- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) NOVEMBER 20, 1998
V-ONE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File No. 0-21511
-------
Delaware 52-1953278
- ------------------------------------ ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
- ------------------------------------ ---------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(301) 515-5200
-------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Item 5. Other Events.
On November 20, 1998, V-ONE Corporation, a Delaware corporation (the
"Company") sold 1,860,000 shares of its Common Stock, $0.001 par value per share
("Common Stock"), at $2.00 per share to a group of accredited investors pursuant
to its Placement Agent Agreement dated October 9, 1998, as amended, between the
Company and LaSalle St. Securities, Inc. ("LaSalle"). The shares of Common Stock
were sold pursuant to Rule 506 of Regulation D promulgated under the Securities
Act of 1933, as amended ("Securities Act"). The Company received $3,366,600 in
net sale proceeds after payment of commissions of 8% of the gross sale proceeds
and non-accountable expense allowance of 1.5% of the gross sale proceeds to
LaSalle.
LaSalle also received warrants in the aggregate to purchase 50,000 shares
of Common Stock at an exercise price of $2.125 per share. These warrants were
issued pursuant to Rule 506 of Regulation D promulgated under the Securities
Act.
On November 20, 1998, the Company also redeemed 2,462 shares of Series A
Convertible Preferred Stock ("Series A Shares") held by Advantage Fund II Ltd.
("Advantage") for $1,300 per share or $3,200,600 in the aggregate pursuant to
the terms of the Waiver Agreement dated as of September 22, 1998 between the
Company and Advantage. Advantage waived all accrued dividends on the Series A
Shares. The Series A Shares represented all of the shares of Series A
Convertible Preferred Stock that were outstanding on the date of redemption.
The description of the above agreements is qualified in its entirety by
reference to the exhibits filed with or incorporated by reference in this Form
8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with or incorporated by
reference in this Form 8-K:
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Inconvertibility Notice, dated September 21, 1998. (1)
99.2 Waiver Agreement, dated as of September 22, 1998, between the
Company and Advantage. (1)
99.3 Amendment No. 1 dated September 22, 1998 to the Registration
Rights Agreement between the Company and Advantage. (1)
99.4 Warrant Granted to Advantage to Purchase 100,000 shares of the
Company's Common Stock. (1)
99.5 Warrant Granted to Advantage to Purchase 389,441 shares of the
Company's Common Stock. (1)
99.6 Waiver Letter, dated November 5, 1998, between the Company and
Advantage. (2)
99.7 Placement Agent Agreement, dated October 9, 1998, between the
Company and LaSalle. (2)
2
<PAGE>
EXHIBIT DESCRIPTION
- ------- -----------
99.8 Amendment No. 1 to Placement Agent Agreement, dated November 9,
1998, between the Company and LaSalle. (2)
99.9 Escrow Agreement, dated October 9, 1998, among the Company,
LaSalle and LaSalle National Bank. (2)
99.10 Amendment No. 1 to Escrow Agreement, dated November 9, 1998,
among the Company, LaSalle and LaSalle National Bank. (2)
99.11 Form of First Version of Subscription Documents.
99.12 Form of Addendum #1 to First Version of Subscription Documents.
(2)
99.13 Form of Addendum #2 to First Version of Subscription Documents.
(2)
99.14 Amendment No. 2 to the Placement Agent Agreement, dated November
16, 1998 between the Company and LaSalle.
99.15 Waiver Letter dated November 18, 1998 between the Company and
LaSalle.
99.16 Form of Second Version of Subscription Documents.
99.17 Form of Addendum #1 to Second Version of Subscription Documents.
99.18 Form of Addendum # 2 to Second Version of Subscription Documents.
99.19 Warrant dated November 20, 1998 to purchase 50,000 shares of
Common Stock issued to LaSalle.
- --------------------
(1) Incorporated by reference to the Company's Current Report on Form 8-K
dated September 22, 1998.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 23, 1998
V-ONE CORPORATION
By: /s/ Charles B. Griffis
-------------------------------------
Name: Charles B. Griffis
Title: Senior Vice President, Chief Financial
Officer and Treasurer
4
<PAGE>
EXHIBIT INDEX
- -------------
(c) Exhibits. The following exhibits are filed with or incorporated by
reference in this Form 8-K:
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Inconvertibility Notice, dated September 21, 1998. (1)
99.2 Waiver Agreement, dated as of September 22, 1998, between the
Company and Advantage. (1)
99.3 Amendment No. 1 dated September 22, 1998 to the Registration
Rights Agreement between the Company and Advantage. (1)
99.4 Warrant Granted to Advantage to Purchase 100,000 shares of the
Company's Common Stock. (1)
99.5 Warrant Granted to Advantage to Purchase 389,441 shares of the
Company's Common Stock. (1)
99.6 Waiver Letter, dated November 5, 1998, between the Company and
Advantage. (2)
99.7 Placement Agent Agreement, dated October 9, 1998, between the
Company and LaSalle. (2)
99.8 Amendment No. 1 to Placement Agent Agreement, dated November 9,
1998, between the Company and LaSalle. (2)
99.9 Escrow Agreement, dated October 9, 1998, among the Company,
LaSalle and LaSalle National Bank. (2)
99.10 Amendment No. 1 to Escrow Agreement, dated November 9, 1998,
among the Company, LaSalle and LaSalle National Bank. (2)
99.11 Form of First Version of Subscription Documents.
99.12 Form of Addendum #1 to First Version of Subscription Documents.
(2)
99.13 Form of Addendum #2 to First Version of Subscription Documents.
(2)
99.14 Amendment No. 2 to the Placement Agent Agreement, dated November
16, 1998 between the Company and LaSalle.
99.15 Waiver Letter dated November 18, 1998 between the Company and
LaSalle.
99.16 Form of Second Version of Subscription Documents.
99.17 Form of Addendum #1 to Second Version of Subscription Documents.
99.18 Form of Addendum # 2 to Second Version of Subscription Documents.
99.19 Warrant dated November 20, 1998 to purchase 50,000 shares of
Common Stock issued to LaSalle.
- --------------------
(1) Incorporated by reference to the Company's Current Report on Form 8-K
dated September 22, 1998.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998.
5
V-ONE CORPORATION
---------------------------------
$3,600,000 in gross sale proceeds
as described in the
Confidential Private Placement Memorandum
dated October 9, 1998
---------------------------------
SUBSCRIPTION DOCUMENTS
---------------------------------
The completed documents must be returned to LaSalle St. Securities, Inc.
(the "PLACEMENT AGENT") at the following address:
LaSalle St. Securities, Inc.
810 W. Washington Blvd
Chicago, Illinois 60607
Attention: Michael Grady
This Offering is conditioned upon the receipt of subscriptions for at
least $3,600,000 in gross sale proceeds for shares of Common Stock, $0.001 par
value per share (the "COMMON STOCK"), of V-ONE Corporation, a Delaware
corporation (the "COMPANY") at a purchase price equal to the prevailing closing
bid price of the Common Stock on the Nasdaq National Market the day of the
closing of the placement with a price not to be less and $1.625 per share (the
"PURCHASE PRICE"), and the receipt of the aggregate Purchase Price therefor on
or before the Expiration Date of the Offering (as defined below). The Company
will hold a Closing of the Offering (the "CLOSING") upon receipt and acceptance
by the Company of subscriptions for at least $3,600,000 in gross sale proceeds.
Pending the Closing, each prospective investor's payment accompanying the
Subscription Documents will be deposited in a segregated escrow account with
LaSalle National Bank (the "ESCROW AGENT"). The Offering is expected to expire
on October 26, 1998 (the "EXPIRATION DATE") (i.e., seventeen (17) days from the
date of the Company's October 9, 1998, Confidential Private Placement Memorandum
(the "MEMORANDUM"), which Expiration Date may be extended by the mutual
agreement of the Company and the Placement Agent (as defined below) until
November 20, 1998 without notice to investors. The Company has the right, in its
sole discretion, to accept or reject any subscription in whole or in part.
Purchase price payments must be delivered to LaSalle National Bank, 135 South
LaSalle Street, Chicago, Illinois. If subscriptions for at least $3,600,000 in
gross sale proceeds have not been received and accepted by the Company, and the
aggregate subscription amount therefor has not been received, on or before the
Expiration Date, the Offering will be terminated and all funds will be returned
promptly to subscribers without any interest thereon, and without charge or
deduction.
If a prospective investor has relied upon a purchaser representative in
connection with evaluating the purchase of Common Stock, such prospective
investor must have the purchaser representative complete a Purchaser
Representative Questionnaire, which is available upon request from the Company.
No person is authorized to receive the Subscription Documents unless
preceded or accompanied by a copy of the Memorandum, as may be amended or
supplemented from time to time and which Memorandum amends and restates any
prior confidential private placement memorandum relating to the shares of Common
Stock covered by the Offering. Reproduction or circulation of the Subscription
Documents, in whole or in part, is prohibited.
<PAGE>
THE SECURITIES ARE BEING OFFERED FOR SALE ONLY TO "ACCREDITED INVESTORS"
AS THAT TERM IS DEFINED IN RULE 501 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. IN ORDER FOR THE COMPANY TO MAKE A DETERMINATION AS TO AN INVESTOR'S
STATUS AS AN ACCREDITED INVESTOR, EACH INVESTOR IS REQUIRED TO MAKE CERTAIN
REPRESENTATIONS AND WARRANTIES AND TO COMPLETE CERTAIN INFORMATION ALL OF WHICH
IS CONTAINED IN THE PROSPECTIVE INVESTOR QUESTIONNAIRE.
BY EXECUTING THE SIGNATURE PAGE INCLUDED HEREIN, EACH SUBSCRIBER
ACKNOWLEDGES AND AGREES AS FOLLOWS:
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ENTITY ISSUING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT, THE SUBSCRIPTION
DOCUMENTS, OR THE CONFIDENTIAL OFFERING MEMORANDUM AND ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
AGREE THEY ARE ACQUIRING THE SHARES FOR INVESTMENT AND NOT WITH A VIEW TO RESALE
OR DISTRIBUTION. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME, THE
SHARES ARE SPECULATIVE INVESTMENTS WHICH INVOLVE A HIGH DEGREE OF RISK OF LOSS
BY INVESTORS OF THEIR ENTIRE INVESTMENT. INVESTORS AGREE THEY HAVE NOT BEEN
INDUCED TO INVEST BY ANY FORM OF GENERAL SOLICITATION OF GENERAL ADVERTISING.
2
<PAGE>
SUBSCRIPTION AGREEMENT
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Gentlemen:
1. PURCHASE AND SALE. V-ONE Corporation, a Delaware corporation (the
"COMPANY"), has offered for sale, and the undersigned purchaser (the
"PURCHASER") hereby tenders this subscription and applies for the purchase of
such number of shares ("SHARES") of common stock, $0.001 par value per share
(the "COMMON STOCK") as can be purchased with the undersigned's subscription
amount of $______ at the prevailing closing bid price for the Shares on the
Nasdaq National Market on the day of the Closing of this placement (as defined
below), but in no event less than $1.625 per Share (the "OFFERING PRICE"). The
Offering is expected to expire on October 26, 1998 (seventeen (17) days from the
date of the Memorandum (as previously defined)), subject to extension(s) by the
mutual agreement of the Company and LaSalle St. Securities, Inc. (the "PLACEMENT
AGENT") until November 20, 1998 without notice to investors (the "EXPIRATION
DATE"). The Offering is conditioned upon the Company's receipt and acceptance of
subscriptions for a minimum of $3,600,000 in gross sale proceeds and the
Company's receipt of such amount by the Expiration Date. The Company has
reserved the right to raise an additional $2,400,000 in gross sale proceeds on
the same terms set forth above in the event this Offering is oversubscribed (the
"OVER SUBSCRIPTION OPTION"). The Purchaser must subscribe for a minimum of
$100,000 of Shares, which requirement may be waived in the Company's sole
discretion. Together with this Subscription Agreement, the Purchaser is
delivering to the Company the full subscription amount for the Shares (the
"PURCHASE PRICE") subscribed for. This subscription may be rejected by the
Company in its sole discretion in whole or in part. THE SIGNATURE OF THE
UNDERSIGNED ON THE SIGNATURE PAGE CONSTITUTES THE EXECUTION OF THIS SUBSCRIPTION
AGREEMENT.
