Exhibit 99.2
EAUTOCLAIMS, INC.
SUBSCRIPTION AGREEMENT
1. GENERAL. This Subscription Agreement is dated as of _______________,
2006, and sets forth the terms under which the undersigned investor,
____________________ (the "Investor"), will acquire Common Stock Purchase
Warrants to acquire up to _______ shares of eAutoclaims., Inc. common stock at
an exercise price of $.30 pursuant to the Warrant Exercise Term Sheet ("Term
Sheet"), Warrant to Purchase Common Stock ("Warrants"), Subscription Agreement
and Registration Rights Agreement.
This is a limited offering to a discrete number of investors who are
all existing shareholders or warrant holders of eAutoclaims, Inc., a Nevada
corporation (the "Company"). As more fully set forth in the Term Sheet,
investors who exercise outstanding common stock purchase warrants will be
granted new Warrants in accordance with the program parameters and conditions as
set forth in the Term Sheet. There is no minimum offering level. All proceeds
from the exercise of outstanding Warrants will be made available to the Company
and used for general working capital purposes.
The Warrants are being offered by the Company to suitable Investors
pursuant to Rules 505 or 506 of Regulation D and Section 4(2) of the Securities
Act of 1933, as amended. Execution of this Subscription Agreement by the
Investor shall constitute an offer by the Investor to subscribe for the Warrants
on the terms and conditions specified herein and in the Term Sheet. The Company
reserves the right to reject such subscription offer, or, by executing a copy of
this Subscription Agreement, to accept such offer. If the Investor's offer is
accepted, the Company will execute this Subscription Agreement and issue the
Warrants and execute the Registration Rights Agreement.
2. ACCEPTANCE OF SUBSCRIPTION AGREEMENT. The Company's acceptance of
this Subscription Agreement shall be indicated by the execution hereof by an
officer of the Company.
3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor
represents, warrants and covenants to the Company as follows:
a. He acknowledges that he has been furnished with and has
been given access to all underlying documents in connection with this
transaction as well as such other information as he deems necessary or
appropriate as a prudent and knowledgeable investor in evaluating his investment
in the Warrants. He further acknowledges that the Company has given him the
opportunity to obtain additional information and to evaluate the merits and
risks of his investment. He acknowledges that he has had the opportunity to ask
questions of, and receive satisfactory answers from, the officers and directors
of the Company concerning the terms and conditions of the offering.
b. He acknowledges that this transaction has not been
scrutinized by the United States Securities and Exchange Commission or by any
state securities commissions.
c. He has adequate means of providing for his current and
future needs and possible personal contingencies, and has no need for liquidity
of his investment in the Warrants.
d. He can bear the economic risk of losing his entire
investment in the Warrants.
e. He is acquiring the Warrants for his own account, for
investment only and not with a view toward the resale, fractionalization,
division or distribution thereof and he has no present plans to enter into any
contract, undertaking, agreement or arrangement for any such resale,
distribution, division or fractionalization thereof.
f. He does not have an overall commitment to investments that
are not readily marketable, including the Warrants and other similar
investments, disproportionate to his net worth or gross income.
g. He understands that the offer and sale of the Warrants is
being made by means of a private placement of Warrants and that he has read or
reviewed and is familiar with this Subscription Agreement and the Company's
filings under the Securities Exchange Act of , as amended ("1934 Act").
h. He was previously informed that all documents, records and
books pertaining to this investment were at all times available at the offices
of the Company, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; that
all such documents, records and books pertaining to this investment requested by
the Investor have been made available to him and any persons he has retained to
advise him; and that he has no questions concerning any aspect of the investment
for which he has not previously received satisfactory answers.
i. He and his agents or advisers have had an opportunity to
ask questions of and receive answers from the Company, or a person or persons
acting on its behalf, concerning the terms and conditions of this Subscription
Agreement and the transactions contemplated hereby and thereby, as well as the
affairs of the Company and related matters.
j. He has had an opportunity to obtain additional information
necessary to verify the accuracy of the information referred to in subparagraph
(i) hereof. Specifically, the Investor acknowledges receipt and confirms
Investor has thoroughly received, reviewed and read the Company's Form 10-K for
the year ended July 31, 2005 and the Company's Form 10-Q for the three (3)
months ended October 31, 2005.
k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND
OPERATING HISTORY.
l. HE UNDERSTANDS THAT THE WARRANTS ARE A SPECULATIVE
INVESTMENT, WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE
INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS SUBSCRIPTION
AGREEMENT ARE THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER.
m. He understands all aspects of and risks associated with
this investment or has consulted with his own financial adviser who has advised
him thereof and he has no further questions with respect thereto.
n. Unless the Warrants are registered under the Securities Act
of 1933, the undersigned will be required to comply with the provisions of Rule
144 adopted by the Securities and Exchange Commission under the Securities Act.
