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EXHIBIT 10.32
POCKET COMMUNICATIONS, INC.
Class B Non-voting Common Stock
Subscription Agreement
THIS SUBSCRIPTION AGREEMENT ("Subscription Agreement") is made
by and between POCKET COMMUNICATIONS, INC., a Maryland corporation formerly
known as DCR Communications, Inc. (the "Company") and the undersigned (the
"Subscriber"), who is subscribing hereby for the number of shares of Class B
Non-voting Common Stock, par value one cent ($.01) per share, of the Company
(the "Common Stock") set forth below.
In consideration of the Company's agreement to sell shares of
Common Stock to the Subscriber upon the terms and conditions set forth herein,
the Subscriber agrees with, and represents and warrants to, the Company as
follows:
A. SUBSCRIPTION.
1. The Subscriber, BOOZ-ALLEN & HAMILTON INC., a
corporation organized under the laws of Delaware, hereby subscribes for
Ninety-three Thousand Seven Hundred Fifty (93,750) shares of Common Stock
("Shares") at a price of Eight Dollars and 00/100 ($8.00) per share for an
aggregate purchase price of Seven Hundred Fifty Thousand Dollars ($750,000)
("Purchase Price"). As consideration for the Shares of Common Stock
hereinafter subscribed for, the Subscriber has agreed to provide to the Company
customer care system consulting services for the Las Vegas, Nevada, PCS
telephone network currently under development by the Company, which services
shall have an invoice value as approved by the Company of not less than One
Million Five Hundred Thousand Dollars ($1,500,000) and which services shall be
provided pursuant to the terms of that certain letter of proposal, dated June
28, 1996, from the Subscriber to the Company ("Customer Agreement"). As
invoices are submitted by Subscriber and approved by the Company for services
rendered and expenses incurred ("Approved Sum") pursuant to the Customer
Agreement, the Company shall pay such invoice and the Subscriber shall accept
said payment by the issuance to Subscriber of that number of Shares equal to
the Approved Sum divided by eight (8), rounded to the nearest whole Share.
Completed Subscription Agreement, including
Attachment A should be sent to:
Pocket Communications, Inc.
2550 M Street N.W., Suite 200
Washington, D.C. 20037
Attn: Daniel C. Riker
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2. The Subscriber understands and acknowledges that:
(a) This subscription may be accepted or rejected
in whole or in part by the Company, in its sole and absolute discretion. The
Subscriber shall not have any of the rights of a stockholder of the Company,
and any sale of Shares of Common Stock to the Subscriber shall not be deemed to
occur, until the Subscriber's offer is accepted in writing. The Subscriber
shall not have any recourse against the Company if a subscription is rejected
in whole or in part. The Company shall notify the Subscriber in writing of the
acceptance or rejection of this subscription. Upon acceptance of this
subscription, the Company will forthwith return to the Subscriber a copy of
this Subscription Agreement duly executed on behalf of the Company;
(b) This subscription is and shall be irrevocable
except that the Subscriber shall have no obligations hereunder in the event
that this subscription is for any reason rejected;
(c) No federal or state agency has made any
finding or determination as to the fairness of this offering for investment,
nor any recommendation or endorsement of the Common Stock;
(d) Because the Shares have not been registered
under the Securities Act of 1933, as amended (the "Act"), or applicable state
securities laws, the Shares cannot be resold unless subsequently registered
under the Act and such laws or an exemption from such registration is
available; the Company is not obligated to file a notification under a
registration statement under the Act; and the Shares are "restricted
securities" as that term is so defined under Rule 144, adopted under the Act,
which rule governs the possible disposition of the Shares. The Company is and
will be under no obligation to register the Shares under the Act, except as
provided in Section A.3 below.
