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EXHIBIT 10i
Name of Offeree: Agreement No:
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SUBSCRIPTION AGREEMENT
Triple I Corporation, a Delaware corporation (the "Corporation"), is
offering for sale to institutions and individuals who are "Accredited Investors"
as defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended, a minimum of 500,000 shares ("Minimum Offering") and a maximum of
2,000,000 shares ("Maximum Offering") of its Common Stock, $.01 par value per
share (the "Shares"), at a purchase price of $1.00 per share (the "Offering").
Upon receipt of subscriptions to purchase the Minimum Offering the
Corporation, will merge (the "Merger") with Orbis, Inc., a publicly held Rhode
Island corporation ("Orbis"). The Corporation was incorporated in October 1992
as a successor corporation to a designer, manufacturer and marketer of automated
optical vision and industrial imaging systems for inspection and identification
of defects in printed circuit boards. Orbis is the continuation of two Rhode
Island corporations, Information Systems, Inc., incorporated in 1971, and
Dataman, Inc., incorporated in 1973. In March 1987, Orbis completed a public
offering of 1,000,000 shares of its Common Stock, $.01 par value per share, at
an offering of $2.50 per share. Orbis has been a shell corporation and has not
had material revenue from any operations since 1992.
The Merger will take place immediately prior to the initial closing of
the Offering. As part of the Merger, all of the Corporation's securities will be
exchanged for similar securities of Orbis, on a one-for-one basis. UPON
COMPLETION OF THE MERGER, ORBIS HAS AGREED WITH THE CORPORATION TO CHANGE ITS
NAME TO INDUSTRIAL IMAGING CORPORATION, WHICH SHALL CONTINUE TO OPERATE AND
CONDUCT THE BUSINESS OF THE CORPORATION. ACCORDINGLY, SUBSCRIBERS IN THIS
OFFERING WILL RECEIVE STOCK CERTIFICATES REPRESENTING SHARES OF COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF INDUSTRIAL IMAGING CORPORATION.
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FOR ACCREDITED INVESTORS ONLY
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SUBSCRIPTION AGREEMENT
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Private Placement of a minimum of 500,000 Shares and a
maximum of 2,000,000 Shares of Common Stock,
$.01 value per share, of Triple I Corporation
(a) Number of Shares subscribed for
(b) Total Subscription Price
(multiply (a) by $1.00 per Share)
THE UNDERSIGNED ("Subscriber") hereby subscribes for the number of
Shares of Common Stock, $.01 par value per share (the "Shares"), offered by
Triple I Corporation (the "Corporation"), a Delaware corporation, set forth in
(a) above. The Subscriber hereby agrees to pay the amount set forth in (b) above
upon execution of this Agreement, subject to and in accordance with the
following terms and conditions.
THE SUBSCRIBER UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES OF THE
CORPORATION IS HIGHLY SPECULATIVE, AND SHOULD CAREFULLY CONSIDER THE IMPACT OF
THE RISK FACTORS AND DILUTION IDENTIFIED IN THE CORPORATION'S CONFIDENTIAL
PRIVATE OFFERING MEMORANDUM, DATED NOVEMBER 7, 1995 (THE "MEMORANDUM").
SECTION 1. SUBSCRIPTION FOR SHARES
1.1 Subscriber hereby deposits with the Union Bank & Trust, Denver,
Colorado, the amount set forth in (b) above via wire transfer or certified or
bank check payable to "▇▇▇▇▇▇▇▇▇ Securities, Inc., in favor of Triple I
Corporation." Should this Subscription Agreement not be accepted by the Company
or the terms and conditions of this Offering not be satisfied, the funds
deposited herewith shall be returned to Subscriber without interest accrued
thereon, net of bank fees.
1.2 Upon receipt and acceptance by the Corporation of subscriptions for
a minimum of 500,000 Shares or $500,000 (the "Minimum Offering") under this
Agreement, there shall be an initial closing (the "Initial Closing") of the
purchase of the Shares. Immediately prior to the Initial Closing, the
Corporation will merge with Orbis, Inc., a publicly-held Rhode Island
corporation ("Orbis"). As part of the merger by and between the Corporation and
Orbis, Orbis will change its
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name to Industrial Imaging Corporation, which shall continue to operate the
business of the Corporation as described in the Memorandum. In the merger, all
of the Corporation's securities will be exchanged for similar securities of
Industrial Imaging Corporation, on a one-for-one basis.
