EXCHANGE AND SUBSCRIPTION AGREEMENT
ADVANCE REMOTE COMMUNICATION SOLUTIONS
a California corporation
The undersigned subscriber (the "Purchaser") having read and reviewed the
Company's Offering Statement for Series C Preferred Stock dated June 27, 2002,
including all exhibits and attachments thereto (collectively, the "Offering
Statement"), hereby agrees to deliver to the Company consideration in the amount
set forth in Section 7 below, subject to the following terms and conditions:
1. Exchange and Subscription. Purchaser exchanges and subscribes for the shares
of Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3
Preferred Stock of the Company as noted in Section 7 hereof (the "Shares")
subject to this Agreement.
2. Stock Purchase Agreement. Purchaser hereby becomes a signatory to and
beneficiary of the Stock Purchase Agreement for the purposes of enjoying the
rights and privileges and agrees to be bound by Sections 6 through 9 of the
Stock Purchase Agreement with respect to the Shares. In addition, to the extent
that any Purchaser elects to purchase Series C-1 Preferred Stock and Series C-2
Preferred Stock pursuant to this agreement, (a) Purchaser hereby makes and
agreed to be bound by the representations set forth in Section 3 of the Stock
Purchase Agreement and (b) the Company makes and agrees to be bound by the
representations set forth in Section 2 thereof; provided that the Company may
make such changes to the Schedule of Exceptions to the Stock Purchase Agreement
as it deems appropriate in connection with making such representations.
Purchaser further covenants to execute such further instruments and documents as
may be requested by the Company to reflect that Purchaser is bound by the terms,
provisions and conditions of the Stock Purchase Agreement. Purchaser hereby
confirms that it has received a true and correct copy of the Stock Purchase
Agreement and the exhibits thereto.
3. Representations and Warranties. Purchaser hereby represents and warrants to
the Company that the address set forth herein is the true and correct (a)
residence address if Purchaser is an individual; or (b) address of the principal
place of business if Purchaser is an entity. Purchaser has no present intention
of becoming a resident of any other state or jurisdiction.
4. Acceptance. The Company will accept subscriptions for Series C-1 Preferred
Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock from holders of
Series B Preferred Stock who are Accredited Investors (as defined in the
Offering Statement), in each case when the Company receives completed Exchange
and Subscription Agreements, and the required Purchase Price.
5. Additional Information. Within 10 days after receipt of a written request
from the Company, Purchaser shall provide such information and execute and
deliver such documents as may be reasonably necessary to comply with any laws,
regulations, and/or ordinances to which the Company is subject.
6. Effectiveness. This Exchange and Subscription Agreement will not be
binding upon the Company unless and until a fully executed copy hereof is
delivered by the Company to Purchaser.
7. Exchange and Subscription.
a. Exchange. Check one of the following choices and fill in the
applicable information for such choice. Please refer to the chart set forth
below for assistance in determining the number of shares of Series B Preferred
Stock currently held by you and the number of shares of Series C-1 Preferred
Stock and Series C-2 Preferred Stock which you may purchase should you choose to
exchange all of your shares of Series B Preferred Stock for shares of Series C-3
Preferred Stock. Please note that if you elect to subscribe to shares of Series
C-1 Preferred Stock and C-2 Preferred Stock, you must invest substantially equal
dollar amounts in each series as shown in the table below.
? Purchaser (i) exchanges all shares of Series B Preferred Stock for shares of
Series C-3 Preferred Stock and (ii) subscribes an aggregate total dollar amount
of $_________for Series C-1 Preferred Stock and Series C-2 Preferred Stock at
$500 per share and $300 per share, respectively.
? Purchaser exchanges _____________ shares of Series B Preferred Stock for
shares of Series C-3 Preferred Stock.
? Purchaser does not wish to exchange any shares of Series B Preferred Stock for
shares of Series C-3 Preferred Stock.