Investor understands Rule 144 has at least a one (1) year holding period from
the execution date of the Warrants and limits on the amount of securities that
may be sold in any 90 day period. THUS, THE INVESTOR MAY NOT
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BE ABLE TO LIQUIDATE HIS INVESTMENT OR TRANSFER ANY WARRANTS WITHOUT POTENTIAL
ADVERSE FINANCIAL CONSEQUENCES. THEREFORE, THE WARRANTS SHOULD NOT BE PURCHASED
UNLESS THE INVESTOR HAS LIQUID ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE
WILL CAUSE NO UNDUE FINANCIAL DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE
PROVIDE FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES.
o. He is knowledgeable and experienced in financial and
business matters. He and/or his financial or business advisers, if any, are
capable of evaluating the merits and risks of an investment in the Warrants.
p. All information which he has provided to the Company
concerning his financial position and knowledge of financial and business
matters is correct and complete as of the date set forth at the end of this
Subscription Agreement, and if there should be any material change in such
information prior to acceptance of this Subscription Agreement by the Company,
he will immediately provide the Company with such information.
q. He is a bona fide resident of the State of New York,
maintains his principal residence there or has a driver's license in that state,
and is at least eighteen (18) years of age.
r. If he is executing this Subscription Agreement on behalf of
a corporation, partnership, trust or other entity, he has been duly authorized
by such entity to execute this Subscription Agreement and all other instruments
in connection with the purchase of the Warrants, his signature is binding upon
such corporation, partnership, trust or other entity and he represents and
warrants that such corporation, partnership, trust or other entity was not
organized for the purpose of acquiring the Warrants subscribed for pursuant to
this Subscription Agreement and that the acquisition of the Warrants is an
authorized investment of the corporation, partnership, trust or other entity.
s. This Subscription Agreement shall be binding upon the
heirs, estate, legal representatives, successors and assigns of the undersigned.
4. REGULATION FD CONFIDENTIALITY COVENANT OF INVESTOR. The Investor
understands that certain of the information made available to Investor in
connection with the purchase of the Warrants is confidential and not currently
publicly available. Accordingly, the Investor expressly agrees to treat the
information provided to Investor regarding the Company, including possible
future transactions, in strict confidence and not disclose such information to
any other party. Investor understands the Company is relying upon Investor's
agreement of confidentiality to comply with the exemptive provisions of
Regulation FD as set forth in Rule 100(a)(b)(2)(ii) of Regulation FD.
5. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company hereby
represents and warrants as follows:
a. (i) It is duly organized, validly existing and in good
standing under the laws of Nevada and is duly qualified to do business and is in
good standing in each jurisdiction in which such qualification is required by
law;
(ii) the Company has all requisite power and authority to
enter into this Subscription Agreement and to sell the Warrants as provided
herein;
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(iii) the Company is current in its periodic
reporting obligations under the 1934 Act;
(iv) this Subscription Agreement has been duly
executed and delivered on its behalf and constitutes its legal, valid and
binding agreement, enforceable in accordance with its terms (which include the
Shares as part of Unit and Shares underlying the Warrant);
(v) the execution, delivery and performance of this
Subscription Agreement, the sale and delivery of the Warrants, and compliance
with the provisions hereof by the Company, do not and will not, with or without
the passage of time or the giving of notice or both, (i) violate its
organizational documents or any provision of law, statute, ordinance, rule or
regulation or any ruling, writ, injunction, order, judgment or decree of any
court, administrative agency or other governmental body, or (ii) result in any
breach of any of the terms, conditions or provisions of, or constitute a default
(or give rise to any right of termination, cancellation or acceleration) under
any note, indenture, mortgage or lease, or any other material contract or other
instrument, document or agreement, to which the Company is a party or by which
it or any of its property is bound or affected;
(vi) all consents, approvals or authorizations of, or
registrations, filings or declarations with, any governmental authority, stock
exchange or market, the Company's board of directors and shareholders, or any
other person, required in connection with the execution, delivery and
performance of this Subscription Agreement or the transactions contemplated
hereby have been obtained by the Company and are in full force and effect;