The Subscriber acknowledges that the Shares of Common Stock purchased
hereunder shall be shares of Common Stock, $.01 par value per share, of
Industrial Imaging Corporation. Accordingly, the Subscriber shall receive within
five (5) days after the relevant closing a stock certificate representing the
Shares of Common Stock of Industrial Imaging Corporation. Such shares shall be
registered in the Subscriber's name as set forth in the applicable purchaser
questionnaire completed and executed by the Subscriber in connection herewith.
Thereafter, one or more additional closings may take place (collectively, the
"Closings") until all Shares are subscribed for or until the Offering
terminates, in accordance with the terms as set forth in the Memorandum. The
Shares issued hereunder, when delivered to the Subscriber in accordance with the
terms hereof, shall be duly authorized by appropriate corporate action and shall
constitute validly issued and outstanding securities of the Corporation.
1.3 Subscriber hereby understands and agrees that the Corporation
reserves the right to reject this subscription for the Shares, as a whole or in
part, and at any time, notwithstanding prior receipt by Subscriber of notice of
acceptance by the Corporation of the Subscription, if in the Corporation's
judgment it deems such action to be in the best interest of the Corporation. In
the event of rejection of this Subscription, or a portion thereof, or if the
Minimum Offering is not completed, said payment will promptly be returned to
Subscriber, in accordance with Section 1.1 of this Agreement, and this
Subscription Agreement shall have no force or effect. If this subscription is
accepted, then upon closing the funds specified above shall be deposited in the
general account of the Corporation and the Shares will be delivered to
Subscriber in accordance with Section 1.2.
1.4 Subscriber agrees that he will not transfer or assign this
Subscription Agreement or any of Subscriber's interest herein. Subscriber may
not cancel, terminate or revoke this Subscription Agreement, and this
Subscription Agreement will be binding upon Subscriber's successors and assigns.
1.5 The Subscriber undertakes to execute and deliver to the Corporation
within five (5) days after receipt of the Corporation's request therefor, such
further designations, powers of attorney, proxies, consents, and other
instruments as the Corporation deems necessary or appropriate to carry out the
provisions of this Agreement, and the merger by and between the Corporation and
Orbis.
1.6 The Subscriber acknowledges that the Shares are being sold to him
pursuant to exemptions from the registration provisions of the Securities Act of
1933, as amended (the "Act") and the securities laws of the state of his legal
residence, in reliance upon the representations made by the Subscriber herein.
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SECTION 2. REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGEMENTS OF SUBSCRIBERS
The Subscriber acknowledges that the Corporation is offering the Shares
in reliance upon the representations, warranties, and other information
presented by the Subscriber herein. The Subscriber undertakes to notify the
Corporation immediately of any changes in any of the representations,
warranties, and other information contained herein. In order to induce the
Corporation to accept the subscription made hereby, the Subscriber hereby
represents, warrants and acknowledges to the Corporation as follows:
2.1 Sophistication. The Subscriber represents that he (i) is an
"Accredited Investor" as defined in Rule 501 of Regulation D under the Act and
shall confirm such by completing the applicable Questionnaire attached hereto
and made a part hereto, (ii) has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of
acquisition of the Shares and of making an informed investment decision with
respect thereto, and (iii) has the net worth required of investors in the
offering and his financial condition is such that he is able to bear and
understands all risks and risk factors of holding the Shares for an indefinite
period of time and losing his entire investment, each of which is more fully
described in the "Investor Suitability Requirements" and "Risk Factors" sections
of the Memorandum.
2.2 Access to Information. The Subscriber acknowledges that he, his
legal counsel, investment advisor or other representatives, if any, have been
given access through meetings with representatives of the Corporation to current
and other information about the Corporation as well as an opportunity to ask
questions of the Corporation's officers and directors about the information to
which he and his representatives have been given access. The Subscriber or his
legal counsel or investment advisor has been given a full opportunity to ask
questions of, and to receive answers from, the Company and its officers and
directors concerning the terms and conditions of the offering and the business
of the Corporation and to obtain additional information necessary to verify the
accuracy of the information concerning the Corporation, or such other
information as desired in order to evaluate an investment in the Shares, and all
such questions have been answered to the full satisfaction of the undersigned.
2.3 Risk Factors. The Subscriber recognizes that the purchase of Shares
hereunder involves a high degree of risk in that (i) the market for the sale of
these Shares is limited and, as such, the Subscriber may not be able to
liquidate his investment; (ii) transferability of these Shares, if at all
possible, is extremely limited; and (iii) in the event of a disposition of these
Shares, Subscriber could sustain the loss of his entire investment. In addition,
the Subscriber recognizes additional risks, including but not limited to, those
set forth in the Memorandum.