3. The Subscriber and the Company agree that:
(a) Upon the earlier to occur of (i) the
completion of the IPO (hereinafter defined) and (ii) January 31, 1997, if the
Lowest Purchase Price received by the Company for Common Stock is less than
Eight and 00/100 Dollars ($8.00) per share, the Company shall issue to
Subscriber that number of shares of Common Stock (rounded to the nearest whole
share) (hereinafter, "Additional Shares") which, when added to the number of
Shares to be issued to Subscriber pursuant to the terms of this Subscription
Agreement shall result in Subscriber receiving that number of shares of Common
Stock that Subscriber would have received in exchange for the Purchase Price
if, as of the date of this Subscription Agreement, the per share purchase price
for the Common Stock had been the Lowest Purchase Price. For purposes of this
Subscription
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Agreement, unless expressly provided otherwise, the term "Shares" shall include
Additional Shares, if any. The "Lowest Purchase Price" shall be the lowest per
share purchase price paid to the Company for the Common Stock from and after
August 1, 1996 until the first to occur of (i) the completion of the IPO and
(ii) January 31, 1997; provided, however, that the following transactions shall
not be included in determining the Lowest Purchase Price: (a) a sale or
issuance of securities pursuant to any agreement entered into prior to the date
hereof, including, but not limited to, the issuance of securities pursuant to
warrants or conversion rights granted by the Company; (b) a sale or issuance of
securities, including options, that are issued exclusively to Control Group
members (as that term is defined in Part 24 of the rules and regulations of the
FCC); (c) a sale or issuance of securities, including options, to (i) employees
and/or directors of the Company pursuant to stock option, stock bonus or stock
incentive and/or compensation plans duly approved by the Board of Directors of
the Company, (ii) any third parties who receive or are issued securities solely
as a finder's fee, consulting fee, brokerage fee or as compensation for
identifying investors in the Company, (iii) any person or entity as
consideration of the purchase by the Company of assets and/or services,
including, but not limited to, the purchase of names or marks or the right to
use names or marks, (iv) Gloria Borland, Gloria Borland Hawaii PCS, Inc. or any
affiliate thereof, or (v) any partner(s) in DCR Pacific PCS Limited Partnership
or any affiliate of any partner(s) in exchange for or in connection with their
interests in the Partnership; and (d) a repurchase by the Company and/or a
resale by the Company or others (including, for purposes hereof, any issuance
and sale by the Company of up to One Million Eight Hundred Thousand Seven
Hundred Twenty-nine (1,800,729) shares of its common stock at $.83 per share,
which sale is related to such repurchase) of any and all shares of common stock
of the Company currently held by Westinghouse Electric Corporation, and any
assignment thereof.
(b) All references to Common Stock in this
Subscription Agreement shall mean Class B Non-voting Common Stock, par value
one cent ($.01) per share, as the same may be modified or exchanged in any
reclassification or recapitalization of the Company. The recapitalization
currently contemplated by the Company provides for the exchange of all shares
of Class A Common Stock held Non-Control Group Investors, par value $.01 per
share, and all shares of Class B Non-Voting Common Stock, par value $.01 per
share, into shares of Class B Voting Common Stock, par value $.01 per share.
(c) The Company agrees to endeavor to register
the Shares through a "shelf registration" to be filed with the Securities and
Exchange Commission ("Commission") following any applicable lock-up period
after the IPO, which lock-up period is anticipated to be approximately one
hundred eighty (180) days. In the event that such a shelf registration shall
not become effective
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within ninety (90) days following the end of the IPO lock-up period, the
Subscriber shall have the right to two (2) demands for registration of the
Shares held by the Subscriber at the expense of the Company (except for
underwriters' discounts and brokers' commissions, which shall be payable by the
Subscriber). With respect to each and every registration effected pursuant to
the terms and provisions hereof, each such registration shall be subject to any
cutback that is required by the Company's underwriters. At the Company's
election, other holders of the Company's Common Stock shall have the right to
piggyback on any such registration; provided, however, that in the event of any
cutback required by the underwriters, the cutback will be made pro rata among
the Subscriber and all persons exercising such registration rights. In
addition, the Subscriber shall have unlimited piggyback rights with respect to
any other Company registration statement other than the IPO (whether or not
such relates to shares being sold by the Company or others), subject to
underwriters' cutback; provided, however that any cutback by the underwriters
will be made pro rata among the Subscriber and all persons exercising such
registration rights.
(d) Subscriber covenants and agrees to furnish to
the Company annually a list of any commercial mobile radio service or private
mobile service ("CMRS") licenses attributable to Subscriber and to the Company
by virtue of Subscriber's investment in the Company pursuant to 47 CFR Sections
24.206 and 20.6.
