SECURITIES SUBSCRIPTION AGREEMENT
THIS SECURITIES AGREEMENT is executed by the undersigned in connection with the
private placement of shares of Common Stock (hereinafter referred to as the
"Shares") of Management Technologies, Inc., located at 630 Third Avenue, New
York, New York, United States of America (hereinafter referred to as "Seller" or
the "Company", or "MTCI"). The undersigned, Starington Holding, Inc., c/o
Credit Lyonnais (Suisse) S.A., 1 Place Bel-Air, 1204 Geneva, Switzerland,
hereinafter referred to as "Buyer" or "Purchaser"), hereby represents and
warrants to, and agrees with Seller as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE
a) The undersigned hereby subscribes for 5,000,000 shares of MTCI for an
aggregate amount of $300,000.00 (US).
b) FORM OF PAYMENT. Purchaser shall pay the purchase price by delivering
immediately available funds in United States Dollars to the Company.
2. ACCEPTANCE OF SUBSCRIPTION
a) This subscription may be accepted or rejected by the Company at its
sole discretion.
b) This subscription shall be deemed accepted only when this Agreement is
signed by the Company in the space provided on the signature page
hereof.
3. PURCHASER REPRESENTATIONS AND WARRANTIES
Purchaser hereby represents and warrants to the Seller as of the date
hereof and as of the Closing Date as follows:
a) All offering documents received by the Buyer shall include statements
to the effect that the shares issuable pursuant to this Agreement have
not been registered under the Securities Act of 1933, as amended. The
shares are being acquired for investment and may not be sold,
transferred or assigned in the absence of an effective registration
statement for these shares under the Securities Act of 1933 or an
opinion of counsel acceptable to the Company that registration is not
required under said Act.
b) The Buyer's overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and his
investment in the Company will not cause such overall commitment to
become excessive.
c) The Buyer has the financial ability and an adequate net worth and
means for his current needs and possible personal contingencies to
sustain a complete loss of his investment in the Company, and has no
need for the liquidity in his investment in the Shares.
d) INDEPENDENT INVESTIGATIONS ACCESS. The Buyer, in making the decision
to purchase the Shares subscribed, has relied upon independent
investigations made by it and its representatives, if any, and the
Buyer and such representatives, if any, have prior to any sale to it,
been given access and the opportunity to examine all material books
and records of the Company, all material contracts and documents
relating to this offering and an opportunity to ask questions of, and
to receive answers from the Company or any person acting on its behalf
concerning the terms and conditions of this offering. The Buyer and
its advisors, if any, have received complete and satisfactory answers
to any such inquiries. The Buyer and its advisors, if any, have been
furnished with all materials relating to the business, finances and
operation of the Company and materials relating to the offer and sale
of the Shares which have been requested. The Buyer and his advisors
have carefully read this Subscription Agreement. In evaluating the
suitability of an investment in the Company and acquiring the Shares,
the Buyer has not been furnished or relied upon any represetnations or
other information (whether oral or written) other than as set forth in
this Subscription Agreement or as contained in any document or written
answers to questions furnished to him buy the Company.
e) NO GOVERNMENT RECOMMENDATION OR APPROVAL. The Buyer understands that
no Federal or State agency has passed on or made any recommendation or
endorsement of the Shares.
4. SELLER REPRESENTATIONS
a) Seller is in full compliance, to the extent applicable, with all
reporting obligations under either Section 12(b), 12(g) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Seller has registered its Common Stock pursuant to Section 12 of the
Exchange Act and the Common Stock trades on the National Association
of Securities Dealers Automated Quotation System (NASDAQ) under the
symbol "MTCI".
b) CURRENT PUBLIC INFORMATION. The Seller has furnished the Buyer with
copies of the Company's most recent Annual Report on the Form 10-KSB
filed with the Securities and Exchange Commission and the Forms 10-QSB
and 8K filed thereafter (collectively the "SEC Filings"), and other
publicly available documents.
c) CONCERNING THE SHARES. The Shares when issued and delivered will be
duly and validly authorized and issued, fully paid and non assessable
and will not subject the holders thereof to personal liability by
reason of being such holders. There are no preemptive rights of any
shareholder of the Company with respect to any shares of the Company
subscribed thereof.
d) SUBSCRIPTION AGREEMENT. The Subscription Agreement has been duly
authorized, validly executed and delivered on behalf of the Seller and
is a valid and binding agreement in accordance with its terms, subject
to general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors' rights generally.
e) NON-CONTRAVENTION. The execution and delivery of the Subscription
Agreement and the consummation of the issuance of the Shares and the
transactions contemplated by the Subscription Agreement do not and
will not conflict with any existing applicable law, rule or regulation
or any applicable decree, judgment or order of any court, Federal or
State regulatory body, administrative agency or other governmental
body having jurisdiction over the Seller or any of its properties or
assets.
f) APPROVALS. The Seller is not aware of any authorization, approval or
consent of any governmental body which is legally required for the
issuance and sale of the Shares as contemplated by the Subscription
Agreement.
5. ADDITIONAL REPRESENTATIONS
The Buyer represents and warrants to the Company and agrees that:
a) The Buyer understands the restrictions on transfer of the Shares
imposed by this Agreement, U.S. securities laws and regulations and
the laws and regulations of any other applicable country or
jurisdiction.
b) The Buyer has not taken any action that would cause the Company to be
subject to any claim for commission or other fee or remuneration by
any broker, finder or other person and the Buyer hereby indemnifies
the Company against any such claim caused by the actions of the Buyer
or any of its employees or agents.
6. EXEMPTION; RELIANCE ON REPRESENTATIONS
The Buyer understands that the offer and sale of the Shares are not being
registered under the 1933 Act.
7. TRANSFER AGENT INSTRUCTIONS
The Seller's agent will be instructed to issue one or more share
certificate representing the Shares with a restrictive legend in the name
of the Buyer and in such denominations to be specified prior to Closing.
8. STOCK DELIVERY INSTRUCTIONS
9. The share certificates shall be delivered to the Buyer on a delivery versus
payment basis at such times and places to be mutually agreed.
10. CLOSING DATE
The date of the issuance of the sale of the Shares (the "Closing date")
shall be at such times to be mutually agreed.
11. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL
The Buyer understands that the Seller's obligation to sell the Stock is
conditioned upon:
a) The Receipt and acceptance by the Seller of this Subscription
Agreement for all of the Shares as evidenced by execution of this
Subscription Agreement by the Chief Executive Officer of the Seller;
and
b) Delivery into the closing depository by the Buyer of good funds as
payment in full for the purchase of the Shares.
12. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE
The Seller understands that the Buyer's obligation to purchase the Stock is
conditioned upon:
a) Acceptance by the Buyer of a satisfactory Subscription Agreement for
the sale of shares; and
b) Delivery of the Shares of Common Stock without any restrictive legend
other than such legend as described herein.
13. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Delaware. A facsimile transmission of this signed
agreement shall be legal and binding on all parties hereto.
IN WITNESS WHEREOF, this Securities Subscription Agreement was duly executed on
the date first written below.
DATED this 16 day of the month of June, 1997.
ACCEPTED BY: OFFICIAL SIGNATORY OF THE BUYER
Management Technologies, Inc.
By: /s/ George Gens
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By: /s/ Michael J. Edison
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Michael J. Edison, Chief Executive Officer