2.4 Investment Representation. The Subscriber represents that he is
acquiring the Shares hereunder for his own account and not with a view to
reselling or otherwise distributing such Shares in violation of any federal
securities laws and understands and agrees that the Shares to be issued
hereunder are restricted on transfer and must be held unless they are registered
under the Act or an
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exemption from registration is available, and the Corporation has received an
opinion of counsel, in form and substance satisfactory to it, to such effect. No
assurance can be given that the Corporation will be able to make available to
the public at any time in the future information necessary to enable security
holders to make routine sales of Shares pursuant to Rule 144 under the Act.
2.5 Restrictions on Transfer. Each Subscriber agrees that the Shares
purchased hereunder may only be transferred if registered under the Act or
pursuant to an exemption from such registration requirements. The Subscriber
understands that compliance with an applicable exemption under the Act may be
required for a sale or other disposition of shares that are not registered under
the Act. The Subscriber agrees that the following legend may be placed on any
certificates evidencing the Shares purchased herein:
"The securities represented by the certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
offered for sale, assigned, transferred or otherwise disposed of unless
registered pursuant to the provisions of that Act or an opinion of
counsel to the Company is obtained stating that such disposition is in
compliance with an available exemption from such registration."
Each Subscriber understands that, so long as the legend may remain on
the certificates representing the Shares sold hereby, the Corporation may
maintain appropriate "stop transfer" orders with respect to such shares on its
books and records and with those to whom it may delegate registrar and transfer
functions. Subject to the approval of counsel for the Corporation, which
approval shall not be unreasonably withheld, each Subscriber shall be entitled
to replacement certificates without the legend provided in this paragraph hereof
upon receipt by the Corporation of a favorable opinion from counsel reasonably
satisfactory in form and substance to the Corporation that the removal of such
legend is not in violation of either the Act and the rules and regulations
thereunder or applicable provisions of state securities laws.
2.6 Authority. The Subscriber represents that he has full legal power
and authority to enter into this Subscription Agreement and to purchase the
Shares.
2.7 Valuation of the Shares. The Subscriber understands that the
valuation placed upon the Shares has been determined by negotiations between the
Corporation and the Placement Agent, and does not necessarily bear any
relationship to traditionally accepted criteria of value such as the Company's
asset value, earnings or book value. The Subscriber represents that he has
independently evaluated the fairness of the offering price for the Shares.
2.8 Decision to Invest. In making his decision to purchase the Shares
herein subscribed for, the Subscriber has relied solely upon the information
about the Corporation provided to the Subscriber and upon independent
investigations made by him, or his legal counsel or investment advisor. He is
not relying on any representations or warranties from the Corporation or any of
its
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officers, directors, affiliates, employees or agents other than the information
provided by the Corporation to him in this offering. The Subscriber has
consulted with his own legal counsel, accountant, and investment representative
as to tax and related matters concerning the Corporation and investments
therein; no representations or warranties of any kind are intended or should be
inferred concerning any economic returns or tax related effects which may result
from an investment in the Corporation. No assurances are given that existing tax
laws will not be changed or interpreted adversely to the Subscriber. In
addition, he is not subscribing pursuant hereto for any Shares as a result of or
subsequent to (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or (ii) any seminar or meeting whose attendees, including
the undersigned, had been invited as a result of, subsequent to, or pursuant to,
any of the foregoing.
2.9 Unregistered Securities. The Subscriber understands that the Shares
have not been registered under the Act in reliance upon specific exemptions from
registration thereunder, and understands that it is not anticipated that there
will be any market for resale of the Shares and that it may not be possible for
the undersigned to liquidate an investment in the Shares on an emergency basis.
2.10 No State Review. The Subscriber acknowledges that the Shares are
being sold pursuant to exemptions from the registration requirements of the
state indicated as the Subscriber's state of residence, that no securities
commission or regulatory authority has approved, passed upon, or endorsed the
merits of this Offering, nor is it intended that any such agency will do so.
Any representation to the contrary is unlawful.
2.11 State Residence Status. The Subscriber represents that he is a
resident and domiciliary (not a temporary or transient resident) of the state,
county, and country set forth in the attached Questionnaire, and has no present
intention to become a resident of any other jurisdiction, and all
communications, written or oral, concerning the Shares have been directed to the
Subscriber in, and received by the Subscriber in, such state jurisdiction.