(e) For purposes of this Subscription Agreement, IPO
means the first sale of stock of the Company to the public through an
underwritten public offering where the Corporation's securities are listed on
an established national stock exchange or are admitted to quotation on the
National Association of Securities Dealer Automated Quotation System, which
produces gross proceeds of at least Twenty-Five Million and 00/100 Dollars
($25,000,000) pursuant to a registration statement filed with, and declared
effective by, the Commission under the Act.
B. REPRESENTATIONS AND WARRANTIES
1. The Subscriber hereby represents, warrants and agrees
that:
(a) It is acquiring the Shares for its own
account for investment and not with a view to distribution or resale, and
agrees (i) not to sell, hypothecate, or otherwise dispose of the Shares unless
the Shares have been registered under the Act and applicable state securities
laws or, in the opinion of counsel approved by the Company, an exemption from
the registration requirements of the Act and such laws is available and (ii)
not to act in any way that would constitute it be an "underwriter" of such
shares within the meaning given that term by the Act;
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(b) Each of the answers in the Purchaser
Questionnaire, which is attached to this Subscription Agreement as Attachment A
and incorporated by reference herein, is true, complete, and correct;
(c) It is a sophisticated investor with a high
degree of business sophistication and it is not relying on the expertise or
experience of an advisor in making this investment decision; it is a
sophisticated institutional or corporate investor as well as an "accredited
investor" as defined in Rule 501(a) under the Act; the Subscriber agrees to
provide such additional information as may be reasonably required by the
Company for compliance with any applicable state or federal securities laws;
(d) It has adequate net worth and means of
providing for its current needs and could sustain a complete loss of its
investment in the Company; it has no need for liquidity in this investment in
the Shares.
(e) It has received and reviewed all financial
and other information that has been provided by the Company, including the
Descriptive Memorandum of the Company dated June, 1996 ("Descriptive
Memorandum"); the Company has made available to it all documents that have been
requested relating to an investment in the Company and has provided it the
opportunity to ask, and has provided answers to, all of its questions
concerning the offering and investment in the Company; and, in evaluating the
suitability of an investment in the Company, it has relied only on the
information contained in any documents or written answers so furnished to it by
the Company;
(f) It recognizes that investment in the Company
involves substantial risks and that it has taken full cognizance of and
understands all of the risks related to the purchase of Shares, including but
not limited to those set forth under the caption "Risk Factors" in the
Descriptive Memorandum;
(g) It has had the opportunity to discuss with
appropriate professional, legal, tax and financial advisors the suitability of
an investment in the Company for the Subscriber's particular financial
situation;
(h) The Subscriber is acquiring the interest in
the Company after having received and reviewed such financial information and
other data as was necessary in order to make an informed investment decision;
(i) No statement, printed material, or inducement
that is contrary to the information contained in the Descriptive Memorandum has
been given or made on behalf of the Company to the Subscriber; and
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(j) Subscriber does not own five percent (5%) or
more of the ownership interests (as such term is defined in 47 CFR Section
24.229) in any other entity that bid in the FCC C-Block Auction, or the FCC
C-Block Reauction or hold any officer or director positions attributable to the
Subscriber in such entities. Subscriber does not own five percent (5%) or more
of the ownership interests (as defined in 47 CFR Section 24.229) in any PCS
A/B-block licensees or hold any officer or director positions attributable to
Subscriber for any such licensee, and does not own five percent (5%) or more of
the ownership interests (as defined in 47 CFR Sections 24.204 and 20.6) in any
cellular, SMRS or other CMRS licensee or applicant or hold any officer or
director positions attributable to Subscriber in such entities.
(k) The Subscriber is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its organization and is qualified to do business and in good standing as a
foreign corporation under the laws of each jurisdiction in which the conduct of
the business of the Subscriber would require such registration or qualification
and in which the failure to so qualify could have a material adverse effect on
the business of the Subscriber.
