EXHIBIT 10.13
TELEGEN CORPORATION
A California Corporation
CONVERTIBLE PROMISSORY NOTE AND
COMMON STOCK WARRANT
SUBSCRIPTION PACKAGE
TELEGEN CORPORATION
SUBSCRIPTION INSTRUCTIONS
(Please Read Carefully)
THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR
IN PART, OR TO ALLOT TO ANY PROSPECTIVE PURCHASER FEWER THAN THE NUMBER OF UNITS
SUBSCRIBED FOR BY SUCH PURCHASER. ANY REPRESENTATION TO THE CONTRARY IS
UNAUTHORIZED AND MUST NOT BE RELIED UPON. THE COMPANY WILL UTILIZE SUBSCRIPTION
PROCEEDS IMMEDIATELY UPON ACCEPTANCE.
Telegen Corporation (the "Company") is offering Units, each Unit
consisting of (i) a Convertible Promissory Note evidencing $50,000 in
indebtedness and (ii) a warrant to purchase 10,000 shares of Common Stock at an
exercise price of $2.25 per share of the Company for $50,000 per Unit. This
Subscription Booklet contains all of the materials necessary for you to purchase
the Units.
I. After completing the enclosed Subscription Agreement, please sign the
appropriate signature page and return it to the address set forth below
in Section III. Please make sure that you indicate how the name should
appear on your stock certificate.
II. Payment for the Units must be remitted to an escrow account established
by the Company's Placement Agent, Capitol Bay Securities, by check made
out to "Telegen Corporation" or by wire transfer.
III. Send the appropriate signature page to the following address:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Attn: Jack I. Siegal
IV. Questions regarding completion of subscription documents should be
directed to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Attn: Jack I. Siegal
Tel: (650) 493-9300
Fax: (650) 496-4086
V. Questions regarding the offering or the Company should be directed to:
Telegen Corporation
101 Saginaw Drive
Redwood City, CA 94063
Attn: Fred Kashkooli
Tel: (650) 261-9400
Fax: (650) 261-9468
FAILURE TO COMPLY WITH THE SUBSCRIPTION INSTRUCTIONS WILL CONSTITUTE AN INVALID
SUBSCRIPTION, WHICH, IF NOT CORRECTED, WILL RESULT IN THE REJECTION OF YOUR
SUBSCRIPTION REQUEST.
SUBSCRIPTION AGREEMENT
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TELEGEN CORPORATION
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20 Units
with each unit consisting of one Convertible Promissory Note
evidencing $50,000 in indebtedness and One Warrant to purchase Ten
Thousand Shares of Common Stock at a $2.25 per-share exercise price
of TELEGEN CORPORATION
$100,000 Minimum Investment
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To: Telegen Corporation
This Subscription Agreement is made by and between Telegen Corporation,
a California corporation (the "Company"), and the undersigned prospective
purchaser who is subscribing hereby for that number of units (the "Units"), each
unit consisting of (i) a Convertible Promissory Note evidencing $50,000 in
indebtedness and (ii) a warrant to purchase ten thousand shares of the Company's
Common Stock at a $2.25 per share exercise price (the "Warrant") specified on
the signature page hereto. The purchase price per Unit (the "Purchase Price") is
$50,000. This subscription is submitted to you in accordance with and subject to
the terms and conditions described in this Subscription Agreement, relating to
an offering (the "Offering") of up to 20 Units. The minimum aggregate investment
in this offering by all subscribers shall be $500,000 and the maximum shall be
$1,000,000.
In consideration of the Company's agreement to sell the Units to the
undersigned on the terms and conditions summarized herein, the undersigned
agrees and represents as follows:
I. SUBSCRIPTION.
(A) The undersigned hereby irrevocably subscribes for and agrees to
purchase that number of the Units (which may include a fraction of a Unit)
indicated on the signature page hereto at a purchase price of $50,000 per Unit.
The undersigned agrees to wire transfer funds or deliver a check made out to
"Telegen Corporation" in an amount equal to the aggregate purchase price for the
Units (the "Payment") to an escrow account established by the Company's
Placement Agent as of the date hereof.