2.12 No Representation Regarding the Corporation's Results of
Operations. There has never been represented, guaranteed, or warranted to the
Subscriber by any broker, the Corporation, its officers, directors or agents, or
employees or any other person, expressly or by implication (i) the percentage of
profits and/or amount of or type of consideration, profit or loss to be
realized, if any, as a result of the Corporation's operations; and (ii) that the
past performance or experience on the part of the management of the Corporation,
or of any other person, will in any way result in profitable operations of the
Corporation.
2.13 Subscription. The Subscriber understands that the Company reserves
the unrestricted right to reject or limit any subscription and to close the
offer at any time.
2.14 Subscriber's Understanding. The Subscriber has read and
understands the written material supplied by the Corporation, including the
Memorandum, and understands the meaning and
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legal consequences of the Agreement and the representations and warranties made
herein. This Agreement contains the complete understanding between Subscriber
and the Corporation and no representative of the Corporation or any other person
has any power or authority to change or alter the terms hereof. This Agreement
is subject to acceptance by the Corporation, which may accept or reject
subscriptions in whole or in part, in its sole discretion, and is not assignable
without the written consent of the Corporation.
2.15 Subscriber's Consent to Merger. The Subscriber acknowledges that
upon receipt of subscriptions to purchase the Minimum Offering the Corporation
will merge with Orbis, Inc., a publicly-held Rhode Island corporation ("Orbis").
The merger will take place immediately prior to the Initial Closing. As part of
the Merger, all of the Corporation's securities will be exchanged for similar
securities of Orbis, on a one-for-one basis. UPON COMPLETION OF THE MERGER,
ORBIS HAS AGREED WITH THE CORPORATION TO CHANGE ITS NAME TO INDUSTRIAL IMAGING
CORPORATION, WHICH SHALL CONTINUE TO OPERATE AND CONDUCT THE BUSINESS OF THE
CORPORATION. ACCORDINGLY, SUBSCRIBERS IN THIS OFFERING WILL RECEIVE STOCK
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF
INDUSTRIAL IMAGING CORPORATION. The exchange of securities and the Merger are
more fully described in the Memorandum, and the Subscriber hereby acknowledges,
consents, and agrees to such transactions.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation hereby represents and warrants to the Subscribers that
as of the date hereof, except as otherwise set forth herein:
3.1 Organization and Corporate Power. The Corporation is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, and is qualified to do business as a foreign corporation in
each jurisdiction in which such qualification is required, except where failure
so to qualify would not have a material adverse effect on the Corporation. The
Corporation has all required corporate power and authority to own its property,
to carry on its business as presently conducted or contemplated, to enter into
and perform this Agreement and generally to carry out the transactions
contemplated hereby. The Corporation is not in violation of any term of its
Articles of Organization or its Bylaws, or any material instrument, agreement,
judgment, decree, order, statute, rule or regulation of any federal, state or
local government or agency applicable to the Corporation.
3.2 Authorization. This Agreement, and all documents and instruments
executed pursuant hereto, are legal, valid and binding obligations of the
Corporation, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws applicable to
creditors' rights and remedies and to the exercise of judicial discretion in
accordance with general principles of equity. The execution, delivery and
performance of this Agreement and the issuance of the shares of Common Stock
have been duly authorized by all necessary corporate or other action of the
Corporation.
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SECTION 4. REPRESENTATIONS AND WARRANTIES OF ORBIS, INC., TO BE
KNOWN IN THE FUTURE AS INDUSTRIAL IMAGING CORPORATION
Orbis, Inc. ("Orbis") hereby represents and warrants to the Subscribers
that as of the date hereof, except as otherwise set forth herein:
4.1 Organization and Corporate Power. Orbis is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Rhode Island, and is qualified to do business as a foreign corporation in each
jurisdiction in which such qualification is required, except where failure so to
qualify would not have a material adverse effect on Orbis. Orbis has all
required corporate power and authority to own its property, to carry on its
business as presently conducted or contemplated, to enter into and perform this
Agreement and generally to carry out the transactions contemplated hereby. Orbis
is not in violation of any term of its Articles of Organization or its Bylaws,
or any material instrument, agreement, judgment, decree, order, statute, rule or
regulation of any federal, state or local government or agency applicable to
Orbis.
4.2 Authorization. This Agreement, and all documents and instruments
executed pursuant hereto, are legal, valid and binding obligations of Orbis,
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws applicable to creditors'
rights and remedies and to the exercise of judicial discretion in accordance
with general principles of equity. The execution, delivery and performance of
this Agreement and the issuance of the shares of Common Stock have been duly
authorized by all necessary corporate or other action of Orbis.