(l) The execution, delivery and performance by
the Subscriber of this Subscription Agreement have been duly authorized by all
necessary action and this Subscription Agreement has been duly executed and
delivered and, when executed and delivered by the Company, will constitute the
legal, valid, binding and enforceable obligation of the Subscriber, subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
receivership, conservatorship, or other similar laws, regulations or procedures
of general applicability now or hereafter in effect relating to or affecting
creditors' or other obligees' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
(m) Neither the execution and delivery of this
Agreement by the Subscriber, nor the consummation of the transactions herein
contemplated will, with or without the giving of notice or the passage of time,
or both, violate or conflict with, result in a material breach of, loss of
rights or constitute a default under any covenant or agreement to which the
Subscriber is a party or by which the Subscriber is bound, or any judgment,
order, decree, law, rule or regulation to which the Subscriber is subject, or
its certificate of incorporation or by-laws.
(n) The Subscriber is not subject to any order,
judgment, decree or governmental restriction or a party to or threatened with
any litigation or arbitration, or other legal or administrative proceeding
investigation of any kind which would
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materially adversely affect, or which would prevent or hamper the transactions
contemplated by this Subscription Agreement; and the Subscriber is not charged
with, or to its knowledge under investigation with respect to any violation of
any provision of any federal, state or local law or administrative rule or
regulation or the decree of any court by which the Subscriber is bound which
would materially adversely affect, or which would prevent or hamper the
transaction contemplated by this Subscription Agreement.
(o) All corporate proceedings of the Subscriber
including, without limitation, all actions of the shareholders and/or directors
of the Subscriber, if any, necessary to approve the transactions contemplated
by this Subscription Agreement have been taken or will be taken prior to the
Closing Date.
(p) It has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Subscription Agreement.
THE FOREGOING REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
ARE TRUE AND ACCURATE AS OF THE DATE OF THE ACCEPTANCE HEREOF BY THE COMPANY
AND THE ADMISSION OF THE SUBSCRIBER AS A STOCKHOLDER. IF IN ANY RESPECT SUCH
REPRESENTATIONS AND WARRANTIES SHALL NOT BE TRUE AND ACCURATE PRIOR THERETO,
THE SUBSCRIBER WILL GIVE WRITTEN NOTICE OF SUCH FACT TO THE COMPANY, SPECIFYING
WHICH REPRESENTATIONS AND WARRANTIES ARE NOT TRUE AND ACCURATE AND THE REASONS
THEREFOR.
2. The Company hereby represents, warrants and agrees
that:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
organization and is qualified to do business and in good standing as a foreign
corporation under the laws of each jurisdiction in which the conduct of the
business of the Company would require such registration or qualification and in
which the failure to do so or the failure to so qualify could have a material
adverse effect on the business of the Company.
(b) The execution, delivery and performance by
the Company of this Subscription Agreement have been duly authorized by all
necessary action and this Subscription Agreement has been duly executed and
delivered and constitutes the legal, valid, binding and enforceable obligation
of the Company, subject to bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, receivership, conservatorship, or other similar laws,
regulations or procedures of general applicability now or hereafter in effect
relating to or affecting creditors' or other obligees' rights generally and
subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).
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(c) Neither the execution and delivery of this
Subscription Agreement by the Company, nor the consummation of the transactions
herein contemplated in accordance with the conditions set forth herein, will,
with or without the giving of notice or the passage of time, or both, violate
or conflict with, result in a material breach of loss of rights, or constitute
a default under, any covenant or agreement to which the Company is a party or
by which the Company is bound, or any judgment, order, decree, law, rule or
regulation to which the Company is subject, or its certificate of incorporation
or by-laws.
(d) Except as disclosed on Schedule 2(e) and
rulemaking proceedings of general applicability, the Company is not subject to
any order, judgment, decree or governmental restriction or a party to or
threatened with any litigation or arbitration, or other legal or administrative
proceeding investigation of any kind which would materially adversely affect,
or which would prevent or hamper the transactions contemplated by this
Subscription Agreement; and the Company is not charged with, or to its
knowledge under investigation with respect to any violation of any provision of
any federal, state or local law or administrative rule or regulation or the
decree of any court by which the Company is bound which would materially
adversely affect, or which would prevent or hamper the transaction contemplated
by this Subscription Agreement.
(e) All corporate proceedings of the Company
including, without limitation, all actions of the shareholders and/or directors
of the Company, if any, necessary to approve the transactions contemplated by
this Subscription Agreement have been taken or will be taken prior to the
Closing Date.