2. AMOUNT AND METHOD OF PAYMENT. Payment of the Purchase Price required
to purchase the Shares subscribed for hereunder is being made by check payable
to "LaSalle National Bank as Escrow Agent for V-ONE Corporation" or wire
transfer in the amount of the Purchase Price for the undersigned's subscription
to such account at the Escrow Agent (as previously defined), which represents
payment in full for the subscribed Shares. If payment is to be made by wire
transfer, the Purchaser shall contact the Placement Agent to obtain appropriate
wire transfer instructions. If a subscription is rejected in whole or in part or
if the Offering is terminated for any reason, the Purchaser's subscription shall
be void and all funds received from the Purchaser shall be returned as soon as
practicable to the Purchaser without any interest thereon, and without charge or
deduction.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
(a) (i) The undersigned understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "ACT") or the
securities laws of any state, by reason of their contemplated issuance in
transactions exempt from the prospectus and delivery requirements of the
Act pursuant to Section 4(2) thereof, and that the reliance on such
exemption from registration is predicated in part on these representations
and warranties of the Purchaser. The Purchaser acknowledges that pursuant
to Section 6(b) hereof a restrictive legend consistent with the foregoing
has been or will be placed on the certificates representing the Shares.
The Purchaser understands that neither the Securities and Exchange
Commission ("SEC") nor any state securities commission has approved the
Shares or passed upon or endorsed the merits of the investment or reviewed
or confirmed the accuracy or determined the adequacy of any information
furnished to the Purchaser in connection with the Offering.
(ii) The Purchaser is acquiring the Shares solely for the account
of the Purchaser, for investment purposes only, and not with a view toward
the resale or distribution thereof. The Purchaser further agrees not to
transfer the Shares in violation of the Act or any applicable state
securities law, and no one other than the Purchaser has any beneficial
interest in the Shares;
3
<PAGE>
(iii) The Shares are and will be "restricted securities," as said
term is defined in Rule 144 promulgated under the Act;
(iv) The Purchaser agrees that it will not sell or otherwise
dispose of any of the Shares unless such sale or other disposition (x) has
been registered under the Act or, in the opinion of counsel, is exempt
from registration under the Act and (y) has been registered or qualified
or, in the opinion of such counsel, is exempt from registration or
qualification under applicable state securities laws. The Purchaser may
not sell, transfer, or otherwise dispose of the Shares except in
compliance with the applicable rules of the SEC;
(v) The Purchaser is an "accredited investor," as such term is
defined in Rule 501(a) of Regulation D promulgated under the Act; and
(vi) The Purchaser is not an officer, director or "affiliate" (as
that term is defined in Rule 405 promulgated under the Act) of the
Company.
(b)(i) The Purchaser has received and carefully reviewed the
Company's Confidential Offering Memorandum dated as of October 9, 1998, as
may be amended or supplemented from time to time (the "MEMORANDUM") which
Memorandum amends and restates any prior confidential private placement
memorandum relating to the Shares covered by this Offering;
(ii) The Purchaser has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the Company
and the Offering and to verify the accuracy of any representation or
information set forth in the Memorandum, and all such questions, if any,
have been answered to the full satisfaction of the Purchaser;
(iii) The Purchaser has received from the Company, and has
reviewed, such information which the Purchaser considers necessary or
appropriate to evaluate the risks and merits of an investment in the
Shares, including without limitation, the Memorandum. The Purchaser
acknowledges that the information set forth under the heading of "Risk
Factors" in the Memorandum is specifically incorporated herein by
reference and forms an integral part of this Subscription Agreement;
(iv) The Purchaser has such knowledge and expertise in financial
and business matters that the Purchaser is capable of evaluating the
merits and risks involved in an investment in the Shares and acknowledges
that an investment in the Shares entails a number of very significant
risks and funds should only be invested if the Purchaser is able to
withstand the total loss of his investment;
(v) Except as set forth in this Subscription Agreement, no
representations or warranties have been made to the Purchaser by the
Company or any agent, employee or affiliate of the Company. The Purchaser
has relied solely on the representations, warranties, covenants and
agreements of the Company in this Subscription Agreement and on the
Purchaser's examination and independent investigation in making its
decision to acquire the Shares, including review of the Memorandum and the
Company's current SEC filings;
(vi) The Purchaser understands that the Shares are being offered
and sold expressly conditioned upon the satisfaction of specific
exemptions from the registration requirements of federal and state
securities laws and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein and in the related
investor questionnaire in order to determine the applicability of such
exemptions and the suitability of the Purchaser to acquire the Shares. The
Purchaser acknowledges that it is solely the Purchaser's responsibility to
satisfy itself as to the full observance by this Offering and the sale of
the Shares to Purchaser of the laws of any jurisdiction outside of the
United States and Purchaser has done so and that his or its state or
country of residence is set forth in such investor questionnaire;
(vii) If an individual, the Purchaser is over 21 years old and is
legally competent to execute this Subscription Agreement; if an entity,
the Purchaser is duly authorized to invest in the Shares, and the
individual signing this Subscription Agreement has been duly authorized by
the Purchaser to do so;
4
<PAGE>
(viii) The Purchaser has full power and authority to execute and
deliver this Subscription Agreement and to perform the Purchaser's
obligations hereunder, and this Subscription Agreement is a legally
binding obligation of the Purchaser enforceable against Purchaser in
accordance with its terms; and
(ix) The Purchaser has not incurred any obligation for any
finder's or broker's agent's fees or commission in connection with the
transactions contemplated hereby.
(c) All the information which the undersigned has furnished to the
Company, or which is set forth herein, is correct and complete as of the
date of this Subscription Agreement, and if there should be any material
change in such information, the Purchaser will immediately furnish such
revised or corrected information to the Company. Unless the Company
receives written notice to the contrary from the Purchaser prior to the
Company's acceptance of this subscription, the Company shall be entitled
to assume that the preceding is accurate in all respects on the date of
the Closing ("CLOSING DATE").
4. BINDING EFFECT. The Purchaser understands that this subscription is
not binding upon the Company until the Company accepts it, which acceptance is
at the sole discretion of the Company and is to be evidenced by the Company's
execution of the Signature Page where indicated. This Subscription Agreement
shall be null and void if the Company does not accept it as aforesaid. Upon
acceptance by the Company and receipt of the Purchase Price, the Company will
issue the Shares to the Purchaser.
5. ACCEPTANCE IN PART. The Purchaser understands that the Company may, in
its sole discretion, reject this subscription in whole or in part and reduce
this subscription in any amount and to any extent.
6. RESTRICTIVE LEGEND AND STOP-TRANSFER INSTRUCTIONS.
(a) The Purchaser shall comply with all of the following restrictions
prior to reselling any of the Shares:
(i) The Purchaser shall notify the Company about any proposed
resale which notice must be received by the Company at least five business
days prior to such resale;
(ii) All offers or sales of such securities by the Purchaser in
the United States or to U.S. persons may only be made pursuant to an
effective registration filed under the Act or by an exemption from
registration under the Act and in compliance with all applicable state
securities laws; and
(iii) If requested by the Company, the Purchaser shall provide a
satisfactory opinion from legal counsel that the Purchaser's resale
complies with this section.
(b) Any certificate or certificates representing the Shares shall
bear an appropriate legend evidencing the preceding restrictions.
7. INDEMNIFICATION - PLACEMENT.
(a) The Purchaser agrees to indemnify the Company and hold it
harmless from and against any and all losses, damages, liabilities, costs
and expenses (including, but not limited to, any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) which it may sustain or
incur in connection with the breach by the Purchaser of any
representation, warranty or covenant made by it herein or in any other
document furnished by the undersigned to the Company in connection with
the undersigned's investment in the Shares.
(b) The Company agrees to indemnify the Purchaser and hold it
harmless from and against any and all losses, damages, liabilities, costs
and expenses (including, but not limited to, any and all expenses
reasonably incurred in investigating or defending against any litigation
5
<PAGE>
commenced or threatened or any claim whatsoever) which it may sustain or
incur in connection with the breach by the Company of any representation,
warranty or covenant made by it herein.
8. REGISTRATION OF SHARES. The Company hereby agrees to use its best
efforts to file a registration statement with respect to the resale of the
Shares purchased by the Purchaser pursuant to the Offering within a reasonable
time after the date of the Closing (as defined in the Memorandum), but in no
event later than 45 days after the date of the Closing. In connection with the
foregoing, the Company will as expeditiously as practicable:
(a) prepare and file with the SEC a registration statement with
respect to such Shares and use its best efforts to cause such registration
statement to become and remain effective for such period, not to exceed
six months, as may be reasonably necessary to effect the sale of such
securities;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for a period, which need not exceed six months, and comply with
the provisions of the Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance herewith and with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(c) furnish to each seller of Shares under such registration
statement, such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such
other documents as such seller or underwriters may reasonably request in
order to facilitate the disposition of the Shares, owned by such seller or
the sale of such securities by such underwriters; and
(d) register or qualify such Shares, under the securities or blue sky
laws of such jurisdictions in the United States as any seller reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition
in such jurisdictions of the Shares, owned by such seller (provided,
however, that the Company will not be required (i) to qualify generally to
do business in any jurisdiction where it would not otherwise be required
to qualify but for this subparagraph or (ii) to subject itself to taxation
in any such jurisdiction).
9. REGISTRATION EXPENSES. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of the Company's independent certified public
accountants, and legal counsel, underwriters (excluding discounts and
commissions attributable to the Shares), and other persons retained by the
Company (all such expenses being herein called "REGISTRATION EXPENSES"), will be
borne by the Company. All costs and expenses other than Registration Expenses
relating to the offer and sale of Shares pursuant hereto (e.g., fees and
expenses of underwriters, underwriting discounts, selling commissions and
taxes), and the fees and expenses of counsel engaged by the sellers of Shares,
shall be the responsibility of such sellers. In addition, the Company will pay
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance obtained by the Company and the expenses and fees for listing the
Shares to be registered on each securities exchange or transaction reporting
system on which shares of Common Stock are then listed.
10. INDEMNIFICATION - REGISTRATION.
(a) The Company agrees to indemnify, to the extent permitted by law,
each seller of Shares, its officers and directors and each person who
controls such seller (within the meaning of the Act or the Securities
Exchange Act of 1934, as amended ("EXCHANGE ACT")) against all losses,
claims, damages, liabilities and expenses (including, without limitation,
attorneys' fees except as limited by Section 10(c)) caused by any untrue
or alleged untrue statement of a material fact contained in any
registration statement, prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein, in light of
6
<PAGE>
the circumstances under which they were made, not misleading, except
insofar as the same are caused by or contained in any information
furnished in writing to the Company by such seller expressly for use
therein or by such seller's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such seller with a sufficient number of copies of
the same. In connection with an underwritten offering, the Company will
indemnify such underwriters, their officers and directors and each person
who controls such underwriters (within the meaning of the Act or the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the sellers of Shares. The reimbursements required by
this Section 10(a) will be made by periodic payments during the course of
the investigation or defense, as and when bills are received or expenses
incurred.
(b) In connection with any registration statement in which a seller
of Shares, is participating, each such seller will furnish to the Company
in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus or any amendment thereof or supplement thereto and, to the
extent permitted by law, will indemnify the Company, its directors and
officers and each person who controls the Company (within the meaning of
the Act or the Exchange Act) against any losses, claims, damages,
liabilities and expenses (including, without limitation, attorneys' fees
except as limited by Section 10(c)) resulting from any untrue statement of
a material fact contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances under which
they were made not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so
furnished in writing by such seller; provided that the obligation to
indemnify will be several, not joint and several, among such sellers of
Shares, and the liability of each such seller of Shares will be in
proportion to, and provided further that such liability will be limited
to, the net amount received by such seller from the sale of Shares
pursuant to such registration statement.
(c) Any person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. The indemnifying
party will not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified
parties with respect to such claim.
(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling
person of such indemnified party and will survive the transfer of Shares.
The Company and each seller of Shares also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to
such party in the event the Company's or such seller's indemnification is
unavailable for any reason.