4.3 SEC Reports and Financial Statements. Each of Orbis and its
Subsidiaries has filed all required forms, reports and documents with the SEC
since January 1, 1992 (collectively, the "SEC Reports"), each of which has
complied as to form in all material respects with all applicable requirements of
the Securities Act and the Exchange Act. None of the SEC Reports, including,
without limitation, any financial statements or schedules included therein,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The audited consolidated financial statements and unaudited
consolidated interim financial statements of Orbis included in its Annual
Reports on Form 10-K for each of the two fiscal years ended March 31, 1993 and
1994 and its Quarterly Report on Form 10-Q for its fiscal quarters ended June
30, and September 30, 1995 fairly present, in conformity with generally accepted
accounting principles applied on a consistent basis (except as may be indicated
in the notes thereto), the consolidated financial position of Orbis and its
Subsidiaries as of the dates thereof and their consolidated results of
operations and changes in financial position for the periods then ended (subject
to normal year-end adjustments and the addition of footnotes in the case of any
unaudited financial statements).
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SECTION 5. REGISTRATION RIGHTS
5.1 Demand Registration Rights.
(a) The then holder(s) (the "Holders") of at least a majority
of the shares sold in this Offering may request in writing one time, at any time
from and after twelve (12) months after the final Closing Date of the Offering
but not later than three (3) years from such date, that the Corporation effect
the registration of the shares. Upon receipt of any such request, the
Corporation shall, as expeditiously as practicable, use its best efforts to file
the registration statement. Upon receipt of any such demand, the Corporation
shall promptly notify all of the Holders that such registration statement will
be filed and that the shares then held by the Holders (the "Registrable Shares")
are eligible to be included in such registration statement at the Holder's
request, which request must be made in writing within twenty (20) days of such
notice. The Corporation will then, as expeditiously as practicable, use its best
efforts to file a registration statement.
(b) The Corporation shall not be required to cause a
registration statement pursuant to this Section 4.1 to become effective prior to
ninety (90) days following the effective date of any other registration
statement filed by the Corporation.
(c) In the case of any registration statement effected
pursuant to this paragraph, the Corporation shall bear all additional
registration and qualification fees and expenses (excluding underwriters'
discounts and commissions). The Holders shall bear the expenses of underwriter's
discounts and commissions pro-rata on the basis of the amount of Registrable
Shares so registered. In addition, each selling Holder shall bear the fees and
costs of any separate counsel it may select.
5.2 Piggyback Registration Rights.
(a) On one occasion, if any, following the Closing that the
Corporation contemplates a public offering (other than an offering on Form S-4
or S-8 or similar form) of shares of its Common Stock to be registered under the
Securities Act, the Corporation shall so notify the Holders in writing of its
intention to do so at least 30 days prior to the filing of a registration
statement in respect of such offering. The Holders must give written notice to
the Corporation, within 10 days of receipt of such notice from the Corporation,
of their desire to have any of the Registrable Shares included in such
registration statement, and may, subject to the provisions of this Section, have
said Registrable Shares included in such registration statement.
Notwithstanding the foregoing, if the managing
underwriter of any such offering, in its sole discretion, determines that the
number of Registrable Shares proposed to be included in the registration
statement and sold by the Holders would materially and adversely affect the
successful marketing of the securities proposed to be registered and sold for
the account of the Corporation, then the number of Registrable Shares to be
offered for the account of the Holders shall be reduced (or, if necessary,
excluded) to the extent necessary to reduce the total amount of the securities
to be included in the offering to the amount recommended by the managing
underwriter. The Corporation shall have the right to designate the managing
underwriter in respect of a public offering pursuant to this paragraph.
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The Corporation shall bear all expenses in connection with the
registration of any such Registrable Shares, but the Corporation shall have no
obligation to pay or otherwise bear any portion of the fees or disbursements of
any special counsel which any Holder may retain in connection with the
registration of the Registrable Shares, or any portion of the underwriter's
commission, discounts and expenses attributable to the Registrable Shares being
offered and sold by the holder or any taxes payable upon sale of the Registrable
Shares.