(B) The undersigned understands that the Payment (or, in the case of
rejection of a portion of the undersigned's subscription, the part of the
Payment relating to such rejected portion) will be returned promptly, without
interest or deduction, if the undersigned's subscription is rejected in whole or
in part. The Company, if it accepts this subscription, or part thereof and
receipt by the Company of the Payment, will promptly provide written notice to
the undersigned of receipt and acceptance of such subscription, or part thereof.
Subject to the acceptance by the Company of the subscription, or part thereof,
the Company shall cause to be issued to the undersigned with reasonable
promptness the number of Units represented by the accepted portion of the
subscription.
(C) The undersigned hereby agrees to be bound hereby upon (i) execution
and delivery to the Company of the signature page to this Subscription
Agreement, (ii) acceptance by the Company of the undersigned's subscription (the
"Subscription"), (iii) the form of the Warrant attached hereto as Exhibit A
which specifies the rights afforded to the Warrant (the "Warrant Agreement") ,
and (iv) the form of the Convertible Promissory Note attached hereto as Exhibit
B, the "Note"). This Agreement, the Warrant Agreement, and the Note shall
constitute the Unit Agreements.
II. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED.
The undersigned hereby represents and warrants to and agrees with the
Company as follows:
(A) Authorization; Residence Address. This Agreement constitutes the
undersigned's valid and legally binding obligation, enforceable in accordance
with its terms. The undersigned's residence address is as set forth on the
signature page hereto.
(B) Purchase Entirely for Own Account. This Agreement is made with the
undersigned in reliance upon the undersigned's representation to the Company,
which by the undersigned's execution of this Agreement the undersigned hereby
confirms, that the Units will be acquired for investment for the undersigned's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the undersigned has no present
intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Agreement, the undersigned further represents that
the undersigned does not presently have any contract, undertaking, agreement, or
arrangement with any person to sell, transfer, or grant participations to such
person or to any third person, with respect to any portion of the Units. The
undersigned represents that it has full power and authority to enter into this
Agreement.
(C) Qualified Investor. The undersigned represents and warrants that it
is an "Accredited Investor" as that term is defined in Rule 501(a) promulgated
pursuant to the Securities Act of 1933, as amended (the "Act"). The undersigned
also represents and warrants that it either has a pre-existing business or
personal relationship with the Company or any of its officers, directors, or
controlling persons, or by reason of the undersigned's business or financial
experience or the business or financial experience of the undersigned's
professional advisors who are unaffiliated with and who are not compensated by
the Company, directly or indirectly could be reasonably assumed to have the
capacity to evaluate the merits and risks of an investment in the Company and to
protect the undersigned's own interests in connection with these transactions.
(D) Disclosure of Information. The undersigned understands that the
Company is a public reporting Company under the 1934 Act and that it is current
on its reporting requirements and that such reports represent all the
information the undersigned considers necessary or appropriate for deciding
whether to acquire the Units, and that in particular, the undersigned has been
furnished with and has carefully read the Company's Annual Report on Form 10-K
dated March 31, 1997, amended on April 9 and April 30, 1997, the Proxy Statement
delivered to the Company's Shareholders dated July 9, 1997, Quarterly Report on
Form 10-Q dated May 15, 1997, the Quarterly Report on Form 10-Q dated August 14,
1997, Current Reports on Form 8-K dated January 15, 1997 (amended March 14,
1997), January 21, 1997, February 7, 1997, March 25, 1997, May 9, 1997, May 19,
1997, July 8, 1997, August 11, 1997, August 19, 1997 and October 15, 1997, the
Company's press releases dated August 7, 1997 and August 19, 1997, the Company's
disclosure regarding its common stock subscription offering in August 1997, the
Company's press release dated October 31, 1997, and the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 1997 (the "Disclosure
Documents").
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(E) Investment Experience. The undersigned is an investor in securities
of companies in the development stage and acknowledges that it is able to fend
for itself, can bear the economic risk of its investment, and has directly, or
indirectly through its agents, advisors or other persons on which it relies,
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Stock. The
undersigned also represents it has not been organized for the purpose of
acquiring the Units. The undersigned further represents that it has had an
opportunity to review the Unit Agreements and ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Units.