(vii) there are no actions, investigations, demands,
suits or proceedings pending or threatened against or affecting the Company or
affecting the rights of the Company to enter into this Subscription Agreement or
consummate the transactions contemplated hereby;
(viii) the Company has complied with all applicable
laws, statutes, codes, acts, ordinances, orders, judgments, decrees,
injunctions, rules, regulations, permits, licenses, authorizations, directions
and requirements of governmental entities, except for such non-compliance which
would not reasonably be expected to have a material adverse effect on it;
(ix) the Company has correctly prepared and filed all
tax returns or reports that are required to have been filed in any jurisdiction,
and has timely paid in full all taxes due and payable with respect thereto;
(x) upon consummation of the exercise of outstanding
Warrants contemplated hereby, the Common Stock issued to Investor shall have
been duly and validly authorized and issued, fully paid and non-assessable and
free and clear of all liens, pledges, security interests and encumbrances;
(xi) the Company will take all necessary actions to
reserve a sufficient number of shares underlying the exercise of the Warrants
issued to the Investor hereunder;
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(xii) in reliance on the investment representations
made by the Investor contained herein, the offer, issuance, sale and delivery of
the Warrants, are exempt from the registration requirements of the 1933 Act and
all applicable state securities laws;
(xiii) each report, schedule, effective registration
statement, definitive proxy statement and each other document filed by the
Company with the SEC since December 31, 2002 (as the documents may have been
amended since the time of their filing, the "Commission Documents") has been
made available to the Investor either by physical delivery or via the SEC's
▇▇▇▇▇ System. As of their respective filing dates, each Commission Document
complied in all material respects with the requirements of the 1933 Act or the
1934 Act, as applicable, and the rules and regulations of the SEC thereunder
applicable to the Commission Documents, and no Commission Document contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements included in the Commission Documents were prepared in
accordance with United States generally accepted accounting principles, applied
consistently with the past practices of the Company (except as may be indicated
in the notes thereto), and as of their respective dates, fairly present, in all
material respects, the consolidated financial position of the Company and the
results of its operations as of the time and for the periods indicated therein
and complied as to form in all material respects with then applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto;
(xiv) since January 31, 2004, except as disclosed in
the Commission Documents filed subsequent to that date, there has not been any
material adverse change in the business, financial condition or operating
results of the Company; and
(xv) the Company has not since December 31, 2002,
received notice (written or oral) from any stock exchange or market on which its
common stock is or has been listed (or on which it has been quoted) to the
effect that it is not in compliance with the continuing listing or maintenance
requirements of such exchange or market.
6. RESPONSIBILITY AND INDEMNIFICATION. The Company will exercise its
best judgment in the conduct of all matters arising under this Subscription
Agreement. The undersigned acknowledges that he understands the meaning and
legal consequences of the representations and warranties contained herein, and
he hereby agrees to indemnify and hold harmless the Company, its officers,
directors, shareholders and employees, and any of their affiliates and their
officers, directors, shareholders and employees, or any professional advisor or
entity thereto, from and against any and all loss, damage, liability or expense,
including costs and reasonable attorney's fees, to which said entities and
persons may be put or which they may incur by reason of, or in connection with,
any misrepresentation made by the Investor, any breach of any of his warranties,
or his failure to fulfill any of his covenants or agreements under this
Subscription Agreement. The Company hereby agrees to indemnify and hold harmless
the undersigned, its officers, directors, managers, shareholders, members,
partners and employees, and any of their affiliates and their officers,
directors, managers, shareholders, members, partners and employees, or any
professional advisor or entity thereto, from and against any and all loss,
damage, liability or expense, including costs and reasonable attorney's fees, to
which said entities and persons may be put or which they may incur by reason of,
or in connection with, any misrepresentation made by the Company, any breach of
any of his warranties, or his failure to fulfill any of his covenants or
agreements under this Subscription Agreement.