(f) It has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Subscription Agreement.
(g) Relying in part on the representations and
warranties of the Company set forth in Section B.1 above, the offering of the
Shares to the Company is exempt from registration under the Act.
(h) The Shares of Common Stock subscribed for
(other than the Additional Shares, the number of which cannot be determined)
have been duly authorized by the Company and, when issued and delivered by the
Company against payment therefor in accordance with the terms hereof, will be
validly issued, fully paid and non-assessable.
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C. TRANSFER RESTRICTIONS
1. The certificates evidencing the Shares of the Company
shall include provisions substantially in the form of the legend set forth
below, which the Subscriber has read and understands:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER APPLICABLE STATE SECURITIES ACTS (THE
"STATE ACTS") NOR IS SUCH REGISTRATION CONTEMPLATED. SUCH SECURITIES MAY NOT
BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR THE STATE
ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, EXCEPT UPON DELIVERY
TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE BOARD OF DIRECTORS
OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE
SUBMISSION TO THE BOARD OF DIRECTORS OF SUCH OTHER EVIDENCE SATISFACTORY TO THE
BOARD OF DIRECTORS TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN
VIOLATION OF THE ACT OR STATE ACTS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER.
2. The Company shall, from time to time, make stop
transfer notations in the Company's records to insure compliance with the Act
and the State Acts.
3. By accepting the certificates bearing the aforesaid
legend, the Subscriber agrees, prior to any transfer of the Shares of the
Company represented by the certificates, to give written notice to the Company
expressing its desire to effect such transfer and describing briefly the
proposed transfer and to deliver to the Company an opinion of counsel
satisfactory to the Board of Directors of the Company that registration is not
required for such transfer ("Opinion") or the submission to the Board of such
other evidence satisfactory to the Board of Directors to the effect that any
such transfer will not be in violation of the Act or State Acts or any rule or
regulation promulgated thereunder. Upon receiving such notice and Opinion (or
other satisfactory submission), the following provisions shall apply:
(a) The Company shall promptly thereafter notify
the stockholder desiring to transfer such shares of Common Stock, whereupon
such stockholder shall be entitled to transfer such shares of Common Stock, all
in accordance with the terms of the notice and Opinion delivered by such
stockholder to the Company and upon such further terms and conditions as shall
be required by the Company to assure compliance with the Act and the State
Acts, and the Company will deliver, upon surrender of the certificate
evidencing such shares of Common Stock, a new certificate not bearing a legend
of the character set forth above if such counsel agrees that such legend is no
longer required under the Act and the State Acts.
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(b) If, in the opinion of counsel for the
Company, the proposed transfer of such shares of Common Stock may not be
effected without registration of such shares of Common Stock under the Act and
the State Acts, a copy of such opinion shall be promptly delivered to the
stockholder who has proposed such transfer, and such proposed transfer shall
not be made unless such registration is then in effect.
D. INDEMNIFICATION
1. The Subscriber recognizes that the sale of the Shares
to the Subscriber is being made in reliance upon Subscriber's agreements,
representations and warranties set forth in this Subscription Agreement. The
Subscriber hereby agrees to indemnify the Company, its agents and controlling
persons for, and to hold each of them harmless against, any liability, loss,
damage, cost or expense (including reasonable attorneys' fees):
(a) arising from any sale or distribution of the
Shares by the Subscriber in violation of the Act, the State Acts or any other
applicable law; and/or
(b) which they may incur by reason of or in
connection with any misrepresentation made by the Subscriber with respect to
the matters about which representations and warranties are required by the
terms of this Subscription Agreement; and/or
(c) arising from any breach by Subscriber of any
such representations and warranties or any failure to fulfill any covenants or
agreements set forth herein.
2. The Company hereby agrees to indemnify the
Subscriber, its agents and controlling persons for, and to hold each of them
harmless against, any liability, loss, damage, cost or expense (including
reasonable attorneys' fees):
(a) arising from any sale or distribution of the
Shares by the Company in violation of the Act, the State Acts or any other
applicable law; and/or
(b) which they may incur by reason of or in
connection with any misrepresentation made by the Company with respect to the
matters about which representations and warranties are required by the terms of
this Subscription Agreement; and/or
(c) arising from any breach by Company of any
such representations and warranties or any failure to fulfill any covenants or
agreements set forth herein.