11. CONFIDENTIALITY. The Purchaser acknowledges and agrees that all
information relating to the Company and this subscription, including, but not
limited to, the information contained in the Memorandum, shall be kept
confidential by the Purchaser, except as otherwise required by law or made
public other than by or through the undersigned.
12. NONTRANSFERABILITY. Neither this Subscription Agreement nor any of the
rights of the Purchaser hereunder may be transferred or assigned by the
Purchaser.
13. AMENDMENT; ENTIRE AGREEMENT; GOVERNING LAW. This Subscription
Agreement (i) may only be modified by a written instrument executed by the
Purchaser and the Company, (ii) together with the Investor Questionnaire and
7
<PAGE>
Signature Page, sets forth the entire agreement of the Purchaser and the Company
with respect to the subject matter hereof and supersedes all prior agreements
and understandings between or among the parties with respect to the subject
matter hereof, (iii) shall be governed by the laws of the State of Delaware
applicable to contracts made and to be wholly performed therein, and (iv) shall
inure to the benefit of, and be binding upon, the Company and the Purchaser and
their respective heirs, legal representatives, successors and assigns.
14. NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight
delivery, or facsimile transmission if such transmission is confirmed by
delivery by certified or registered mail (first class postage pre-paid) or
guaranteed overnight delivery, to the following addresses and telecopy numbers
(or to such other addresses or telecopy numbers which such party shall
subsequently designate in writing to the other party): (a) If to the Company:
V-ONE Corporation, 20250 Century Boulevard - Suite 300, Germantown, Maryland
20874, Attention: Charles B. Griffis; facsimile: (301) 515-5280; and (b) If to
the Purchaser: to the address set forth on the investor questionnaire
accompanying this Subscription Agreement; with a copy to: LaSalle St.
Securities, Inc., 810 West Washington Blvd, Chicago, Illinois 60607, Attention:
Michael Grady; facsimile: (312) 705-3000.
15. PRONOUNS. Unless the context otherwise requires, all personal pronouns
used in this Subscription Agreement, whether in the masculine, feminine or
neuter gender, shall include all other genders.
THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
8
<PAGE>
---------------------------------------
IMPORTANT:
Please Complete Investor Name:
------------------------
LaSalle St. Account No.:
--------------
Offering Memorandum No.
--------------
(from the cover of the Offering
Memorandum)
ALLOCATED / /
WAIT LIST / /
---------------------------------------
INDIVIDUAL INVESTOR QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned's subscription to purchase the Shares
of V-ONE Corporation (the "Company") may be accepted. The Company will not offer
or sell Shares to any investor who has not completed a Questionnaire.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.
- -------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, OR, IF YOU ARE MARRIED AND
LIVE IN A COMMUNITY PROPERTY STATE, BOTH YOU AND YOUR SPOUSE MUST SIGN THE
SIGNATURE PAGE (PAGE I-6).
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST
EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages I-1 to
I-8 and return both completed Questionnaires to the Company in the same
envelope.
- -------------------------------------------------------------------------------
===============================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE INVESTOR SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
===============================================================================
I-1
<PAGE>
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF SHARES:
/ / Individual
/ / Joint Tenants (rights of survivorship)
/ / Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ONE OF THE FOLLOWING:
I live in a community property state.
/ / Yes
/ / No
III. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO YOU:
/ / 1. I have an individual net worth or joint net worth*
with my spouse in excess of $1,000,000.
/ / 2. I have had an individual income* in excess of
$200,000 IN each of the two most recently completed
years and I reasonably expect an individual income in
excess of $200,000 in the current year.
/ / 3. My spouse and I have had a joint income* in excess of
$300,000 in each of the two most recently completed
years and we reasonably expect a joint income in
excess of $300,000 in the current year.
IV. OTHER CERTIFICATIONS.
By signing the Signature Page, I certify the following (or, if I am
purchasing Shares with my spouse as co-owner, each of us certifies the
following):
(a) that I am at least 21 years of age; and
(b) that the name, home address and social security number or taxpayer
identification number as set forth in this Questionnaire are true,
correct and complete; and
- -------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
I-2
<PAGE>
(c) that one of the following is true and correct (check one):
Spouse,
if
Purchaser Co-Owner
- ------------ -----------
/ / / / I am a United States citizen or resident of the
United States for United States federal income tax
purposes.
/ / / / I am neither a United States citizen nor a
resident of the United States for United States
federal income tax purposes.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The undersigned's total proposed investment in the Shares:
does NOT represent more than:
/ / 10% of the undersigned's net worth.
/ / 15% of the undersigned's net worth.
/ / 20% of the undersigned's net worth.
/ / 25% of the undersigned's net worth.
/ / 50% of the undersigned's net worth.
/ / DOES represent more than 50% of the undersigned's net worth.
V. GENERAL INFORMATION.
(a) PERSONAL INFORMATION.
PURCHASER:
Name:
--------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
------------------------------
Residence Address:
-------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
----------------------------------------------------
(Area Code) (Number)
Name of Business: Title:
------------------------ ------------------------------
Business Address:
--------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number:
-----------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
NASD Affiliation or Association, if any:
----------------------------------------
I-3
<PAGE>
If none, check here / /
SPOUSE, IF CO-OWNER:
Name:
---------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
-----------------------------
Residence Address:
--------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number
(IF DIFFERENT FROM PURCHASER'S):
-----------------------------------------------
(Area Code) (Number)
Business Address
(IF DIFFERENT FROM PURCHASER'S):
-----------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number
(IF DIFFERENT FROM PURCHASER'S):
-----------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / BUSINESS
NASD Affiliation or Association, if any:
----------------------------------------
If none, check here / /
VI. REGISTRATION RIGHTS INFORMATION.
(a) Please provide the following information:
The nature of any position, office or other material relationship
that you have had with the Company or any of its predecessors or
affiliates during the past three years:
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you currently
own, if any (not including any shares subscribed for herein):
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you have the
right to acquire, if any (including shares of Common Stock
underlying warrants):
-----------------------------------------------
Describe the arrangement under which you have the right to acquire
the shares of Common Stock listed in the preceding paragraph above:
--------------------------------------------------------------------
VII. SIGNATURE.
The Signature Page is contained on Page I-6.
I-4
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
INDIVIDUAL INVESTORS
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Ladies and Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for (a) the attached Investor
Questionnaire and (b) the attached Subscription Agreement. The undersigned
represents and agrees that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE
EXECUTION OF EACH OF THE FOREGOING DOCUMENTS, and, in addition, acknowledges,
certifies, represents and agrees with you as follows:
1. INVESTOR QUESTIONNAIRE. The information contained in the Investor
Questionnaire, including the social security number, is complete and accurate as
of the date hereof and may be relied upon by you, and the undersigned will
notify you immediately of any material change in any of such information which
may occur prior to the acceptance of the undersigned's subscription and will
promptly send you written confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Subscription amount: $
---------------------------------------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
Form of joint ownership (if applicable). (If one of these
boxes is checked, subscriber and co-subscriber must both sign all
documents):
Tenants-by-Entirety / / Joint Tenants / /
Tenants-In-Common / /
If the Shares hereby subscribed for are to be owned by more than one
person in any manner, the undersigned understands and agrees that all of the
co-investors in such Shares must sign this Signature Page and complete an
Investor Questionnaire in order for this subscription to be accepted.
I-5
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that he or she
has (they have) executed the Investor Questionnaire, the Subscription Agreement
and the Signature Page this _______________ day of ____________________________,
199___.
- ------------------------------------ ----------------------------------
Please Print Name of Investor Signature of Investor
- ------------------------------------ ----------------------------------
Please Print Name of Co-Investor Signature of Investor
[[[AUTHORIZATION TO TRANSFER FUNDS FROM CUSTOMER ACCOUNT TO ESCROW AGENT]]]
The undersigned authorize(s) LaSalle St. Securities, Inc. to debit
Customer Account #_________________ at LaSalle St. Securities, Inc. and to
transfer the amount of the aggregate purchase price for the Shares subscribed to
LaSalle National Bank as Escrow Agent.
--------------------------------------
Signature of Investor
--------------------------------------
Signature of Investor
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, CONCURRED WITH BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION OF SUCH SHARES ARE NOT REQUIRED.
I-6
<PAGE>
TO BE COMPLETED AND SIGNED BY REGISTERED REPRESENTATIVE
I hereby represent on recommending the purchase of Shares in the Company
that I, the Registered Representative:
1. have reasonable grounds to believe, on the basis of information
obtained from the participant and any other information known by me, that the
Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated under the Act;
2. have, prior to execution of the written Subscription Agreement,
informed the Purchaser of all pertinent facts relating to the liquidity and
marketability of the Shares during the term of the investment.
I further represent that I am registered to offer and sell securities of
the type offered in this Offering in the state in which this Offering is made.
- --------------------------------------------------------------------
Registered Representative Signature Date
- --------------------------------------------------------------------
Print Name of Registered Representative
- --------------------------------------------------------------------
Broker-Dealer Firm Name
- --------------------------------------------------------------------
Street Address
- --------------------------------------------------------------------
City & State Zip Code
I-7
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
PAYMENT OF PURCHASE PRICE, SIGNATURE PAGE AND INVESTOR QUESTIONNAIRE RECEIVED
AND SUBSCRIPTION ACCEPTED ON ________________________, 199___.
V-ONE Corporation
By:
----------------------------------------
Its:
----------------------------------------
I-8
<PAGE>
----------------------------------------
IMPORTANT:
Please Complete Investor Name:
-------------------------
LaSalle St. Account No.:
---------------
Offering Memorandum No.
----------------
(from the cover of the Offering
Memorandum)
ALLOCATED / /
WAIT LIST / /
---------------------------------------
CORPORATION QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned CORPORATION's subscription to
purchase the Shares of V-ONE Corporation (the "Company") may be accepted. The
Company will not offer or sell the Shares to any investor who has not completed
a Questionnaire.
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
================================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE INVESTOR SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
================================================================================
C-1
<PAGE>
I. PLEASE CHECK STATEMENTS 1 OR 2 AND 3 BELOW, AS APPLICABLE:
/ / 1. If the undersigned CORPORATION was formed for the specific
purpose of acquiring the Shares, each of the shareholders of
the undersigned CORPORATION is able to certify that such
shareholder meets at least one of the following conditions:
(a) The shareholder is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000.
(b) The shareholder is a natural person whose individual
income* was in excess of $200,000 in each of the two
most recently completed years and who reasonably expects
an individual income in excess of $200,000 in the
current year.
(c) The shareholder is a natural person who, together with
his or her spouse, has had a joint income* in excess of
$300,000 in each of the two most recently completed
years and who reasonably expects a joint income in
excess of $300,000 in the current year.
(d) The shareholder is an entity in which all of the equity
owners satisfy (a), (b) or (c) above.
/ / 2. The undersigned CORPORATION: (i) was not formed for THE
specific purpose of acquiring the Shares; AND (ii) has total
assets in excess of $5,000,000.
/ / 3. The CORPORATION is one of the following:
(a) A bank as defined in Section 3(a)(2) of the Securities
Act of 1933, whether acting in its individual or
fiduciary capacity.
(b) A broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
(c) An insurance company as defined in Section 2(13) of the
Securities Act of 1933;
(d) An investment company registered under the Investment
Company Act of 1940 or a "business development company"
as defined in Section 2(a)(48) of such act.
(e) A Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958.
(f) A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of
1940.
- ---------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
C-2
<PAGE>
- --------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 IN SECTION I, YOU MUST PROVIDE A LETTER
SIGNED BY AN OFFICER OF THE UNDERSIGNED CORPORATION LISTING THE NAME OF EACH
SHAREHOLDER AND THE REASON (UNDER STATEMENT 1) WHY SUCH SHAREHOLDER QUALIFIES
AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR
JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL
INVESTOR QUESTIONNAIRE.