(F) Restricted Securities. The undersigned understands that the Note,
the Warrant, and the shares of Common Stock issuable upon conversion thereof
will be characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such shares may be resold without registration under the Act, only in certain
limited circumstances.
(G) Further Limitations on Disposition. Without in any way limiting the
representations set forth above, the undersigned further agrees not to make any
disposition of all or any portion of the Stock unless and until:
(a) There is then in effect a Registration Statement under the
Act covering such proposed disposition and such disposition is made in
accordance with such Registration Statement; or
(b) (i) The undersigned shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii)
the undersigned shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration under the Act.
(H) Responsibility for Tax Consequences. The undersigned has had an
opportunity to review the federal, state, local, and foreign tax consequences of
this investment and the transactions contemplated by the Unit Agreements
(including any tax consequences that may result now or in the future under
recently enacted tax legislation) and has had the opportunity to consult with
his tax advisors, if any, regarding such consequences. The undersigned
acknowledges that he is not relying on any statements or representations of the
Company or any of its agents in regard to such tax consequences and understands
that he (and not the Company) shall be responsible for his own tax liability
that may arise as a result of this investment or the transactions contemplated
by the Unit Agreements. The undersigned acknowledges that the Company has no
obligation in regard to the future conduct of its business to act or refrain
from acting in any manner, regardless of the loss of any tax benefit to Investor
in connection with the purchase, ownership, or sale of the Units or Common Stock
issuable upon conversion thereof, which may result from such action or inaction.
(I) Legends. It is understood that the Units and the shares of Common
Stock issuable upon conversion thereof and any securities issued in respect
thereof or exchange therefor may bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
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(b) Any legend required by the laws of the State of
California, including any legend required by the California Department of
Corporations or by the laws of any other state or jurisdiction.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
(A) SEC Documents. The Company has made available to the undersigned a
true and complete copy of the Disclosure Documents. As of their respective
filing dates, the Company has made all necessary filings with the Securities and
Exchange Commission ("SEC"), the Company's SEC Documents (as defined below)
comply in all material respects with the requirements of the Securities Exchange
Act of 1934 or the Securities Act of 1933, as amended, and none of the Company's
SEC Documents contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading. For purposes of this section, the SEC Documents shall mean the
Disclosure Documents, except for Exhibits G and H thereto.
(B) Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California, and has all requisite corporate power and authority to carry on its
respective businesses as now conducted. The Company is qualified as a foreign
corporation in any jurisdiction in which a failure to so qualify would have a
material adverse effect on the Company.
(C) Power, Authorization and Validity.
(a) The Company has the corporate power and authority to
execute and deliver, and to consummate the transactions contemplated by the Unit
Agreements to which it is or will be a party and to perform its obligations
under each of them. This Subscription has been duly and validly approved and
authorized by the Company. The execution and delivery of, and the consummation
of the transactions contemplated by, each of the Unit Agreements to which the
Company is or will be a party has been duly authorized by all necessary
corporate action on the part of the Company.
(b) No consent, approval, order or authorization of, or
registration, declaration or filing with, any governmental entity, is required
by or with respect to the Company in connection with the execution and delivery
of, and the consummation by it of the transactions contemplated by any of the
Unit Agreements to which the Company is or will be a party, except for causing
the Registration Statement to be declared effective by the SEC.
(c) Each of the Unit Agreements to which the Company is or
will be a party has been, or upon its execution and delivery by the Company will
have been, duly executed and delivered by it, and constitutes or will constitute
upon its execution and delivery, a valid and binding obligation of the Company,
enforceable in accordance with its terms.
(D) No Violation of Existing Agreements. Neither the execution and
delivery of the Unit Agreements nor the consummation of the transactions
contemplated hereby or thereby will conflict with, or result in a material
breach or violation of, any provision of the Articles of Incorporation or Bylaws
of the Company, as currently in effect, any material instrument or contract to
which the Company is a party or by which any such party is bound, or any
federal, state or local judgment, writ, decree, order, statute, rule or
regulation applicable to any such person. Neither the execution and delivery of
the Unit Agreements, nor the consummation of the transactions contemplated
hereby or thereby will directly have a material adverse effect on the Company.