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E. EXECUTION OF AGREEMENT
If this Subscription Agreement is executed and delivered on
behalf of a partnership, corporation, limited liability company, trust, or
other entity, (1) the undersigned has been duly authorized to execute and
deliver this Subscription Agreement and all other instruments executed and
delivered on behalf of such partnership, corporation, limited liability
company, trust, or other entity in connection with the purchase of the Common
Stock, (2) the signature of the undersigned is binding upon such partnership,
corporation, limited liability company, trust, or other entity, (3) the
Subscriber has not been organized or reorganized for the specific purpose,
among other purposes, of acquiring shares of Common Stock of the Company, (4)
if a corporation, a copy of corporate resolutions authorizing and approving the
purchase of Common Stock hereunder, and the execution of any documents related
thereto, has been delivered with their Subscription Agreement, and (5) the
undersigned has delivered herewith the underlying partnership agreement,
corporate charter documents, operating agreement or trust agreement of such
entity and such other evidence of the ability of such partnership, corporation,
limited liability company, trust, or other entity to purchase the Shares as may
be requested by the Company.
F. MISCELLANEOUS
1. All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, or neuter and to the
singular or plural as the identity of the person or persons may require.
2. Notices required or permitted to be given hereunder
shall be in writing and shall be deemed to be sufficiently given when
personally delivered or when sent by registered or certified mail, return
receipt requested.
3. Failure of the Company to exercise any right or
remedy under this Subscription Agreement or any other agreement, 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.
4. The Subscriber and the Company agree that the
respective representations, warranties and agreements made by the Company and
the Subscribers herein or in any such certificate or other instrument shall
survive the delivery of and payment for the Common Stock.
5. The Subscription Agreement shall be enforced,
governed and construed in all respects in accordance with the laws of the State
of Maryland and, to the extent applicable, the laws of the
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United States of America. This Subscription Agreement and the rights, powers,
and duties set forth herein shall be binding upon the Subscriber, its legal
representatives, successors and assigns and shall inure to the benefit of the
Company, its successors and assigns. In the event that any provision of this
Subscription Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provisions hereof which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.
6. The undersigned certifies under the penalties of
perjury that the social security number or employer identification number
provided below and the information provided below with respect to Section
3406(a)(1)(C) of the Internal Revenue Code of 1986, as amended, is true,
correct and complete.
7. This Subscription Agreement (which incorporates the
Descriptive Memorandum by reference) states the entire agreement and
understanding of the parties and shall supersede all prior agreements and
understandings including but not limited to any term sheets previously provided
to the Subscriber. No amendment of this Subscription Agreement shall be made
without the express prior written consent of the parties.
8. This Subscription Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which
shall together constitute one instrument.
By executing this Subscription Agreement below, the Subscriber
agrees to be bound by all the terms, provisions, warranties and conditions
contained herein. Upon acceptance by the Company, this Subscription Agreement
shall be binding on both parties.
IN WITNESS WHEREOF, the Subscriber has executed this
Subscription Agreement as of the 19th day of August, 1996.
The Common Stock subscribed for hereby is being purchased as follows:
(Check One)
Partnership
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As Custodian, Trustee or Agent for ____________.
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X Corporation
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Limited Liability Company
-----
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SUBSCRIBER:
BOOZ-ALLEN & HAMILTON INC.
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Full Name of Entity
/s/ EDWARD G. GALGAY By: /s/ MARTIN G. HYMAN (SEAL)
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Edward G. Galgay
Vice President Martin G. Hyman
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Print Name of Individual signing
Vice President
--------------------------------
Print capacity of individual
signing
36-2513626
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Employer Identification Number
101 Park Avenue
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Business Address
New York, NY 10178
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212-697-1900
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Business Phone Number
This Subscription Agreement is
hereby confirmed and accepted:
POCKET COMMUNICATIONS, INC.
BY: /s/ DANIEL C. RIKER
------------------------------------
Daniel C. Riker,
Chairman of the Board and CEO
Date: August 19, 1996
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