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7. COMPANY SOLELY RESPONSIBLE FOR DISCLOSURE; NO INDEPENDENT REVIEW OR
OPINIONS. The Company has assumed sole responsibility for compliance with the
disclosure requirements of federal and state securities laws in connection with
the offer and sale of the Warrants. No law firm, accounting firm, securities
broker/dealer or other third party has conducted any due diligence review of the
Company and its business and affairs or any disclosures with respect thereto,
written or oral, made by the Company or others. Notwithstanding the preparation
of any documents or agreements related to the Company or this investment, the
Company's law firm has not rendered any legal opinions concerning any aspect of
the Company's business and affairs, including but not limited to, the validity
or enforceability of any contracts, agreements, obligations or security
interests related to an investment in the Company. By execution of this
Subscription Agreement, the undersigned acknowledges that the Company is solely
responsible for all disclosures to potential Investors concerning the Company
and its business and affairs and that no legal opinions have been rendered by
the Company's law firm as described above.
8. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The representations, warranties, covenants and agreements contained herein shall
survive the delivery of, and the payment for, the Warrants.
9. NOTICES. Any and all notices, designations, consents, offers,
acceptances or any other communication provided for herein shall be given in
writing by registered or certified mail which shall be addressed, in the case of
the Company, to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and in the case
of the Investor, to the address set forth in this Subscription Agreement or
otherwise appearing on the books of the Company or his residence or to such
other address as may be designated by him in writing.
10. MISCELLANEOUS. This Subscription Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Florida, both
substantive and remedial. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Subscription Agreement. This Subscription Agreement shall
be enforceable in accordance with its terms and be binding upon and shall inure
to the benefit of the parties hereto and their respective successors, assigns,
executors and administrators. This Subscription Agreement, the Warrant
Agreement, the Registration Rights Agreement and the Term Sheet represent the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof; supersede all prior negotiations, letters and
understandings relating to the subject matter hereof; and cannot be amended,
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. In the event of any litigation between the parties to this Subscription
Agreement relating to, or arising out of, this Subscription Agreement, the
prevailing party shall be entitled to an award of reasonable attorney's fees and
costs, whether incurred before, during or after trial or at the appellate level.
The failure or finding of invalidity of any provision of this Subscription
Agreement shall in no manner affect the right to enforce the other provisions of
same, and the waiver by any party of any breach of any provision of this
Subscription Agreement shall not be construed to be a waiver by such party of
any subsequent breach of any other provision.
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11. STATE BLUE SKY NOTICES:
The following special provisions are applicable solely to the
residents of the various states mentioned:
FOR FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA
SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE
SUBSEQUENTLY REGISTERED OR EXEMPTION FROM REGISTRATION IS AVAILABLE.
THE WARRANTS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED
BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA
SECURITIES ACT. THE WARRANTS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE
STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF
VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER,
OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT
PRIVILEGE IS COMMUNICATED TO SAID PURCHASER, WHICHEVER OCCURS LATER.
FOR ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF
ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
FOR NEW JERSEY RESIDENTS: THE ATTORNEY GENERAL OF THE STATE OF
NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING
OF THE WITHIN OFFERING WITH THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW
AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
FOR NEW YORK RESIDENTS: THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK
FRAUDULENT PRACTICES ("▇▇▇▇▇▇") ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER
RELATING TO THE LIMITED AVAILABILITY, OR OTHERWISE DISPOSED OF TO ANY PERSON OR
ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES ("▇▇▇▇▇▇") ACT, IF SUCH
REGISTRATION IS REQUIRED.
THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY
GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF
THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE
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STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING, IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS
PURPORTED TO BE SUMMARIZED HEREIN.
12. SUITABILITY QUESTIONS. Please complete all of the following
suitability questions which apply to the Investor.
a. I am an Accredited Investor because I meet one of the
following standards:
[ ] (i) An individual whose individual net worth, or
joint net worth with that individual's spouse, exceeds $1,000,000 (including the
value of homes, home furnishings and personal automobiles).
[ ] (ii) Natural person(s) who had an income in
excess of $200,000 (individual) or $300,000 (joint) in each of the years 2004
and 2005 and who reasonably expects an income in excess of $200,000 (individual)
or $300,000 (joint) in 2006. For purposes of this offering, individual income
shall equal adjusted income, as reported in the Investor's federal tax return,
increased by the following amounts: (i) the amount of any tax exempt interest
received, (ii) the amount of losses claimed as a limited partner in a limited
partnership, (iii) any deduction claimed for depletion, (iv) amounts contributed
to an ▇▇▇ or ▇▇▇▇▇ retirement plan, (v) alimony paid, and (vi) any amount by
which income from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section 1202 of the Internal
Revenue Code. For the individual test, income related to a spouse is excluded.
