SUBSCRIPTION AGREEMENT
THE INVESTOR IS REQUIRED TO MARK BOXES TO INDICATE WHICH REPRESENTATIONS AND
WARRANTIES IT IS MAKING UNDER PART 1 HEREOF.
Ladies and Gentlemen:
By executing this Subscription Agreement, the undersigned (the
"Investor") hereby irrevocably subscribes for the number of shares (the
"Shares") of THE CATAPULT GROUP, INC., a Delaware Corporation (the
"Company") listed on the signature page hereto at a subscription price of
$0.78 per share. The Investor has delivered herewith to the Company payment
of the Total Purchase Price as set forth on the signature page hereto.
This Subscription Agreement shall not be valid and binding on the
Company unless and until accepted by the Company. If this Subscription
Agreement is not accepted by the Company, the purchase price paid by the
Investor to the Company shall be refunded to the Investor.
The Investor understands that the Shares may be acquired hereunder
only by investors who are able to make all required representations and
warranties under Part I and Part II below.
REPRESENTATIONS AND WARRANTIES
The Investor makes representations and warranties in this Subscription
Agreement in order to permit the Company to determine the suitability of
the Shares as an investment for the Investor and to determine the
availability of the exemptions relied upon by the Company from registration
under Section 5 of the United States Securities Act of 1933, as amended,
and the regulations promulgated thereunder (the "Securities Act").
Part I: Representations as to Accredited Investor Status
TO ESTABLISH THAT THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a) PROMULGATED UNDER THE SECURITIES ACT, THE INVESTOR MUST MARK AT
LEAST ONE BOX BELOW, THEREBY MAKING THE REPRESENTATION SET FORTH BESIDE THE
MARKED BOX.
|_| The Investor is a natural person whose individual net worth, or
joint net worth with that person's spouse, at the time of the Investor's
purchase exceeds $1,000,000.
|_| The Investor is 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.
|_| The Investor is a bank as defined in Section 3(a)(2) of the
Securities Act or a savings and loan association or any other institution
as defined in Section 3(a)(5)(A) of the Securities Act.
|_| The Investor is a broker dealer registered pursuant to Section 15
of the United States Securities Exchange Act of 1934, as amended.
|_| The Investor is an insurance company as defined in Section(2)(13)
of the Securities Act.
|_| The Investor is an investment company registered under the
Investment Company Act or a business development company as defined in
Section 2(a)(48) of that Act.
|_| The Investor is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the
U.S. Small Business Investment Act of 1958, as amended.
|_| The Investor is a plan established and maintained by a state
within the United States, one or more political subdivisions of such a
state, or any agency or instrumentality of such a state or its political
subdivisions, for the benefit of its employees, with total assets in excess
of $5,000,000.
|_| The Investor is an employee benefit plan within the meaning of the
U.S. employee Retirement Income Security Act of 1974, as amended ("ERISA"),
(i) the investment decision for which is made by a plan fiduciary, as
defined in Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment advisor or
(ii) which has total assets in excess of $5,000,000 or (iii) which is a
self-directed plan with investment decisions made solely by persons that
are Accredited Investors.
|_| The Investor is a private business development company as defined
in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940.
|_| The Investor is an organization that is described in
Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a
corporation, a Massachusetts or similar business trust, or a partnership,
in any case that was not formed for the specific purpose of acquiring the
Shares, with total assets in excess of $5,000,000.
|_| The Investor is a director or executive officer (as defined in
Rule 502(f) promulgated under the Securities Act) of the Company.
|_| The Investor is a trust with total assets of $5,000,000, not
formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii)
promulgated under the Securities Act.
|_| The Investor is an entity in which all of the equity owners are
Accredited Investors.
PART II. Additional Representations
THE INVESTOR, BY SIGNING THIS SUBSCRIPTION AGREEMENT, WILL BE DEEMED TO HAVE
MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN PARAGRAPHS 1 THROUGH 11
BELOW.
1. The Investor and/or the Investor's representative (if any) have
received a copy of all of the public filings of the Company pursuant to the
Securities Exchange Act of 1934 together with current information regarding
the Company's wholly owned subsidiary. The Investor, either alone or
together with the Investor's purchaser representative, if any, have such
knowledge and experience in financial and business matters as to be able to
evaluate the merits and risks of an investment in the Company.
2. The Investor acknowledges that: (a) the Investor has been provided
with information concerning the company and has had an opportunity to ask
questions and to obtain such additional information concerning the Company
as the Investor deems necessary in connection with the Investor's
acquisition of interests in the Company; (b) information with respect to
existing business and historical operating results of the Company and
estimates and projections as to future operations involve significant
subjective judgment and analysis, which may or may not be correct; (c) the
Company cannot, and does not, make any representation or warranty as to the
accuracy of the information concerning the past or future results of the
Company.
3. The Investor has sought such accounting, legal and tax advice as
the Investor considered necessary to make an informed investment decision.
The Investor is experienced in investment and business matters (or has been
advised by an investment advisor who is so experienced), and is aware of
and can afford the risks of making such an investment, including the risk
of losing the Investor's entire investment.
4. The Shares subscribed for herein will be acquired solely by and for
the account of the Investor for investment and are not being purchased for
resale or distribution. The Investor has no contract, undertaking,
agreement or arrangement with any person to sell or transfer to such person
or anyone else any of the Shares (or any portion thereof or interest
therein) for which the Investor hereby subscribes, and the investor has no
present plans or intentions to enter into any such contract, undertaking,
agreement or arrangement. The financial condition of the Investor is such
that the Investor has no need for liquidity with respect to the Investor's
investment in the Shares and no need to dispose of any portion of the
Shares to satisfy any existing or contemplated undertaking or indebtedness;
and the overall commitment by the Investor to investments which are not
readily marketable is not disproportionate to the Investor's net worth and
will not become excessive as a result of investment in the Shares.