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(E) Financial Statements. The unaudited financial statements of the
Company included in its Form 10-Q for the quarterly period ending September 30,
1997, as filed with the Securities and Exchange Commission, have been prepared
in accordance with GAAP and present fairly the financial policies of the Company
as of such date and the results of operations, equity transactions and changes
in financial position of the Company for the periods indicated, except as may be
indicated therein or in the notes thereto.
(F) Borkers or Finders. The Company has not incurred, and will not
incur, directly or indirectly, as a result of any action taken by the Company
any liability for brokerage of finders' fees or agents' commissions or any
similar charges in connection with this Subscription Agreement or any
transaction contemplated thereby, except for a 10% cash commission, along with a
warrant to purchase 80,000 shares of the Company's Common Stock on the same
terms as the Warrant offered hereunder for every $500,000 raised by the Company
in this Convertible Note and Common Stock Warrant offering, paid to the
Company's Placement Agent.
IV. UNDERSTANDINGS.
The undersigned understands, acknowledges and agrees with the Company
as follows:
(A) This Subscription may be rejected, in whole or in part, by the
Company, in its sole and absolute discretion, notwithstanding prior receipt by
the undersigned of notice of acceptance of the undersigned's Subscription.
(B) The undersigned hereby acknowledges and agrees that the
Subscription hereunder is irrevocable by the undersigned; that, except as
required by law, the undersigned is not entitled to cancel, terminate, or revoke
the Unit Agreements or any agreements of the undersigned hereunder or
thereunder, and that the Unit Agreement shall survive the death or disability of
the undersigned and shall be binding upon and inure to the benefit of the
parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the undersigned is more than one
person, the obligations of the undersigned hereunder shall be joint and several
and the agreements, representations, warranties, and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person and
his/her heirs, executors, administrators, successors, legal representatives and
permitted assigns.
(C) California Corporate Securities Law. THE SALE OF THE SECURITIES
THAT IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH
SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF
SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF
THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE
IS SO EXEMPT.
(D) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHER MORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETER MINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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V. REGISTRATION RIGHTS
(A) The undersigned will be entitled to registration rights as follows:
the Company shall prepare and file within thirty (30) days of the date hereof, a
registration statement on Form S-3 or any other Form that is available to the
Company at that time (the "Registration Statement") covering the resale of the
Common Stock issued upon conversion of the Note and upon exercise of the
Warrant. The Company further agrees to use its best efforts to cause the
Registration Statement to be declared effective by the Securities and Exchange
Commission within ninety (90) days after the initial filing of the Registration
Statement. The Company shall pay all expenses of such registration and shall
maintain the effectiveness of such Registration Statement for so long as the
Common Stock sold hereunder and Common Stock issuable under the Warrants cannot
be freely resold pursuant to Rule 144. A cash penalty of 2% of the consideration
paid for the Units purchased hereunder shall accrue every thirty (30) day period
beyond one hundred and twenty (120) days from date of this Subscription
Agreement that the Registration Statement fails to be effective and such penalty
shall be paid within thirty (30) days of the end of every such period.
VI. MISCELLANEOUS.
(A) Neither this Subscription Agreement nor any provision hereof shall
be waived, modified, changed, discharged, terminated, revoked, or canceled,
except by an instrument in writing effecting the same signed by the Company and
a majority in interest of the holders of the Common Stock purchased pursuant to
this Subscription offering.
(B) Failure of the Company to exercise any right or remedy under this
Subscription Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, will not operate as a waiver thereof. No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.
(C) This Subscription Agreement shall be enforced, governed, and
construed in all respects in accordance with the laws of the State of
California, and shall be binding upon the undersigned, the undersigned's heirs,
estate, legal representatives, successors and assigns and shall inure to the
benefit of the Company, its successors, and assigns. Any provision hereof that
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.
(D) This Subscription Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties hereto.