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
Maximum Number of Maximum Number of Combined Maximum
Shares of Series C-1 Shares of Series C-2 Dollar
Preferred Stock which Preferred Stock which Amount you can invest
may be purchased (and may be purchased (and in Series C-1
aggregate purchase aggregate purchase Preferred Stock and
Shares of price) if all price) if all Series B C-2 Preferred Stock
Series B Series B Preferred Preferred Stock is
Preferred Stock Stock is exchanged exchanged
Available for
Exchange
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
Lexington Commercial Holdings 300.00 1,667 (already 1,000 (already
purchased pursuant to purchased pursuant to
the Financing) the Financing)
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. 15.00 75.69 for $22,707 45.40 for $22,700 $45,407
▇▇▇▇▇▇ as Trustees UTD 7-31-81
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5.00 25.23 for $7,569 15.13 for $7,565 $15,134
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 5.00 25.02 for $7,506 15.01 for $7,505 $15,011
Trust
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2.50 12.51 for $3,753 7.51 for $3,755 $7,508
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2.50 12.51 for $3,753 7.51 for $3,755 $7,508
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2.50 12.51 for $3,753 7.51 for $3,755 $7,508
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 1.25 6.26 for $1,878 3.75 for $1,875 $3,753
-
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
Hillcrest Urological Medical 2.50 12.61 for $3,783 7.57 for $3,785 $7,568
Group Pension Benefit Plan E/M
▇▇▇▇▇▇▇
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
Mr. and ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ 2.50 12.61 for $3,783 7.57 for $3,785 $7,568
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ 10.00 50.46 for $15,138 30.27 for $15,135 $30,273
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee 2.50 12.54 for $3,762 7.52 for $3,760 $7,522
Dardick Trust B DTD 9/7/92
-------------------------------- ------------------ ----------------------- ------------------------ -----------------------
b. Title. Title to Purchaser's Shares should be registered as follows
(initial one choice):
(a) Individually, as a single person;
(initial)
(b) Husband and Wife, as joint property;
(initial)
(c) Joint tenants;
(initial)
(d) Tenants in common;
(initial)
(e) Separate property;
(initial)
(f) As custodian of ___________________,
(initial) under the Uniform Gifts to Minors Act;
(g) Other, e.g., corporation, partnership,
(initial) custodian, trustee, etc.
Indicate the exact name(s) and present address for the records
of the Company(ies), and the number of shares allocated to
each (if more than one nominee is listed):
Number and Class of Shares__________________________
Number and Class of Shares__________________________
Number and Class of Shares__________________________
Number and Class of Shares__________________________
8. Governing Law. This Exchange and Subscription Agreement will be
governed by and construed in accordance with the laws of the State of California
9. Further Assurances. Each party to this Exchange and Subscription
Agreement shall execute all instruments and documents and take all actions
as may be reasonably required to effectuate this Exchange and Subscription
Agreement.
10. Venue and Jurisdiction. For purposes of venue and jurisdiction,
this Exchange and Subscription Agreement shall be deemed made and to be
performed in San Diego County, California.
11. Counterparts. This Exchange and Subscription Agreement may be
executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one document.
12. Headings. The headings of the Paragraphs of this Exchange and
Subscription Agreement have been included only for convenience, and may not
be deemed in any manner to modify or limit any of the provisions of this
Exchange and Subscription Agreement, or be used in any manner in the
interpretation of this Exchange and Subscription Agreement.
13. Successors-in-Interest and Assigns. Purchaser may not assign or delegate to
any other person this Exchange and Subscription Agreement or any rights or
obligations hereunder. Subject to the foregoing restriction on transferability,
this Exchange and Subscription Agreement will be binding upon and will inure to
the benefit of the successors-in-interest and assigns of each party to this
Exchange and Subscription Agreement. Nothing in this Paragraph will create any
rights enforceable by any person not a party to this Exchange and Subscription
Agreement, except for the rights of the successors-in-interest and assigns of
each party to this Exchange and Subscription Agreement, unless such rights are
expressly granted in this Exchange and Subscription Agreement to other
specifically identified persons.
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SIGNATURE PAGE
FOR INDIVIDUAL USE*
_________________________________________
Signature
_________________________________________
Social Security Number
_________________________________________
Print Name
_________________________________________
State of Residence
Executed at: ______________________________
(City and State)
Date: ____________________________________
*Repeat for any other Individuals
SIGNATURE PAGE
FOR ENTITY USE
_________________________________________
Name of Company
_________________________________________
State of Formation
_________________________________________
Federal Taxpayer Identification Number
_________________________________________
Signature of Authorized Officer/Partner/Member
_________________________________________
Print Name of Authorized Officer/Partner/Member
Executed at: ______________________________
(City and State)
Date: ____________________________________
SIGNATURE PAGE
FOR ADVANCE REMOTE COMMUNICATION SOLUTIONS, INC.
THIS EXCHANGE AND SUBSCRIPTION AGREEMENT IS HEREBY ACCEPTED:
ADVANCE REMOTE COMMUNICATION SOLUTIONS, INC.
a California corporation
By:__________________________________
Name:________________________________
Its:___________________________________