- --------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the CORPORATION's purchase of the Shares will be solely for the
CORPORATION's own account and not for the account of any other
person; and
(b) that the purchase by the CORPORATION is directed by a person who has
such knowledge and experience in financial and business matters that
he/she is capable of evaluating the merits and risks of an investment
in the Shares and of making an informed investment decision; and
(c) that the CORPORATION's name, address of principal office, place of
formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
(d) that one of the following is true and correct (check one):
/ / the CORPORATION is a corporation organized in or under the laws
of the United States or any political subdivision thereof; or
/ / the CORPORATION is a corporation which is neither created NOR
organized in or under the United States or any political
subdivision thereof, but which has made an election under
either Section 897(i) or 897(k) of the United States Internal
Revenue Code of 1986, as amended, to be treated as a domestic
corporation for certain purposes of United States federal
income taxation. (A COPY OF THE INTERNAL REVENUE SERVICE
ACKNOWLEDGMENT OF THE UNDERSIGNED'S ELECTION MUST BE ATTACHED
TO THIS SUBSCRIPTION AGREEMENT IF THIS PROVISION IS
APPLICABLE); or
/ / neither (i) nor (ii) above is true.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The undersigned's total proposed investment in the Shares:
does NOT represent more than:
/ / 10% of the undersigned's net worth.
/ / 15% of the undersigned's net worth.
/ / 20% of the undersigned's net worth.
/ / 25% of the undersigned's net worth.
/ / 50% of the undersigned's net worth.
/ / DOES represent more than 50% of the undersigned's net worth.
C-3
<PAGE>
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE CORPORATION):
Name:
--------------------------------------------------------------------------
Principal Place of Business:
---------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
State of Incorporation:
--------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
NASD Affiliation or Association of Trustee(s), if any:
--------------------------
If none, check here / /
Number of Shareholders:
--------------------------------------------------------
Principal Activity of Corporation:
---------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION:
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
IV. REGISTRATION RIGHTS INFORMATION.
(a) Please provide the following information:
The nature of any position, office or other material relationship
that you have had with the Company or any of its predecessors or
affiliates during the past three years:
---------------------------------------------------------------------
The number of shares of Common Stock of the Company you currently
own, if any (not including any shares subscribed for herein):
---------------------------------------------------------------------
The number of shares of Common Stock of the Company you have the
right to acquire, if any (including shares of Common Stock underlying
warrants):
----------------------------------------------------------
C-4
<PAGE>
Describe the arrangement under which you have the right to acquire
the shares of Common Stock listed in the preceding paragraph above:
---------------------------------------------------------------------
---------------------------------------------------------------------
V. SIGNATURE.
The Signature Page is contained on Page C-7.
C-5
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
CORPORATE INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Ladies and Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for (a) the attached Investor
Questionnaire and (b) the attached Subscription Agreement. The undersigned
represent and agrees that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE
EXECUTION OF EACH OF THE FOREGOING DOCUMENTS and, in addition, acknowledges,
certifies, represents and agrees with you as follows:
1. INVESTOR QUESTIONNAIRE. The information contained in the Investor
Questionnaire, including the undersigned's taxpayer identification number, is
complete and accurate as of the date hereof and may be relied upon by you, and
the undersigned will notify you immediately of any material change in any of
such information which may occur prior to the acceptance of the undersigned's
subscription and will promptly send you written confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Subscription amount: $
-------------------------------------------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned corporation has all
requisite authority to acquire the Shares hereby subscribed for and to enter
into the Subscription Agreement and further, the undersigned officer or partner
of the subscribing entity has been duly authorized by all requisite action on
the part of such entity to execute this Signature Page on its behalf.
C-6
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that it has
caused the Investor Questionnaire, the Subscription Agreement and the Signature
Page to be duly executed and authorized on its behalf this _____ day of
______________, 199___.
--------------------------------------
Name of Investor
By:
-----------------------------------
Signature of Authorized Person
--------------------------------------
Print name and title
[[[AUTHORIZATION TO TRANSFER FUNDS FROM CUSTOMER ACCOUNT TO ESCROW AGENT]]]
The undersigned authorize(s) LaSalle St. Securities, Inc. to debit
Customer Account #_________________ at LaSalle St. Securities, Inc. and to
transfer the amount of the aggregate purchase price for the Shares subscribed to
LaSalle National Bank as Escrow Agent.
------------------------------------------------
Name of Investor
By:
----------------------------------------
Signature of Authorized Person
------------------------------------------------
Print name and title
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, CONCURRED WITH BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION OF SUCH SHARES ARE NOT REQUIRED.
C-7
<PAGE>
TO BE COMPLETED AND SIGNED BY REGISTERED REPRESENTATIVE
I hereby represent on recommending the purchase of Shares in the Company
that I, the Registered Representative:
1. have reasonable grounds to believe, on the basis of information
obtained from the participant and any other information known by me, that the
Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated under the Act;
2. have, prior to execution of the written Subscription Agreement,
informed the Purchaser of all pertinent facts relating to the liquidity and
marketability of the Shares during the term of the investment.
I further represent that I am registered to offer and sell securities of
the type offered in this Offering in the state in which this Offering is made.
- ----------------------------------------------------------
Registered Representative Signature Date
- ----------------------------------------------------------
Print Name of Registered Representative
- ----------------------------------------------------------
Broker-Dealer Firm Name
- ----------------------------------------------------------
Street Address
- ----------------------------------------------------------
City & State Zip Code
C-8
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
PAYMENT OF PURCHASE PRICE, SIGNATURE PAGE AND INVESTOR QUESTIONNAIRE RECEIVED
AND SUBSCRIPTION ACCEPTED ON ______________________________, 199___.
V-ONE Corporation
By:
---------------------------------------------
Its:
--------------------------------------------
C-9
<PAGE>
---------------------------------------
IMPORTANT: Investor Name:
Please Complete ---------------------------------------
PARTNERSHIP QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned PARTNERSHIP's subscription to
purchase the Shares of V-ONE Corporation (the "Company") may be accepted. The
Company will not offer or sell Shares to any investor who has not completed a
Questionnaire.
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.
================================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE AUTHORIZED SIGNATORY SIGNS THE SIGNATURE PAGE ANNEXED
HERETO.
================================================================================
T-1
<PAGE>
I. PLEASE CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE:
/ / 1. Each of the partners of the undersigned PARTNERSHIP is able
to certify that such partner meets at least one of the
following conditions:
(a) The partner is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000.
(b) The partner is a natural person whose individual income*
was in excess of $200,000 in each of the two most recent
years and who reasonably expects an individual income in
excess of $200,000 in the current year.
(c) The partner is a natural person who, together with his
or her spouse, has had a joint income* in excess of
$300,000 in each of the two most recent years and who
reasonably expects a joint income in excess of $300,000
in the current year.
(d) The partner is an entity in which all of the equity
owners satisfy (a), (b) or (c) above.
/ / 2. The undersigned PARTNERSHIP: (i) was not formed for THE
specific purpose of acquiring the Shares; AND (ii) has total
assets in excess of $5,000,000.
- --------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 IN SECTION I AND DID NOT CHECK STATEMENT 2,
YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER OF THE UNDERSIGNED
PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER A GENERAL OR LIMITED
PARTNER) AND THE REASON (UNDER STATEMENT 1) SUCH PARTNER QUALIFIES AS AN
ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH PARTNER MUST PROVIDE A COMPLETE INDIVIDUAL INVESTOR
QUESTIONNAIRE.
- --------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the PARTNERSHIP Signature Page, the undersigned certifies the
following:
(a) that the purchase by the PARTNERSHIP is directed by a person who
has such knowledge and experience in financial and business
matters that he/she is capable of evaluating the merits and risks
of an investment in the Shares and of making an informed
investment decision; and
(b) that the PARTNERSHIP's name, address of principal office, place of
formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
- -------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
T-2
<PAGE>
(c) that one of the following is true and correct (check one):
/ / the PARTNERSHIP is a partnership formed in or under the laws
of the United States or any political subdivision thereof; or
/ / the PARTNERSHIP is not a partnership formed in or under the
laws of the United States or any political subdivision
thereof.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The PARTNERSHIP'S total proposed investment in the Shares:
/ / does NOT represent more than 10% of the Partnership's net worth and
such net worth is at least $200,000 OR does NOT represent more than 25% of the
Partnership's net worth and such net worth is at least $250,000 and the
Partnership had an annual income of at least $100,000 in 1996 and 1997 and
reasonably expects to reach the same income level in 1998.
/ / does represent more than 10% of the Partnership's net worth and such
net worth is at least $200,000 OR does represent more than 25% of the
Partnership's net worth and such net worth is at least $250,000 and the
Partnership had an annual income of at least $100,000 in 1996 and 1997 and
reasonably expects to reach the same income level in 1998.
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE PARTNERSHIP):
Name:
--------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
---------------------------------------------------------
Date of Formation:
---------------------------------------------------------
Taxpayer Identification Number:
------------------------------------------------
NASD Affiliation or Association of Partner(s), if any:
-------------------------
T-3
<PAGE>
If none, check here / /
Number of Partners:
-------------------------------------------------------------
Principal Activity of Partnership:
---------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF
THE PARTNERSHIP:
Name:
--------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
IV. REGISTRATION RIGHTS INFORMATION.
(a) Please provide the following information:
The nature of any position, office or other material relationship
that you have had with the Company or any of its predecessors or
affiliates during the past three years:
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you currently
own, if any (not including any shares subscribed for herein):
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you have the
right to acquire, if any (including shares of Common Stock
underlying warrants):
----------------------------------------------
Describe the arrangement under which you have the right to acquire
the shares of Common Stock listed in the preceding paragraph above:
--------------------------------------------------------------------
--------------------------------------------------------------------
V. SIGNATURE.
The Signature Page is contained on Pages P5 - P6.
T-4
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
PARTNERSHIP INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Ladies and Gentlemen:
The undersigned subscriber for Shares hereby submits to you this
Partnership Signature Page which constitutes the signature page for (a) the
attached Partnership Questionnaire and (b) the attached Subscription Agreement.
The undersigned represents and agrees that THE EXECUTION OF THIS SIGNATURE PAGE
CONSTITUTES THE EXECUTION OF EACH OF THE FOREGOING DOCUMENTS and, in addition,
acknowledges, certifies, represents and agrees with you as follows:
1. PARTNERSHIP QUESTIONNAIRE. The information contained in the
Partnership Questionnaire, including the undersigned's taxpayer identification
number, is complete and accurate as of the date hereof and may be relied upon by
you, and the undersigned will notify you immediately of any material change in
any of such information which may occur prior to the acceptance of the
undersigned's subscription and will promptly send you written confirmation
thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Subscription amount: $
--------------------------------------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned partnership has all
requisite authority to acquire the Shares hereby subscribed for and to enter
into the Subscription Agreement and further, the undersigned officer or partner
of the subscribing entity has been duly authorized by all requisite action on
the part of such entity to execute this Signature Page on its behalf.
T-5
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that his or her
signature on the Signature Page constitutes the execution of the Partnership
Questionnaire and the Subscription Agreement on behalf of the subscriber
partnership this _____ day of ______________, 199__.
--------------------------------------
Name of Investor
By:
-----------------------------------
Signature of Authorized Person
--------------------------------------
Print name and title
[[[AUTHORIZATION TO TRANSFER FUNDS FROM CUSTOMER ACCOUNT TO ESCROW AGENT]]]
The undersigned authorize(s) LaSalle St. Securities, Inc. to debit
Customer Account #_________________ at LaSalle St. Securities, Inc. and to
transfer the amount of the aggregate purchase price for the Shares subscribed to
LaSalle National Bank as Escrow Agent.
--------------------------------------
Name of Investor
By:
-----------------------------------
Signature of Authorized Person
--------------------------------------
Print name and title
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, CONCURRED WITH BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION OF SUCH SHARES ARE NOT REQUIRED.
T-6
<PAGE>
TO BE COMPLETED AND SIGNED BY REGISTERED REPRESENTATIVE
I hereby represent on recommending the purchase of Shares in the Company
that I, the Registered Representative:
1. have reasonable grounds to believe, on the basis of information obtained from
the participant and any other information known by me, that the Purchaser is an
"accredited investor" as such term is defined in Rule 501(a) of Regulation D
promulgated under the Act;
2. have, prior to execution of the written Subscription Agreement, informed the
Purchaser of all pertinent facts relating to the liquidity and marketability of
the Shares during the term of the investment.
I further represent that I am registered to offer and sell securities of
the type offered in this Offering in the state in which this Offering is made.