(E) This Subscription Agreement and the signature pages hereto may be
signed in counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
VII. SIGNATURES.
THE COMPANY
By: ___________________________________________________
Fred Kashkooli, Chief Executive Officer
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THE PURCHASER
The signature page for the purchaser of Units under this Subscription Agreement
is contained as part of the Subscription Package and is entitled "Signature
Page."
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Signature Page Instructions
Each individual investor should then complete all requested information
on page A-1. Investors purchasing through an estate planning, family, or
retirement trust should complete all requested information on page B-1.
Investors purchasing through an Individual Retirement Account should complete
all requested information on page C-1. Investors purchasing as a corporation
should complete all requested information on page D-1.
If you have any questions concerning the form of investment entity or
the correct signature page to use, please contact the individual identified in
Section III of the Subscription Instructions. All documents should then be
returned to Wilson, Sonsini, Goodrich & Rosati at the address identified in the
Subscription Instructions. Investors purchasing as a partnership should complete
all requested information on page E-1.
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TELEGEN CORPORATION
INDIVIDUAL SIGNATURE PAGE
Your signature on this Individual Signature Page evidences your
agreement to be bound by the Subscription Agreement.
The undersigned investor, hereby subscribes to ______________________
Units (each unit consisting of a Convertible Promissory Note evidencing $50,000
of indebtedness and a Warrant for ten thousand shares of Common Stock at an
exercise price of $2.25 per share) of Telegen Corporation subject to the terms
and conditions of this Subscription Agreement at a purchase price of $50,000 per
Unit (as defined in the Subscription Agreement) for an aggregate purchase price
of $______________ (the "Funds"). Stock certificates for the Common Stock and
Warrant agreement purchased hereunder will be delivered to the undersigned as
soon as practicable after receipt of the Funds and acceptance of this
Subscription Agreement by the Company.
The undersigned represents that (i) he or she has read and understands
this Subscription Agreement and the Warrant Agreement (as defined in the
Subscription Agreement), (ii) the representations and warranties made by the
undersigned in the Subscription Agreement are true, and (iii) he or she will
telephone the Company immediately if any material change in any of the
representations and warranties contained in the Subscription Agreement occurs
before the acceptance of his or her subscription and will promptly send the
Company written confirmation of such change.
Section 1. Form of Ownership. The purchaser wishes to take title to the Shares
with the following form of ownership:
_____ Individual, as separate property.
_____ Individual Joint Tenants With Right of Survivorship (Both parties must sign below).
_____ Tenants in Common (Both parties must sign below).
_____ Husband and Wife, as Community Property. (One signature required if interest held in
one name--i.e., managing spouse, and two signatures required if interest held in both
names).
Section 2. Title.
Please indicate exactly how you wish the name of the holder to appear
on the certificate representing the Shares:_____________________________________
Section 3. Signatures.
Signatory 1 (Individual) Signatory 2 (Individual)
Name: _____________________________________________ ___________________________________________
Signature: _____________________________________________ ___________________________________________
Social Security Number: _____________________________________________ ___________________________________________
Residence Address: _____________________________________________ ___________________________________________
_____________________________________________ ___________________________________________
Mailing Address: _____________________________________________ ___________________________________________
Home Phone: _____________________________________________ ___________________________________________
Work Phone: _____________________________________________ ___________________________________________
Date: _____________________________________________ ___________________________________________
A-1
TELEGEN CORPORATION
TRUST SIGNATURE PAGE
Your signature on this Trust Signature Page evidences the agreement by
the Trustee(s), on behalf of the Trust, to be bound by the Subscription
Agreement.
(A) The undersigned investor, hereby subscribes to
______________________ Units (each unit consisting of a Convertible Promissory
Note evidencing $50,000 of indebtedness and a Warrant for ten thousand shares of
Common Stock at an exercise price of $2.25 per share) of Telegen Corporation
subject to the terms and conditions of this Subscription Agreement at a purchase
price of $50,000 per Unit (as defined in the Subscription Agreement) for an
aggregate purchase price of $______________ (the "Funds"). Stock certificates
for the Common Stock and Warrant Agreements purchased hereunder will be
delivered to the undersigned as soon as practicable after receipt of the Funds
and acceptance of this Subscription Agreement by the Company.