5. The Investor acknowledges that the Registration Rights Agreement
entered into between Investor and Company in consideration of this
Subscription Agreement and pertaining to the Shares contains limitations on
Demand Registrations and Piggyback Registrations that may postpone any
registration of the Shares.
6. The Investor understands, represents, warrants and agrees that the
Investor's Shares are not transferable, that the Investor will not,
directly or indirectly, sell, assign, convey, hypothecate or otherwise
transfer the Investor's Shares (or any portion thereof or interest therein)
except in accordance with Securities Act of 1933 and other applicable state
securities laws and that violation of the foregoing will cause such
transfer to be void and need not be recognized by the Company.
7. The Investor warrants that the Investor has knowledge and
experience in financial, investment and business matters and that the
Investor is capable of evaluating the merits and risks of an investment in
the Shares.
8. The Company, by and through its Board of Directors and/or legal
counsel, has made no representation or warranty as to the suitability of
the Investor's investment in the Shares. Neither the Company nor its
counsel has made an independent investigation on behalf of the Investor,
nor has the Company, by and through its Board of Directors or counsel,
acted in an advisory capacity to the Investor.
9. The Investor has relied solely upon independent investigations made
by the Investor in making the decision to purchase the Shares subscribed
for herein, and acknowledges that no representations or agreements have
been made to the Investor with respect thereto.
10. The Investor expressly acknowledges that:
(a) No federal, state or other governmental agency has passed
upon the adequacy or accuracy or the information concerning the
Company or made any finding or determination as to the fairness of the
investment, or any recommendation or endorsement of the Shares as an
investment.
(b) The Investor is not dependent upon a current cash return with
respect to the Investor's investment in the Shares, and the Investor
understands that distributions are not required to be made and that
returns on an investment in the Shares may not be realized for years.
(c) The Shares are being offered and sold to prospective
purchasers directly, and neither the Company nor any person acting on
behalf of the Company has offered to sell the Shares to the Investor
by means of any form of general solicitation or advertising, such as
media advertising or public seminars.
11. The Investor (i) if an individual, is at least 21 years of age;
(ii) if a partnership, is comprised of partners all of whom are at least 21
years of age; and (iii) if a corporation, partnership, trust or other like
entity, is authorized and otherwise duly qualified to purchase and hold the
Shares. The Investor has duly authorized, executed and delivered this
Subscription Agreement and understands that the Company is not obligated to
accept this Subscription Agreement and that this Subscription shall be
valid and binding on the Company only upon acceptance by the Company. The
Investor understands that if this Subscription Agreement is accepted and
executed by the Company, the Investor will constitute a valid and legally
binding obligation of the Investor and the Company.
12. The Investor certifies under penalties of perjury that (i) the
Investor's taxpayer identification number (social security number for an
individual Investor) as set forth on the signature page hereof is correct;
(ii) the Investor's home address (in the case of an individual) or office
address (in the case of an entity) as set forth on the signature page
hereof is correct; and (iii) the Investor is not subject to backup
withholding either because the Investor has not been notified by the
Internal Revenue Service ("IRS") that the Investor is subject to backup
withholding as a result of a failure to report all interest or dividends,
or because the Investor has been notified by the IRS that the Investor is
no longer subject to backup withholding. If the Investor is subject to
backup withholding, Investor should cross through clause (iii) and check
the following box: ______
MISCELLANEOUS
1. Successors and Assigns. Upon acceptance by the Company, this
Subscription Agreement, and all of the obligations of the Investor
hereunder, and all of the representations and warranties by the Investor
herein, shall be binding upon the heirs, executors, administrators,
personal representatives, successors and assigns of the Investor.
2. Governing Law. This Subscription Agreement shall be construed in
accordance with, and governed in all respects by, the laws of the State of
Georgia.
3. Indemnification. The Investor agrees to indemnify the Company, its
officers and managers for any and all claims or losses (including
attorneys' fees) incurred by them as a result of the incorrectness of the
Investor's representations and warranties contained herein, including but
not limited to, claims arising under federal and state securities laws and
common law claims.
[Remainder of page intentionally left blank]
SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT FOR
Executed at __________, _____________ this ____ day of_____, 2000.
CITY STATE
THE INVESTOR:
Nancy Edwards
- -------------
Please print or type legal name of Investor as it should appear on
stock certificate and in stockholder records
By:
Sign here
Its:
If signatory is executing on behalf of an entity, please indicate
signatory's title or office with such entity
Number of Shares of Stock
Subscribed for: 50,000
Price Per Share: $ 0.78
Total Purchase Price: $ 39,000
Taxpayer I.D. Number or Social Security Number:
Print or type address, telephone number and fax number preferred for
stockholder communications:
Address:
Telephone:
Fax:
Accepted this________ day of_________, 2000
By:
Title:
* If the Investor is a corporation, trust, partnership, or other entity, please
attach a copy of the resolutions, trust instrument, partnership agreement or
similar document (or in lieu thereof, an opinion of counsel) showing the
corporation, trust, partnership or other entity has authority to purchase the
Shares and showing that the signatory above may act on its behalf in making this
investment.