- ------------------------------------------------------
Registered Representative Signature Date
- ------------------------------------------------------
Print Name of Registered Representative
- ------------------------------------------------------
Broker-Dealer Firm Name
- ------------------------------------------------------
Street Address
- ------------------------------------------------------
City & State Zip Code
T-7
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
PAYMENT OF PURCHASE PRICE, SIGNATURE PAGE AND INVESTOR QUESTIONNAIRE RECEIVED
AND SUBSCRIPTION ACCEPTED ON ______________________________, 199___.
V-ONE Corporation
By:
----------------------------------------
Its:
----------------------------------------
T-8
<PAGE>
---------------------------------------
IMPORTANT:
Please Complete Investor Name:
------------------------
LaSalle St. Account No.:
--------------
Offering Memorandum No.
--------------
(from the cover of the Offering
Memorandum)
ALLOCATED / /
WAIT LIST / /
---------------------------------------
TRUST QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned TRUST's subscription to purchase the
Shares of V-ONE Corporation (the "Company") may be accepted. The Company will
not offer or sell Shares to any investor who has not completed a Questionnaire.
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
================================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE TRUSTEE SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
================================================================================
T-9
<PAGE>
I. PLEASE CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE:
1. (a) the TRUST has total assets in excess OF $5,000,000; AND
(b) the TRUST was not formed for the specific purpose of
acquiring the Shares; AND
(c) the purchase by the TRUST is directed by a person who
has such knowledge and experience in financial and
business matters that he/she is capable of evaluating
the merits and risks of an investment in the Shares and
of making an informed investment decision.
2. The grantor of the TRUST may revoke the TRUST at any time;
the grantor retains sole investment control over the assets
of the TRUST, AND
(a) the grantor is a natural person whose individual net
worth* or joint net worth with the grantor's spouse
exceeds $1,000,000; or
(b) the grantor is a natural person who had an individual
income* in excess of $200,000 in each of the two most
recent years and who reasonably expects an individual
income in excess of $200,000 in the current year; or
(c) the grantor is a natural person who, together with his
or her spouse, has had a joint income* in excess of
$300,000 in each of the two most recent years and who
reasonably expects a joint income in excess of $300,000
in the current year.
- --------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 IN SECTION I AND DID NOT CHECK STATEMENT 1,
THE GRANTOR MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE FOR
EACH GRANTOR.
- --------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the TRUST's purchase of the Shares is within the investment
powers and authority of the TRUST (as set forth in the declaration of
trust or other governing instrument) and that all necessary consents,
approvals and authorizations for such purchase have been obtained and
that each person who signs the Signature Page has all requisite power
and authority as trustee to execute this Questionnaire on behalf of
the TRUST; and
(b) that the TRUST has not been established in connection with either (i)
an employee benefit plan (as defined in Section 3(3) of ERISA),
whether or not subject to the provisions of Title I of ERISA, or (ii)
a plan described in Section 4975(e)(i) of the Internal Revenue Code;
and
(c) that the TRUST's name, address of principal office, place of
formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
- -------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
T-10
<PAGE>
(d) that one of the following is true and correct (check one):
/ / the TRUST is an estate or trust whose income from sources
outside of the United States is includable in its gross income
for United States federal tax purposes regardless of its
connection with a trade or business carried on in the United
States; or
/ / the TRUST is an estate or trust whose income from sources
outside the United States is not includable in its gross
income for United States federal income tax purposes
regardless of its connection with a trade or business carried
on in the United States.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The Trust's total proposed investment in the Shares:
/ / does NOT represent more than 10% of the Trust's net worth and such
net worth is at least $200,000 OR does NOT represent more than 25% of
the Trust's net worth and such net worth is at least $250,000 and the
Trust had an annual income of at least $100,000 in 1996 and 1997 and
reasonably expects to reach that same income level in 1998.
/ / does represent more than 10% of the Trust's net worth and such net
worth is at least $200,000 OR does represent more than 25% of the
Trust's net worth and such the Trust has a net worth of at least
$250,000 and the Trust had an annual income of at least $100,000 in
1996 and 1997 and reasonably expects to reach the same income level
in 1998.
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE TRUST):
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
---------------------------------------------------------
Date of Formation:
---------------------------------------------------------
Taxpayer Identification Number:
------------------------------------------------
Principal Activity of Trust:
----------------------------------------------------
(b) TRUSTEES WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE TRUST:
T-11
<PAGE>
Name(s) of Trustee(s):
----------------------------------------------------------
NASD Affiliation or Association of Trustee(s), if any:
-------------------------
If none, check here / /
IV. SIGNATURE.
The Signature Page is contained on Pages T-5 - T-6.
T-12
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
TRUST INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for the attached Trust Questionnaire
and the attached Subscription Agreement. The undersigned represent and agrees
that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE EXECUTION OF EACH OF
THE FOREGOING DOCUMENTS, and, in addition, acknowledges, certifies, represents
and agrees with you as follows:
1. TRUST QUESTIONNAIRE. The information contained in the Trust
Questionnaire, including the undersigned's taxpayer identification number, is
complete and accurate as of the date hereof and may be relied upon by you, and
the undersigned will notify you immediately of any material change in any of
such information which may occur prior to the acceptance of the undersigned's
subscription and will promptly send you written confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Number of Shares Subscribed for: ___________
Aggregate purchase price (number of shares x $2.00--
minimum purchase 50,000 shares for $100,000).....$
--------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned trust has all requisite
authority to acquire the Shares hereby subscribed for and to enter into the
Subscription Agreement and further, the undersigned trustee of the subscribing
entity has been duly authorized by all requisite action on the part of such
entity to execute this Signature Page on its behalf.
T-13
<PAGE>
IN WITNESS WHEREOF, the undersigned trustees represent(s), under penalty
of perjury, that the foregoing statements are true and correct and that his or
her signature on this Signature Page constitutes the execution of the Trust
Questionnaire and the Subscription Agreement on behalf of the subscriber Trust
this _____ day of ______________, 1998.
For Individual Trustee(s): For Corporate Trustee:
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
Signature, as Trustee Name of Corporate Trustee
By:
- ----------------------------------- -----------------------------------
Print Name Signature of Authorized Officer
- ----------------------------------- --------------------------------------
Signature of Co-Trustee Print Name and Title
(If required by Trust Instrument)
- -----------------------------------
Print Name
T-14
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
CHECK, SIGNATURE PAGE AND TRUST QUESTIONNAIRE RECEIVED AND SUBSCRIPTION ACCEPTED
ON ________________________, 1998.
V-ONE Corporation
By:
----------------------------------------
Its:
----------------------------------------
T-15
<PAGE>
---------------------------------------
IMPORTANT:
Please Complete Investor Name:
------------------------
LaSalle St. Account No.:
--------------
Offering Memorandum No.
--------------
(from the cover of the Offering
Memorandum)
ALLOCATED / /
WAIT LIST / /
---------------------------------------
RETIREMENT PLAN QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned RETIREMENT PLAN's subscription to
purchase the Shares of V-ONE Corporation (the "Company") may be accepted. The
Company will not offer or sell Shares to any investor who has not completed a
Questionnaire.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.
================================================================================
THIS RETIREMENT PLAN QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE INVESTOR SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
================================================================================
P-1
<PAGE>
I. PLEASE CHECK ANY OF THE FOLLOWING STATEMENTS, AS APPLICABLE:
/ / 1. The undersigned RETIREMENT PLAN certifies that it is an
employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA"); AND:
/ / (a) the investment decisions are made by a plan fiduciary as
defined in Section 3(21) of ERISA that (i) is either a
bank, insurance company or registered investment
advisor, or (ii) is a savings and loan association; or
/ / (b) The undersigned RETIREMENT PLAN has total assets in
excess of $5,000,000.
/ / (c) The undersigned RETIREMENT PLAN is self-directed, with
investment decisions made solely by persons each of whom
satisfies at least one of the following conditions:
(i) such person's individual net worth* or joint net
worth with his or her spouse exceeds $1,000,000;
or
(ii) such person had an individual income* was in
excess of $200,000 in each of the two most recent
years and who reasonably expects an individual
income in excess of $200,000 in the current year;
or
(iii) such person together with his or her spouse, has
had a joint income* in excess of $300,000 in each
of the two most recent years and who reasonably
expects a joint income in excess of $300,000 in
the current year.
- --------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1(c) AND NOT STATEMENT 1(a) OR STATEMENT 1(b),
YOU MUST PROVIDE A LETTER SIGNED BY A PERSON DULY AUTHORIZED BY THE
RETIREMENT PLAN LISTING, AS APPLICABLE, THE NAMES OF THE PERSONS (OR
ENTITIES) MAKING THE INVESTMENT DECISION AND THE REASON (UNDER STATEMENT 1(c)
SUCH PERSON (OR ENTITY) QUALIFIES AN AS ACCREDITED INVESTOR (ON THE BASIS OF
NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME OR OTHERWISE), OR EACH SUCH
PERSON (OR ENTITY) MUST COMPLETE THE APPROPRIATE QUESTIONNAIRE (I.E., FOR AN
INDIVIDUAL, TRUST, PARTNERSHIP OR CORPORATION).
- --------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the RETIREMENT PLAN's purchase of the Shares will be solely for
the RETIREMENT PLAN's own account and not for the account of any
other person or entity; and
- ---------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
P-2
<PAGE>
(b) that the RETIREMENT PLAN's governing documents duly authorize the
type of investment contemplated herein, and the undersigned is
authorized and empowered to make such investment on behalf of the
RETIREMENT PLAN; and
(c) that the purchase by the RETIREMENT PLAN is directed by a person who
has such knowledge and experience in financial and business matters
that he/she is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed investment
decision; and
(d) that one of the following is true and correct (check one):
/ / the RETIREMENT PLAN is a retirement plan whose income fROM
sources outside of the United States is includable in its
gross income for United States federal tax purposes
regardless of its connection with a trade or business carried
on in the United States; or
/ / the RETIREMENT PLAN is a retirement plan whose income fROM
sources outside the United States is not includable in its
gross income for United States federal income tax purposes
regardless of its connection with a trade or business carried
on in the United States.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
THE RETIREMENT PLAN'S total proposed investment in the Shares:
/ / does NOT represent more than 10% of the RETIREMENT PLAN'S net worth
and such net worth is at least $200,000 OR does NOT represent more
than 25% of the RETIREMENT PLAN'S net worth and such net worth is at
least $250,000 and the RETIREMENT PLAN had an annual income of at
least $100,000 in 1996 and 1997 and reasonably expects to reach the
same income level in 1998.
/ / does represent more than 10% of THE RETIREMENT PLAN'S net worth and
such net worth is at least $200,00 OR does represent more than 25% of
the RETIREMENT PLAN'S net worth and such net worth is at least
$250,000 and the RETIREMENT PLAN had an annual income of at least
$100,000 in 1996 and 1997 and reasonably expects to reach the same
income level in 1998.
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE RETIREMENT PLAN):
Name:
--------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
P-3
<PAGE>
State in which Formed:
---------------------------------------------------------
Date of Formation:
-------------------------------------------------------------
Taxpayer Identification Number:
------------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
RETIREMENT PLAN:
Name:
--------------------------------------------------------------------------
Position or Title:
-------------------------------------------------------------
IV. SIGNATURE.
The Signature Page is contained on Pages R-5 - R-6.
P-4
<PAGE>
--------------------------
SIGNATURE PAGE
--------------------------
RETIREMENT PLAN INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for the attached Retirement Plan
Questionnaire and the attached Subscription Agreement. The undersigned represent
and agrees that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE EXECUTION
OF EACH OF THE FOREGOING DOCUMENTS and, in addition, acknowledges, certifies,
represents and agrees with you as follows:
1. RETIREMENT PLAN QUESTIONNAIRE. The information contained in the
Retirement Plan Questionnaire, including the undersigned's taxpayer
identification number, is complete and accurate as of the date hereof and may be
relied upon by you, and the undersigned will notify you immediately of any
material change in any of such information which may occur prior to the
acceptance of the undersigned's subscription and will promptly send you written
confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Number of Shares Subscribed for: ___________
Aggregate purchase price (number of shares x $2.00--
minimum purchase 50,000 shares for $100,000)....$
---------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned retirement plans has all
requisite authority to acquire the Shares hereby subscribed for and to enter
into the Subscription Agreement and further, the undersigned Signatory of the
subscribing entity has been duly authorized by all requisite action on the part
of such entity to execute this Signature Page on its behalf.