(B) The undersigned trustees represent that (a) the representations and
warranties made by the undersigned and contained in the Subscription Agreement
are accurate, and (b) the Trust will notify the Company (contact by telephone at
the number contained on page iii hereof) immediately if any material change in
any of the representations and warranties occurs before the acceptance of the
Trust's subscription and will promptly send the Company written confirmation of
such change.
(C) The undersigned trustee(s) hereby certify that they have read and
understand this Subscription Agreement and the Warrant Agreement (as defined in
the Subscription Agreement).
(D) The undersigned trustees hereby represent and warrant that the
persons signing this Subscription Agreement on behalf of the Trust are duly
authorized to acquire the Shares and sign this Subscription Agreement on behalf
of the Trust and, further, that the undersigned Trust has all requisite
authority to purchase such Shares and enter into this Subscription Agreement.
Please Type or Print the Exact Legal Title of Trust as follows: Trustee's name,
as trustee for [Name of Grantor] under Agreement [or Declaration] of Trust dated
[Date of Trust Formation]
Title: _________________________________________________________________________________________________________________
Name of Name of
Trustee: _________________________________________________ Trustee: ________________________________________________
(Please Type or Print) (Please Type or Print)
By: ______________________________________________________ By: _____________________________________________________
(Signature of Trustee) (Signature of Trustee)
Date: ____________________________________________________ Date: ____________________________________________________
B-1
TELEGEN CORPORATION
IRA SIGNATURE PAGE
The signature of the Custodian on this IRA Signature Page evidences the
agreement of the Custodian to be bound by the Subscription Agreement.
(A) The undersigned investor, hereby subscribes to
______________________ Units (each unit consisting of a Convertible Promissory
Note evidencing $50,000 in indebtedness and a Warrant for ten housand shares of
Common Stock at an exercise price of $2.25 per share) of Telegen Corporation
subject to the terms and conditions of this Subscription Agreement at a purchase
price of $50,000 per Unit (as defined in the Subscription Agreement) for an
aggregate purchase price of $______________ (the "Funds"). Stock certificates
for the Common Stock and Warrant agreements purchased hereunder will be
delivered to the undersigned as soon as practicable after receipt of the Funds
and acceptance of this Subscription Agreement by the Company.
(B) The undersigned purchaser represents that (a) the representations
and warranties made by the undersigned and contained in the Subscription
Agreement are accurate and (b) the purchaser will notify the Company (contact by
telephone at the number contained on page iii hereof) immediately if any
material change in any of the representations and warranties occurs before the
acceptance of the purchaser's Subscription and will promptly send the Company
written confirmation of such change.
(C) The undersigned Custodian and purchaser hereby certify that they
have read and understand this Subscription Agreement and the Warrant Agreement
(as defined in the Subscription Agreement).
(D) The undersigned Custodian hereby represents and warrants that the
persons signing this Subscription Agreement on behalf of the Custodian are duly
authorized to sign this Subscription Agreement on behalf of the Custodian and,
further, that the undersigned Custodian has all requisite authority to purchase
such Shares and enter into this Subscription Agreement on behalf of the
undersigned purchaser.
Please Type or Print the Exact Legal Title of Trust as follows: Custodian's
name, as Custodian for Individual Retirement Account of [Name of Purchaser].
Title: ________________________________________________________________________________________________________________________
Account Number: _______________________________________________________________________________________________________________
Name of Name of
Custodian: ________________________________________________ Purchaser: _____________________________________________________
(Please Type or Print) (Please Type or Print)
By: _______________________________________________________ By: ____________________________________________________________
(Authorized Signature) (Signature of Purchaser)
Title: ____________________________________________________
Date: _____________________________________________________ Date: __________________________________________________________
C-1
TELEGEN CORPORATION
CORPORATION SIGNATURE PAGE
Your signature on this Corporation Signature Page evidences the
agreement by the officer(s), on behalf of the corporation, to be bound by the
Subscription Agreement.
