and the invalidity or
illegality of any portion hereof, shall not affect the validity or legality of
the remainder hereof.
F. Non-Assignability. This Subscription Agreement is not
transferable or assignable by the Subscriber except as may be provided herein.
G. Law Governing. This Subscription Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada.
(i) The Company irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States federal court sitting in
the Borough of Manhattan, New York City, New York, U.S.A., and any appellate
court from any thereof (the "Specified Courts"), over any suit, action or
proceeding brought by the Placement Agent or any selling group member or by
any person who controls the Placement Agent or any selling group member, or
any Subscriber or Holder of a Unit, Share or Unit Warrant, against it arising
out of or based upon this Subscription or the Offering (a "Related
Proceeding"). The Company waives any objection to Related Proceedings in such
courts whether on the grounds of venue, residence or domicile or on the
ground that the Related Proceedings have been brought to an inconvenient
forum. Notwithstanding the foregoing, any action based on this Agreement may
be instituted by the Placement Agent or any selling group member, any
Subscriber or Holder of a Unit, Share or Unit Warrant or by any person who
controls the Placement Agent or any selling group member, any Subscriber or
Holder of a Unit, Share or Unit Warrant in any competent court in New York.
(H) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company, the Subscribers, and the Placement Agent
and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
SANGUINE CORPORATION
By_________________________________
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
Please countersign and return one copy of this Subscription Agreement,
together with the completed Investor Questionnaire to the Company. A
countersigned copy of this Subscription Agreement will be returned to the
Subscriber, together with the Units. For the purpose of having the
certificates prepared, please indicate the exact manner in which the Share and
Warrant Certificates are to be made out in the space provided for below.
Subscription Amount:
($.50 Per Unit) $
($250,000 minimum)
FOR INDIVIDUALS:
(Print Name)
Dated: _____________, 2000 ___________________________
(Signature)
(Print Name)
Dated: _________, 2000 ____________________________
(Signature)
FOR CORPORATIONS:
Name of Company
By:
Name:
Dated: ___________, 2000 Title:
Please countersign and return one copy of this Subscription Agreement,
together with the completed Investor Questionnaire to the Company. A
countersigned copy of this Subscription Agreement will be returned to the
Subscriber, together with the Share and Warrant certificates. For the purpose
of having the certificates prepared, please indicate the exact manner in which
the certificate is to be made out in the space provided for below.
Subscription Amount: $__________________________
($.50 Per Unit)
($250,000 minimum)
FOR PARTNERSHIPS:
Name of Partnership
Name of Authorized Partner
Dated: ______________, 2000 ______________________________
Signature of Authorized Partner
FOR TRUSTS:
Name of Trust
Name of Authorized Trustee
Dated: __________, 2000 ______________________________
Signature of Authorized
Trustee
Please countersign and return one copy of this Subscription Agreement,
together with the completed Investor Questionnaire to the Company. A
countersigned copy of this Subscription Agreement will be returned to the
Subscriber, together with the Share and Warrant certificates. For the purpose
of having the certificates prepared, please indicate the exact manner in which
the certificate is to be made out in the space provided for below.
Subscription Amount: $
($.50 Per Unit)
($250,000 minimum)
FOR QUALIFIED PENSION PLANS:
Name of Qualified Pension Plan
and
Name of Authorized Plan Fiduciary
Dated:______________, 2000 _________________________________
Signature of Authorized Plan Fiduciary
or
Name of Authorized Plan Beneficiary
or
Dated: ___________, 2000 __________________________________
Signature of Authorized Plan Beneficiary