P-5
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that his or her
signature on this Signature Page constitutes the execution the Retirement Plan
Questionnaire and the Subscription Agreement on behalf of the subscriber
retirement plan this _____ day of ______________, 1998.
----------------------------------------
Name of Retirement Plan
By:
-------------------------------------
Signature of Authorized Individual
----------------------------------------
Print Name and Title
P-6
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
CHECK, SIGNATURE PAGE AND RETIREMENT PLAN QUESTIONNAIRE RECEIVED AND
SUBSCRIPTION ACCEPTED ON ________________________, 1998.
V-ONE Corporation
By:
----------------------------------------
Its:
----------------------------------------
P-7
V-ONE CORPORATION
SHARES OF COMMON STOCK
AMENDMENT NO. 2 TO PLACEMENT AGENT AGREEMENT
This Amendment No. 2 dated November 16, 1998 to the Placement Agent
Agreement dated October 9, 1998, and as amended on November 9, 1998 (the
"AGREEMENT") by and between V-ONE Corporation, a Delaware corporation (the
"COMPANY"), and LaSalle St. Securities, Inc., an Illinois corporation (the
"PLACEMENT AGENT").
The Company and the Placement Agent hereby agree to amend the Agreement as
set forth below:
1. The fourth paragraph on the page 1 of the Agreement is hereby amended
and restated in its entirety as follows:
"Accompanying this Agreement is (1) a copy of the Company's
Confidential Private Placement Memorandum dated October 9, 1998 ("VERSION
#1 OF THE OFFERING MEMORANDUM") and the subscription documents (including
a Purchaser Representative Questionnaire) attached as an exhibit thereto
(the "VERSION #1 OF THE SUBSCRIPTION DOCUMENTS") and (2) a copy of the
Company's Confidential Private Placement Memorandum dated November 3, 1998
("VERSION #2 OF THE OFFERING MEMORANDUM") and the subscription documents
(including a Purchaser Representative Questionnaire) attached as an
exhibit thereto (the "VERSION #2 OF THE SUBSCRIPTION DOCUMENTS"). Both
Version #1 and Version #2 of the Offering Memorandum and the Subscription
Documents were prepared for use in conjunction with the offer and sale of
the Shares. Investors who subscribe for the Shares (the "SUBSCRIBERS")
will be required to complete either Version #1 or Version #2 of the
Subscription Documents and execute the Subscription Agreement forming a
part thereof (the "SUBSCRIPTION DOCUMENTS"). Version #1 of the Offering
Memorandum was supplemented on October 9, 1998, and November 9, 1998 and
Version #2 of the Offering Memorandum was supplemented on October 9, 1998
and November 16, 1998. Version #1 of the Offering Memorandum and Version
#2 of the Offering Memorandum are (and their respective exhibits) together
with the respective Subscription Documents are herein referred to as the
"OFFERING MEMORANDUM," except that, if either Version #1 or Version #2 of
the Offering Memorandum or the Subscription Documents shall be
supplemented or amended as herein provided, the term "OFFERING MEMORANDUM"
shall refer, from and after the supplement or amendment has been delivered
to the Placement Agent, to the Subscription Documents and the Confidential
Private Placement Memorandum and the exhibits thereto as so amended or
supplemented."
IN WITNESS whereof, the parties have signed this Amendment No. 2 to the
Placement Agent Agreement as of the day and year first above written.
LASALLE ST. SECURITIES, INC. V-ONE CORPORATION
By: /s/ Michael Grady By: /s/ Charles B. Griffis
------------------------------- ---------------------------
Michael Grady, Vice President Charles B. Griffis,
Chief Financial Officer
V-ONE CORPORATION
20250 Century Boulevard, Suite 300
Germantown, Maryland 20874
November 18, 1998
LaSalle St. Securities, Inc.
810 Washington Blvd.
Chicago, Ilinois 60607
Re: V-ONE CORPORATION - PRIVATE PLACEMENT OF COMMON STOCK
-----------------------------------------------------
Ladies and Gentlemen:
This letter ("Letter") waives certain requirements found in the
Confidential Private Placement Memoranda dated October 9, 1998, as amended, and
November 3, 1998, as amended, (collectively, "Memoranda") pursuant to which
V-ONE Corporation ("Company") is offering shares of the Company's common stock,
par value $0.001 per share ("Shares"). The Letter is being issued to LaSalle St.
Securities, Inc. in its capacity as Placement Agent for the Company.
The Company hereby waives the $100,000 minimum investment requirement
found in the Memoranda. There shall be no minimum investment required in order
to subscribe for Shares in the offering. This waiver is conditioned on the
requirements that each individual or entity that invests less than $100,000: (1)
is an "accredited investor" as that term is defined in Rule 506 of Regulation D
promulgated under the Securities Act of 1933; and (2) is a citizen of the United
States or resident of the United States for United States federal income tax
purposes or an entity organized in or under the laws of the United States or any
political subdivision thereof.
Very truly yours,
V-ONE CORPORATION
By: /s/ Charles B. Griffis
-------------------------------
Name: Charles B. Griffis
Title: Senior Vice President and
Chief Financial Officer
Receipt Acknowledged:
LASALLE ST. SECURITIES, INC.
By: /s/ Michael Grady
------------------------
Name: Michael Grady
Title: Vice President
V-ONE CORPORATION
-------------
--------------------------------------
Investor Name:________________________
Offering Memorandum:__________________
Allocated _______
Wait List ______
--------------------------------------
$3,600,000 in gross sale proceeds
as described in the
Confidential Private Placement Memorandum
dated November 3, 1998
----------------
SUBSCRIPTION DOCUMENTS
----------------
The completed documents must be returned to LaSalle St. Securities, Inc.
(the "PLACEMENT AGENT") at the following address:
LaSalle St. Securities, Inc.
810 W. Washington Blvd
Chicago, Illinois 60607
Attention: Michael Grady
This Offering is conditioned upon the receipt of subscriptions for the
purchase of at least 1,800,000 shares of Common Stock, $0.001 par value per
share (the "COMMON STOCK"), at a purchase price of $2.00 per share (such
aggregated amount being referred to as the "PURCHASE PRICE"), and the receipt of
the full Purchase Price therefor on or before the Expiration Date of the
Offering (as defined below). The Company will hold a Closing of the Offering
(the "CLOSING") upon receipt and acceptance of $3,600,000 in gross sale proceeds
(i.e., subscriptions for 1,800,000 shares). The Company may sell an additional
922,070 shares (an additional $1,844,140 in gross sale proceeds) on the same
terms described above. Pending the Closing, each prospective investor's payment
accompanying the Subscription Documents will be deposited in a segregated escrow
account with the Escrow Agent. As more fully described in the Company's
Confidential Private Placement Memorandum dated October 9, 1998 and as
supplemented on October 9, 1998 and November 9, 1998 (the "Memorandum"), the
Offering is expected to expire on November 16, 1998 (the "EXPIRATION DATE")
which Expiration Date may be extended by the mutual agreement of the Company and
the Placement Agent (as defined below) until November 20, 1998 without notice to
investors. The Company has the right, in its sole discretion, to accept or
reject any subscription in whole or in part. Purchase price payments will be
delivered to LaSalle National Bank, 135 South LaSalle Street, Chicago, Illinois
(the "ESCROW AGENT") for deposit in an interest-bearing account by noon of the
next business day following the receipt until receipt thereof. If subscriptions
for at least 1,800,000 shares of Common Stock have not been received and
accepted, and the full Purchase Price therefor has not been received, on or
before the Expiration Date, the Offering will be terminated and all funds will
be returned promptly to subscribers without any interest thereon, and without
charge or deduction.
If a prospective investor has relied upon a purchaser representative in
connection with evaluating the purchase of Common Stock, such prospective
investor must have the purchaser representative complete a Purchaser
Representative Questionnaire, which is available upon request from the Company.
No person is authorized to receive the Subscription Documents unless
preceded or accompanied by a copy of the Memorandum, as may be amended or
supplemented from time to time and which Memorandum amends and restates any
prior confidential private placement memorandum relating to the shares of Common
Stock covered by the Offering. Reproduction or circulation of the Subscription
Documents, in whole or in part, is prohibited.
<PAGE>
THE SECURITIES ARE BEING OFFERED FOR SALE ONLY TO "ACCREDITED INVESTORS" AS THAT
TERM IS DEFINED IN RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IN
ORDER FOR THE COMPANY TO MAKE A DETERMINATION AS TO AN INVESTOR'S STATUS AS AN
ACCREDITED INVESTOR, EACH INVESTOR IS REQUIRED TO MAKE CERTAIN REPRESENTATIONS
AND WARRANTIES AND TO COMPLETE CERTAIN INFORMATION ALL OF WHICH IS CONTAINED IN
THE PROSPECTIVE INVESTOR QUESTIONNAIRE.
BY EXECUTING THE SIGNATURE PAGE INCLUDED HEREIN, EACH SUBSCRIBER
ACKNOWLEDGES AND AGREES AS FOLLOWS:
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ENTITY ISSUING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT, THE SUBSCRIPTION
DOCUMENTS, OR THE CONFIDENTIAL OFFERING MEMORANDUM AND ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
AGREE THEY ARE ACQUIRING THE SHARES FOR INVESTMENT AND NOT WITH A VIEW TO RESALE
OR DISTRIBUTION. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME, THE
SHARES ARE SPECULATIVE INVESTMENTS WHICH INVOLVE A HIGH DEGREE OF RISK OF LOSS
BY INVESTORS OF THEIR ENTIRE INVESTMENT. INVESTORS AGREE THEY HAVE NOT BEEN
INDUCED TO INVEST BY ANY FORM OF GENERAL SOLICITATION OF GENERAL ADVERTISING.
2
<PAGE>
SUBSCRIPTION AGREEMENT
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Gentlemen:
1. PURCHASE AND SALE. V-ONE Corporation, a Delaware corporation (the
"COMPANY"), has offered for sale, and the undersigned purchaser (the
"PURCHASER") hereby tenders this subscription and applies for the purchase of
the number of shares ("SHARES") of common stock, $0.001 par value per Share (the
"COMMON STOCK") set forth on the Signature Page at the purchase price of $2.00
(the "OFFERING PRICE"). The Offering is expected to expire on November 16, 1998,
subject to extension(s) by the mutual agreement of the Company and the Placement
Agent until November 20, 1998 without notice to investors (the "EXPIRATION
DATE"). The Offering is conditioned upon the Company's receipt and acceptance of
subscriptions for 1,800,000 shares and the Company's receipt of the full
Purchase Price therefor ($3,600,000) by the "Expiration Date". The Company has
reserved the right to sell up to an additional 922,070 shares (an additional
$1,844,140 in gross sale proceeds) on the same terms set forth above in the
event this Offering is oversubscribed (the "Over Subscription Option"). The
Purchaser must subscribe for a minimum of 50,000 shares ($100,000), which
requirement may be waived in the Company's sole discretion. Together with this
Subscription Agreement, the Purchaser is delivering to the Company the full
amount of the Purchase Price for the shares (the "PURCHASE PRICE") subscribed
for. This subscription may be rejected by the Company in its sole discretion in
whole or in part. THE SIGNATURE OF THE UNDERSIGNED ON THE SIGNATURE PAGE
CONSTITUTES THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT.