(A) The undersigned investor, hereby subscribes to
______________________ Units (each unit consisting of a Convertible Promissory
Note evidencing $50,000 of indebtedness and a Warrant for ten thousand shares of
Common Stock at an exercise price of $2.25 per share) of Telegen Corporation
subject to the terms and conditions of this Subscription Agreement at a purchase
price of $50,000 per Unit (as defined in the Subscription Agreement) for an
aggregate purchase price of $______________ (the "Funds"). Stock certificates
for the Common Stock and Warrant agreements purchased hereunder will be
delivered to the undersigned as soon as practicable after receipt of the Funds
and acceptance of this Subscription Agreement by the Company.
(B) The undersigned officers represent that (a) the representations and
warranties made by the undersigned and contained in the Subscription Agreement
are accurate and (b) the Corporation will notify the Company (contact by
telephone at the number contained on page iii hereof) immediately if any
material change in any of the representations and warranties occurs before the
acceptance of the corporation's subscription and will promptly send the Company
written confirmation of such change.
(C) The undersigned officer(s) hereby certify that they have read and
understand this Subscription Agreement and the Warrant Agreement (as defined in
the Subscription Agreement).
(D) The undersigned officers hereby represent and warrant that the
persons signing this Subscription Agreement on behalf of the Corporation are
duly authorized to acquire the Shares and sign this Subscription Agreement on
behalf of the Corporation and, further, that the undersigned Corporation has all
requisite authority to purchase such Shares and enter into this Subscription
Agreement.
Name of
Corporation: ___________________________________________________________________________________________________________
Address of
Principal Offices: _____________________________________________________________________________________________________
Authorized Authorized
Officer: __________________________________________________ Officer: ________________________________________________
(Please Type or Print) (Please Type or Print)
By: ________________________________________________________ By: ______________________________________________________
(Signature of Authorized Officer) (Signature of Authorized Officer)
Date: ______________________________________________________ Date: ____________________________________________________
D-1
TELEGEN CORPORATION
PARTNERSHIP SIGNATURE PAGE
Your signature on this Partnership Signature Page evidences the
agreement by the partner(s), on behalf of the undersigned Partnership, to be
bound by the Subscription Agreement.
(A) The undersigned, hereby subscribes to ______________________ Units
(each unit consisting of a Convertible Promissory Note evidencing $50,000 of
indebtedness and a Warrant for ten thousand shares of Common Stock at an
exercise price of $2.25 per share) of Telegen Corporation subject to the terms
and conditions of this Subscription Agreement at a purchase price of $50,000 per
Unit (as defined in the Subscription Agreement) for an aggregate purchase price
of $______________ (the "Funds"). Stock certificates for the Common Stock and
Warrant agreements purchased hereunder will be delivered to the undersigned as
soon as practicable after receipt of the Funds and acceptance of this
Subscription Agreement by the Company.
(B) The undersigned partners represent that (a) the representations and
warranties made by the undersigned and contained in the Subscription Agreement
are accurate and (b) the Partnership will notify the Company (contact by
telephone at the number contained on page iii hereof) immediately if any
material change in any of the representations and warranties occurs before the
acceptance of the Partnership's subscription and will promptly send the Company
written confirmation of such change.
(C) The undersigned partner(s) hereby certify that they have read and
understand this Subscription Agreement and the Warrant Agreement (as defined in
the Subscription Agreement).
(D) The undersigned partners hereby represent and warrant that the
persons signing this Subscription Agreement on behalf of the Partnership are
duly authorized to acquire the Shares and sign this Subscription Agreement on
behalf of the Partnership and, further, that the undersigned Partnership has all
requisite authority to purchase such Shares and enter into this Subscription
Agreement.
Name of
Corporation: ___________________________________________________________________________________________________________
Address of
Principal Offices: _____________________________________________________________________________________________________
Authorized Authorized
Officer: __________________________________________________ Officer: ________________________________________________
(Please Type or Print) (Please Type or Print)
By: ________________________________________________________ By: ______________________________________________________
(Signature of Authorized Officer) (Signature of Authorized Officer)
Date: ______________________________________________________ Date: ____________________________________________________
E-1