[ ] (iii) Employee Benefit Plan which has total
assets in excess of $5,000,000.
[ ] (iv) A Self-Directed Plan with investment
decisions made solely by persons that are accredited Investors.
[ ] (v) 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) of the Securities Act.
[ ] (vi) Any entity in which all of the equity owners
are accredited Investors.
[ ] (vii) An organization described in section
501(c)(3) of the Internal Revenue Code, corporation,
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.
b. Do you think you have sufficient knowledge of the Company
to evaluate the risks associated with investing in the Warrants?
Yes [ ] No [ ] If so, why?_______________________________
________________________________________________________________________________
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c. If you answered "No" to the preceding question, do you have
an Investment Advisor or Purchaser Representative upon whom you rely for
investment advice?
Yes [ ] No [ ]
If so, please provide his name and address______________________________________
________________________________________________________________________________
________________________________________________________________________________
d. Do you understand the nature of the investment in the
Warrants and the risks involved?
Yes [ ] No [ ]
e. Do you understand that unless the Company registers your
Warrants under the Securities Act, you will not be able to resell the Warrants
which you purchase, unless you do so in an exempt transaction or unless you
comply with the provisions of Rule 144 and applicable state securities laws?
Yes [ ] No [ ]
f. Do you understand that there is no assurance of any
financial return on this investment and that you run the risk of losing your
entire investment?
Yes [ ] No [ ]
g. Are you aware that you have the opportunity to inspect the
Company's financial records, legal documents, and other records?
Yes [ ] No [ ] Did you do so? Yes [ ] No [ ]
h. Are you acting for your own account?
Yes [ ] No [ ]
If No, please complete the following:
(i) Capacity in which you are acting (agent, trustee
or otherwise): _________________________________________________________________
________________________________________________________________________________
(ii) Name, address and telephone number(s) of
person(s) you represent: _______________________________________________________
________________________________________________________________________________
(iii) Nature of evidence of authority attached: _____
________________________________________________________________________________
________________________________________________________________________________
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13. DOCUMENTS INCORPORATED BY REFERENCE. By execution of this
Subscription Agreement, the Investor acknowledges that he has been provided with
copies of the following:
o Form 10-K for year ended July 31, 2005.
o Form 10-Q for three (3) months ended October 31, 2005.
o For S-1 Registration Statement filed November 25, 2005.
o Warrant Exercise Term Sheet.
o Warrant Agreement.
o Registration Rights Agreement.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ____ day of __________, 2006.
TYPE OF OWNERSHIP (Check One)
[ ] INDIVIDUAL OWNERSHIP [ ] COMMUNITY PROPERTY (one
(One Signature Required) signature required if interest
in one name, two signatures
required if interest held in
both names)
[ ] JOINT TENANTS WITH RIGHT [ ] TENANTS IN COMMON (both or all
OF SURVIVORSHIP (both parties parties must sign)
must sign)
[ ] PARTNERSHIP (please include a [ ] Grantor Trust
copy of the partnership agreement
authorizing signature)
[ ] CORPORATION (please include [ ] CUSTODIAN
certified corporate resolution
authorizing signature)
[ ] PROFIT SHARING PLAN [ ] PENSION PLAN
[ ] RA [ ] ▇▇▇▇▇
________________________________________________________________________________
WITNESSES:
________________________________ ___________________________________
Investor Signature
________________________________ ___________________________________
Print Name
Social Security Number_____________
___________________________________
Street Address
___________________________________
City, State and Zip
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IF ADDITIONAL SIGNATURES ARE REQUIRED:
WITNESSES:
________________________________ ___________________________________
Investor Signature
________________________________ ___________________________________
Print Name
Social Security Number ____________
___________________________________
Street Address
___________________________________
City, State and Zip
SUBSCRIPTION ACCEPTED:
eAUTOCLAIMS, INC.
By: ____________________________
Title: _________________________
3/22/2006 11:12 AM
41287.102070
#368247 v1 - eAUTO Subscription Agt (2/06)
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