(b) If at the time of any request to register the Registrable
Shares pursuant to this Section 5.2(b), the Corporation is engaged or has fixed
demonstrable plans to engage within 90 days of the time of the request in an
underwritten public offering (other than on a Form S-4 or S-8) as to which any
Holder may include such Holder's Registrable Shares pursuant to a Section 4 or
is engaged in any other activity which, in the good faith determination of the
Corporation's Board of Directors, would be adversely affected by the requested
registration to the material detriment of the Corporation, then the Corporation
may, at its option, direct that if it effectuates the requested registration,
the Holder shall agree not to publicly sell such registered Registrable Shares
for such period of time as requested by the underwriter managing the public
offering or by the Corporation's Board of Directors, but in any event not to
exceed 90 days from the effectiveness of any such registration statement.
SECTION 6. MISCELLANEOUS PROVISIONS
6.1 Use of Speech. All pronouns contained herein and any variations
thereof, shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the parties may require.
6.2 Waiver. No waiver of any right under this Agreement shall be deemed
effective unless contained in a writing signed by the party charged with such
waiver, and no waiver of any right arising from any breach or failure to perform
shall be deemed to be a waiver of any future such right or of any other right
arising under this Agreement.
6.3 Entire Agreement; Modification. This Agreement constitutes the
entire agreement between the parties and supersedes any prior understanding or
agreements concerning the subject matter hereof. This Agreement may be amended,
modified, or terminated only by a written instrument signed by the Corporation
and at least holders of two-thirds (2/3) of the Shares issued to the Subscribers
hereunder.
6.4 Severability. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.
6.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
the conflict of law principles thereof. Subscriber agrees that any disputes
arising with respect to or in connection with this Agreement shall be finally
decided in accordance with the rules of arbitration.
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6.6 Notices. All notices, requests, demands, and communications related
to this Agreement will be deemed given if and when delivered personally or sent
by registered or certified mail, return receipt requested, postage prepaid, to
the following addresses:
If to the
Corporation: Industrial Imaging Corporation.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
With a copy to: ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
If to the
Subscriber: At the address set forth in the
Questionnaire attached hereto.
or, as to each of the foregoing, at such other address as shall be designated by
the addressee in a written notice to the other parties complying as to delivery
with the terms of this Section 6.6. Notwithstanding anything to the contrary
contained in this Agreement, all notices, requests, demands and other
communications shall be effective when received.
6.7 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives and
successors.
6.8 Headings. Headings contained in this Agreement are only as a matter
of convenience and in no way define, limit, extend, or describe the scope of
this Agreement or the intent of any provisions hereof.
6.9 Unenforceability. If any provision of this Agreement is or becomes
or is deemed invalid, illegal, or unenforceable in any jurisdiction, to the
maximum extent permissible, such provision shall be deemed amended to conform to
applicable laws. If such provision cannot be so amended without materially
altering the intention of the parties, it shall be stricken and, to the extent
possible, the remainder of this Agreement shall remain in full force and effect.
6.10 Assignment. The Subscriber may not assign this Agreement or its
rights hereunder without the Corporation's written consent.
6.11 Multiple Subscribers. If more than one person is signing this
Agreement, each representation, warranty, and undertaking stated herein shall be
the joint and several representation, warranty, and undertaking of each such
person.
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6.12 Indemnification. Subscriber hereby agrees to indemnify and hold
harmless the Corporation, its officers, directors, shareholders, employees,
agents, and attorneys against any and all losses, claims, demands, liabilities,
and expenses (including reasonable legal or other expenses, including reasonable
attorneys' fees) incurred by each such person in connection with defending or
investigating any such claims or liabilities, whether or not resulting in any
liability to such person, to which any such indemnified party may become subject
under the Securities Act, under any other statute, at common law or otherwise,
insofar as such losses, claims, demands, liabilities and expenses (a) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact made by Subscriber and contained in this Subscription Agreement,
or (b) arise out of or are based upon any breach of any representation,
warranty, or agreement made by Subscriber contained herein.
6.13 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which when so executed and delivered shall be
taken to be an original; but such counterparts shall together constitute but one
and the same document.
6.14 Acceptance of Subscription. The Corporation may accept this
Subscription Agreement at any time for all or any portion of the Shares
subscribed for by executing a copy hereof as provided and notifying Subscriber
within a reasonable time thereafter.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned parties have executed this
Subscription Agreement as a sealed instrument as of the date written below.
Triple I Corporation
By:______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Orbis, Inc., to be known in the future as
Industrial Imaging Corporation
By:______________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date:_____________________
NOTE: EACH SUBSCRIBER MUST COMPLETE, SIGN AND RETURN THE
APPLICABLE SIGNATURE PAGE AND INVESTOR QUESTIONNAIRE
PROVIDED ON THE ACCOMPANYING PAGES.
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