2. AMOUNT AND METHOD OF PAYMENT. Payment of the Purchase Price required
to purchase the Shares subscribed for hereunder is being made by check payable
to "LaSalle National Bank as Escrow Agent for V-ONE Corporation" or wire
transfer in the amount of the Purchase Price for the undersigned's subscription
to such account at the Escrow Agent (as previously defined), which represents
payment in full for the subscribed Shares. If payment is to be made by wire
transfer, the Purchaser shall contact the Placement Agent to obtain appropriate
wire transfer instructions. If a subscription is rejected in whole or in part or
if the Offering is terminated for any reason, the Purchaser's subscription shall
be void and all funds received from the Purchaser shall be returned as soon as
practicable to the Purchaser without any interest thereon, and without charge or
deduction.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
(a) (i) The undersigned understands that the Shares have not
been registered under the Securities Act of 1933, as amended (the "ACT")
or the securities laws of any state, by reason of their contemplated
issuance in transactions exempt from the prospectus and delivery
requirements of the Act pursuant to Section 4(2) thereof, and that the
reliance on such exemption from registration is predicated in part on
these representations and warranties of the Purchaser. The Purchaser
acknowledges that pursuant to Section 6(b) hereof a restrictive legend
consistent with the foregoing has been or will be placed on the
certificates representing the Shares. The Purchaser understands that
neither the Securities and Exchange Commission ("SEC") nor any state
securities commission has approved the Shares or passed upon or endorsed
the merits of the investment or reviewed or confirmed the accuracy or
determined the adequacy of any information furnished to the Purchaser in
connection with the Offering.
(ii) The Purchaser is acquiring the Shares solely for the
account of the Purchaser, for investment purposes only, and not with a
view toward the resale or distribution thereof. The Purchaser further
agrees not to transfer the Shares in violation of the Act or any
applicable state securities law, and no one other than the Purchaser has
any beneficial interest in the Shares;
(iii) The Shares are and will be "restricted securities," as
said term is defined in Rule 144 promulgated under the Act;
(iv) The Purchaser agrees that it will not sell or otherwise
dispose of any of the Shares unless such sale or other disposition (x) has
3
<PAGE>
been registered under the Act or, in the opinion of counsel, is exempt
from registration under the Act and (y) has been registered or qualified
or, in the opinion of such counsel, is exempt from registration or
qualification under applicable state securities laws. The Purchaser may
not sell, transfer, or otherwise dispose of the Shares except in
compliance with the applicable rules of the SEC;
(v) The Purchaser is an "accredited investor," as such term
is defined in Rule 501(a) of Regulation D promulgated under the Act; and
(vi) The Purchaser is not an officer, director or "affiliate"
(as that term is defined in Rule 405 promulgated under the Act) of the
Company.
(b) (i) The Purchaser has received and carefully reviewed the
Company's Confidential Offering Memorandum dated as of October 9, 1998, as
amended and supplemented by the Supplement (No. 1) thereto dated October
9, 1998 and Supplement No. 2 thereto dated November 9, 1998 and as may be
further amended or supplemented from time to time (the "Memorandum") which
Memorandum relates to the Shares covered by this Offering;
(ii) The Purchaser has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the Company
and the Offering and to verify the accuracy of any representation or
information set forth in the Memorandum, and all such questions, if any,
have been answered to the full satisfaction of the Purchaser;
(iii) The Purchaser has received from the Company, and has
reviewed, such information which the Purchaser considers necessary or
appropriate to evaluate the risks and merits of an investment in the
Shares, including without limitation, the Memorandum. The Purchaser
acknowledges that the information set forth under the heading of "Risk
Factors" in the Memorandum is specifically incorporated herein by
reference and forms an integral part of this Subscription Agreement;
(iv) The Purchaser has such knowledge and expertise in
financial and business matters that the Purchaser is capable of evaluating
the merits and risks involved in an investment in the Shares and
acknowledges that an investment in the Shares entails a number of very
significant risks and funds should only be invested if the Purchaser is
able to withstand the total loss of his investment;
(v) Except as set forth in this Subscription Agreement, no
representations or warranties have been made to the Purchaser by the
Company or any agent, employee or affiliate of the Company. The Purchaser
has relied solely on the representations, warranties, covenants and
agreements of the Company in this Subscription Agreement and on the
Purchaser's examination and independent investigation in making its
decision to acquire the Shares, including review of the Memorandum and the
Company's current SEC filings;
(vi) The Purchaser understands that the Shares are being
offered and sold expressly conditioned upon the satisfaction of specific
exemptions from the registration requirements of federal and state
securities laws and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein and in the related
investor questionnaire in order to determine the applicability of such
exemptions and the suitability of the Purchaser to acquire the Shares. The
Purchaser acknowledges that it is solely the Purchaser's responsibility to
satisfy itself as to the full observance by this Offering and the sale of
the Shares to Purchaser of the laws of any jurisdiction outside of the
United States and Purchaser has done so and that his or its state or
country of residence is set forth in such investor questionnaire;
(vii) If an individual, the Purchaser is over 21 years old and
is legally competent to execute this Subscription Agreement; if an entity,
the Purchaser is duly authorized to invest in the Shares, and the
individual signing this Subscription Agreement has been duly authorized by
the Purchaser to do so;
(viii) The Purchaser has full power and authority to execute
and deliver this Subscription Agreement and to perform the Purchaser's
4
<PAGE>
obligations hereunder, and this Subscription Agreement is a legally
binding obligation of the Purchaser enforceable against Purchaser in
accordance with its terms; and
(ix) The Purchaser has not incurred any obligation for any
finder's or broker's agent's fees or commission in connection with the
transactions contemplated hereby.
(c) All the information which the undersigned has furnished to the
Company, or which is set forth herein, is correct and complete as of the
date of this Subscription Agreement, and if there should be any material
change in such information, the Purchaser will immediately furnish such
revised or corrected information to the Company. Unless the Company
receives written notice to the contrary from the Purchaser prior to the
Company's acceptance of this subscription, the Company shall be entitled
to assume that the preceding is accurate in all respects on the date of
the Closing ("CLOSING DATE").
4. BINDING EFFECT. The Purchaser understands that this subscription is
not binding upon the Company until the Company accepts it, which acceptance is
at the sole discretion of the Company and is to be evidenced by the Company's
execution of the Signature Page where indicated. This Subscription Agreement
shall be null and void if the Company does not accept it as aforesaid. Upon
acceptance by the Company and receipt of the Purchase Price, the Company will
issue the Shares to the Purchaser.
5. ACCEPTANCE IN PART. The Purchaser understands that the Company may, in
its sole discretion, reject this subscription in whole or in part and reduce
this subscription in any amount and to any extent.
6. RESTRICTIVE LEGEND AND STOP-TRANSFER INSTRUCTIONS.
(a) The Purchaser shall comply with all of the following
restrictions prior to reselling any of the Shares:
(i) The Purchaser shall notify the Company about any
proposed resale which notice must be received by the Company at least five
business days prior to such resale;
(ii) All offers or sales of such securities by the Purchaser
in the United States or to U.S. persons may only be made pursuant to an
effective registration filed under the Act or by an exemption from
registration under the Act and in compliance with all applicable state
securities laws; and
(iii) If requested by the Company, the Purchaser shall provide
a satisfactory opinion from legal counsel that the Purchaser's resale
complies with this section.
(b) Any certificate or certificates representing the Shares shall
bear an appropriate legend evidencing the preceding restrictions.
7. INDEMNIFICATION - PLACEMENT.
(a) The Purchaser agrees to indemnify the Company and hold it
harmless from and against any and all losses, damages, liabilities, costs
and expenses (including, but not limited to, any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) which it may sustain or
incur in connection with the breach by the Purchaser of any
representation, warranty or covenant made by it herein or in any other
document furnished by the undersigned to the Company in connection with
the undersigned's investment in the Shares.
(b) The Company agrees to indemnify the Purchaser and hold it
harmless from and against any and all losses, damages, liabilities, costs
and expenses (including, but not limited to, any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) which it may sustain or
incur in connection with the breach by the Company of any representation,
warranty or covenant made by it herein.
5
<PAGE>
8. REGISTRATION OF SHARES. The Company hereby agrees to use its best
efforts to file a registration statement with respect to the resale of the
Shares purchased by the Purchaser pursuant to the Offering within a reasonable
time after the date of the Closing (as defined in the Memorandum), but in no
event later than 45 days after the date of the Closing. In connection with the
foregoing, the Company will as expeditiously as practicable:
(a) prepare and file with the SEC a registration statement with
respect to such Shares and use its best efforts to cause such registration
statement to become and remain effective for such period, not to exceed
six months, as may be reasonably necessary to effect the sale of such
securities;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for a period, which need not exceed six months, and comply with
the provisions of the Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance herewith and with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(c) furnish to each seller of Shares under such registration
statement, such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such
other documents as such seller or underwriters may reasonably request in
order to facilitate the disposition of the Shares, owned by such seller or
the sale of such securities by such underwriters; and
(d) register or qualify such Shares, under the securities or blue
sky laws of such jurisdictions in the United States as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Shares, owned by such seller
(provided, however, that the Company will not be required (i) to qualify
generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph or (ii) to subject itself
to taxation in any such jurisdiction).
9. REGISTRATION EXPENSES. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of the Company's independent certified public
accountants, and legal counsel, underwriters (excluding discounts and
commissions attributable to the Shares), and other persons retained by the
Company (all such expenses being herein called "REGISTRATION EXPENSES"), will be
borne by the Company. All costs and expenses other than Registration Expenses
relating to the offer and sale of Shares pursuant hereto (e.g., fees and
expenses of underwriters, underwriting discounts, selling commissions and
taxes), and the fees and expenses of counsel engaged by the sellers of Shares,
shall be the responsibility of such sellers. In addition, the Company will pay
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance obtained by the Company and the expenses and fees for listing the
Shares to be registered on each securities exchange or transaction reporting
system on which shares of Common Stock are then listed.
10. INDEMNIFICATION - REGISTRATION.
(a) The Company agrees to indemnify, to the extent permitted by law,
each seller of Shares, its officers and directors and each person who
controls such seller (within the meaning of the Act or the Securities
Exchange Act of 1934, as amended ("EXCHANGE ACT")) against all losses,
claims, damages, liabilities and expenses (including, without limitation,
attorneys' fees except as limited by Section 10(c)) caused by any untrue
or alleged untrue statement of a material fact contained in any
registration statement, prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, except
insofar as the same are caused by or contained in any information
furnished in writing to the Company by such seller expressly for use
6
<PAGE>
therein or by such seller's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such seller with a sufficient number of copies of
the same. In connection with an underwritten offering, the Company will
indemnify such underwriters, their officers and directors and each person
who controls such underwriters (within the meaning of the Act or the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the sellers of Shares. The reimbursements required by
this Section 10(a) will be made by periodic payments during the course of
the investigation or defense, as and when bills are received or expenses
incurred.
(b) In connection with any registration statement in which a seller
of Shares, is participating, each such seller will furnish to the Company
in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus or any amendment thereof or supplement thereto and, to the
extent permitted by law, will indemnify the Company, its directors and
officers and each person who controls the Company (within the meaning of
the Act or the Exchange Act) against any losses, claims, damages,
liabilities and expenses (including, without limitation, attorneys' fees
except as limited by Section 10(c)) resulting from any untrue statement of
a material fact contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances under which
they were made not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so
furnished in writing by such seller; provided that the obligation to
indemnify will be several, not joint and several, among such sellers of
Shares, and the liability of each such seller of Shares will be in
proportion to, and provided further that such liability will be limited
to, the net amount received by such seller from the sale of Shares
pursuant to such registration statement.
(c) Any person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. The indemnifying
party will not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified
parties with respect to such claim.
(d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
person of such indemnified party and will survive the transfer of Shares.
The Company and each seller of Shares also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to
such party in the event the Company's or such seller's indemnification is
unavailable for any reason.
11. CONFIDENTIALITY. The Purchaser acknowledges and agrees that all
information relating to the Company and this subscription, including, but not
limited to, the information contained in the Memorandum, shall be kept
confidential by the Purchaser, except as otherwise required by law or made
public other than by or through the undersigned.
12. NONTRANSFERABILITY. Neither this Subscription Agreement nor any of the
rights of the Purchaser hereunder may be transferred or assigned by the
Purchaser.
13. AMENDMENT; ENTIRE AGREEMENT; GOVERNING LAW. This Subscription
Agreement (i) may only be modified by a written instrument executed by the
Purchaser and the Company, (ii) together with the Investor Questionnaire and
Signature Page, sets forth the entire agreement of the Purchaser and the Company
with respect to the subject matter hereof and supersedes all prior agreements
7
<PAGE>
and understandings between or among the parties with respect to the subject
matter hereof, (iii) shall be governed by the laws of the State of Delaware
applicable to contracts made and to be wholly performed therein, and (iv) shall
inure to the benefit of, and be binding upon, the Company and the Purchaser and
their respective heirs, legal representatives, successors and assigns.
14. NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed overnight
delivery, or facsimile transmission if such transmission is confirmed by
delivery by certified or registered mail (first class postage pre-paid) or
guaranteed overnight delivery, to the following addresses and telecopy numbers
(or to such other addresses or telecopy numbers which such party shall
subsequently designate in writing to the other party): (a) If to the Company:
V-ONE Corporation, 20250 Century Boulevard - Suite 300, Germantown, Maryland
20874, Attention: Charles B. Griffis; facsimile: (301) 515-5280; and (b) If to
the Purchaser: to the address set forth on the investor questionnaire
accompanying this Subscription Agreement; with a copy to: LaSalle St.
Securities, Inc., 810 West Washington Blvd, Chicago, Illinois 60607, Attention:
Michael Grady; facsimile: (312) 705-3000.
15. PRONOUNS. Unless the context otherwise requires, all personal pronouns
used in this Subscription Agreement, whether in the masculine, feminine or
neuter gender, shall include all other genders.
THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
8
<PAGE>
-------------------------------------------
IMPORTANT:
Please Complete Investor Name:
-----------------------------
LaSalle St. Account No.:
-------------------
Offering Memorandum No.
-------------------
(from the cover of the Offering Memorandum)
ALLOCATED / /
WAIT LIST / /
-------------------------------------------
INDIVIDUAL INVESTOR QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned's subscription to purchase the Shares
of V-ONE Corporation (the "Company") may be accepted. The Company will not offer
or sell Shares to any investor who has not completed a Questionnaire.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.
- -------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, OR, IF YOU ARE MARRIED
AND LIVE IN A COMMUNITY PROPERTY STATE, BOTH YOU AND YOUR SPOUSE MUST SIGN THE
SIGNATURE PAGE (PAGE I-6).
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU
MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of
pages I-1 to I-8 and return both completed Questionnaires to the Company in the
same envelope.
- -------------------------------------------------------------------------------
===============================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE INVESTOR SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
===============================================================================
I-1
<PAGE>
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF SHARES:
/ / Individual
/ / Joint Tenants (rights of survivorship)
/ / Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ONE OF THE FOLLOWING:
I live in a community property state.
/ / Yes
/ / No
III. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO YOU:
/ / 1. I have an individual net worth or joint net worth* with
my spouse in excess of $1,000,000.
/ / 2. I have had an individual income* in excess of $200,000 in
each of the two most recently completed years and I
reasonably expect an individual income in excess of
$200,000 in the current year.
/ / 3. My spouse and I have had a joint income* in excess of
$300,000 in each of the two most recently completed years
and we reasonably expect a joint income in excess of
$300,000 in the current year.
IV. OTHER CERTIFICATIONS.
By signing the Signature Page, I certify the following (or, if I am
purchasing Shares with my spouse as co-owner, each of us certifies the
following):
(a) that I am at least 21 years of age; and
(b) that the name, home address and social security number or taxpayer
identification number as set forth in this Questionnaire are true,
correct and complete; and
- -----------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
I-2
<PAGE>
(c) that one of the following is true and correct (check one):
SPOUSE, IF
PURCHASER CO-OWNER
- ------------ -----------
/ / / / I am a United States citizen or resident of the
United States for United States federal income tax
purposes.
/ / / / I am neither a United States citizen nor am
resident of the United States for United States
federal income tax purposes.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The undersigned's total proposed investment in the Shares:
does NOT represent more than:
/ / 10% of the undersigned's net worth.
/ / 15% of the undersigned's net worth.
/ / 20% of the undersigned's net worth.
/ / 25% of the undersigned's net worth.
/ / 50% of the undersigned's net worth.
/ / DOES represent more than 50% of the undersigned's net worth.
V. GENERAL INFORMATION.
(a) PERSONAL INFORMATION.
PURCHASER:
Name:
--------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
-----------------------------
Residence Address:
-------------------------------------------------------------
(Number and Street)
- -------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
----------------------------------------------------
(Area Code) (Number)
Name of Business: Title:
------------------------- ------------------------------
Business Address:
--------------------------------------------------------------
(Number and Street)
- -------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number:
-----------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
NASD Affiliation or Association, if any:
---------------------------------------
I-3
<PAGE>
If none, check here / /
SPOUSE, IF CO-OWNER:
Name:
---------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
------------------------------
Residence Address:
--------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number (IF DIFFERENT FROM PURCHASER'S):
--------------------
(Area Code) (Number)
Business Address (IF DIFFERENT FROM PURCHASER'S):
-------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number (IF DIFFERENT FROM PURCHASER'S):
----------------------
(Area Code) (Number)
I prefer to have correspondence sent to: / / Residence / / Business
NASD Affiliation or Association, if any:
----------------------------------------
If none, check here / /
VI. REGISTRATION RIGHTS INFORMATION.
(a) Please provide the following information:
The nature of any position, office or other material relationship
that you have had with the Company or any of its predecessors or
affiliates during the past three years:
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you currently
own, if any (not including any shares subscribed for herein):
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you have the
right to acquire, if any (including shares of Common Stock
underlying warrants):
--------------------------------------------------------------------
Describe the arrangement under which you have the right to acquire
the shares of Common Stock listed in the preceding paragraph above:
--------------------------------------------------------------------
--------------------------------------------------------------------
VII. SIGNATURE.
The Signature Page is contained on Page I-6.
I-4
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
INDIVIDUAL INVESTORS
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Ladies and Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for (a) the attached Investor
Questionnaire and (b) the attached Subscription Agreement. The undersigned
represents and agrees that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE
EXECUTION OF EACH OF THE FOREGOING DOCUMENTS, and, in addition, acknowledges,
certifies, represents and agrees with you as follows:
1. INVESTOR QUESTIONNAIRE. The information contained in the Investor
Questionnaire, including the social security number, is complete and accurate as
of the date hereof and may be relied upon by you, and the undersigned will
notify you immediately of any material change in any of such information which
may occur prior to the acceptance of the undersigned's subscription and will
promptly send you written confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Subscription amount: $
---------------------------------------------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
Form of joint ownership (if applicable). (If one of these boxes is
checked, subscriber and co-subscriber must both sign all documents):
Tenants-by-Entirety / / Joint Tenants / /
Tenants-In-Common / /
If the Shares hereby subscribed for are to be owned by more than one
person in any manner, the undersigned understands and agrees that all of the
co-investors in such Shares must sign this Signature Page and complete an
Investor Questionnaire in order for this subscription to be accepted.
I-5
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that he or she
has (they have) executed the Investor Questionnaire, the Subscription Agreement
and the Signature Page this _______________ day of ____________________________,
199___.
- -------------------------------- --------------------------------
Please Print Name of Investor Signature of Investor
- -------------------------------- --------------------------------
Please Print Name of Co-Investor Signature of Investor
[[[AUTHORIZATION TO TRANSFER FUNDS FROM CUSTOMER ACCOUNT TO ESCROW AGENT]]]
The undersigned authorize(s) LaSalle St. Securities, Inc. to debit
Customer Account #_________________ at LaSalle St. Securities, Inc. and to
transfer the amount of the aggregate purchase price for the Shares subscribed to
LaSalle National Bank as Escrow Agent.
--------------------------------------
Signature of Investor
--------------------------------------
Signature of Investor
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, CONCURRED WITH BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION OF SUCH SHARES ARE NOT REQUIRED.
I-6
<PAGE>
TO BE COMPLETED AND SIGNED BY REGISTERED REPRESENTATIVE
I hereby represent on recommending the purchase of Shares in the Company
that I, the Registered Representative:
1. have reasonable grounds to believe, on the basis of information
obtained from the participant and any other information known by me, that the
Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated under the Act;
2. have, prior to execution of the written Subscription Agreement,
informed the Purchaser of all pertinent facts relating to the liquidity and
marketability of the Shares during the term of the investment.
I further represent that I am registered to offer and sell securities of
the type offered in this Offering in the state in which this Offering is made.
- ----------------------------------------------
Registered Representative Signature Date
- ----------------------------------------------
Print Name of Registered Representative
- ----------------------------------------------
Broker-Dealer Firm Name
- ----------------------------------------------
Street Address
- ----------------------------------------------
City & State Zip Code
I-7
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
NOT TO BE COMPLETED BY SUBSCRIBER PAYMENT OF PURCHASE PRICE, SIGNATURE PAGE AND
INVESTOR QUESTIONNAIRE RECEIVED AND SUBSCRIPTION ACCEPTED ON
________________________, 199___.
V-ONE Corporation
By:
-----------------------------------------
Its:
----------------------------------------
I-8
<PAGE>
--------------------------------------------
IMPORTANT:
Please Complete Investor Name:
------------------------------
LaSalle St. Account No.:
--------------------
Offering Memorandum No.
---------------------
(from the cover of the Offering Memorandum)
ALLOCATED / /
WAIT LIST / /
--------------------------------------------
CORPORATION QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned CORPORATION's subscription to
purchase the Shares of V-ONE Corporation (the "Company") may be accepted. The
Company will not offer or sell the Shares to any investor who has not completed
a Questionnaire.
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.
===============================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE INVESTOR SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
===============================================================================
C-1
<PAGE>
I. PLEASE CHECK STATEMENTS 1 OR 2 AND 3 BELOW, AS APPLICABLE:
/ / 1. If the undersigned CORPORATION was formed for the specific
purpose of acquiring the Shares, each of the shareholders of the
undersigned CORPORATION is able to certify that such shareholder
meets at least one of the following conditions:
(a) The shareholder is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000.
(b) The shareholder is a natural person whose individual
income* was in excess of $200,000 in each of the two most
recently completed years and who reasonably expects an
individual income in excess of $200,000 in the current
year.
(c) The shareholder is a natural person who, together with his
or her spouse, has had a joint income* in excess of
$300,000 in each of the two most recently completed years
and who reasonably expects a joint income in excess of
$300,000 in the current year.
(d) The shareholder is an entity in which all of the equity
owners satisfy (a), (b) or (c) above.
/ / 2. The undersigned CORPORATION: (i) was not formed for the
specific purpose of acquiring the Shares; AND (ii) has total
assets in excess of $5,000,000.
/ / 3. The CORPORATION is one of the following:
(a) A bank as defined in Section 3(a)(2) of the Securities Act
of 1933, whether acting in its individual or fiduciary
capacity.
(b) A broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
(c) An insurance company as defined in Section 2(13) of the
Securities Act of 1933;
(d) An investment company registered under the Investment
Company Act of 1940 or a "business development company" as
defined in Section 2(a)(48) of such act.
(e) A Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958.
(f) A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
- ----------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
C-2
<PAGE>
- -------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 IN SECTION I, YOU MUST PROVIDE A LETTER
SIGNED BY AN OFFICER OF THE UNDERSIGNED CORPORATION LISTING THE NAME OF EACH
SHAREHOLDER AND THE REASON (UNDER STATEMENT 1) WHY SUCH SHAREHOLDER QUALIFIES
AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR
JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL
INVESTOR QUESTIONNAIRE.
- -------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the CORPORATION's purchase of the Shares will be solely for the
CORPORATION's own account and not for the account of any other
person; and
(b) that the purchase by the CORPORATION is directed by a person who has
such knowledge and experience in financial and business matters that
he/she is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed investment
decision; and
(c) that the CORPORATION's name, address of principal office, place of
formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
(d) that one of the following is true and correct (check one):
/ / the CORPORATION is a corporation organized in or under THE
laws of the United States or any political subdivision
thereof; or
/ / the CORPORATION is a corporation which is neither created
nor organized in or under the United States or any political
subdivision thereof, but which has made an election under
either Section 897(i) or 897(k) of the United States Internal
Revenue Code of 1986, as amended, to be treated as a domestic
corporation for certain purposes of United States federal
income taxation. (A COPY OF THE INTERNAL REVENUE SERVICE
ACKNOWLEDGMENT OF THE UNDERSIGNED'S ELECTION MUST BE ATTACHED
TO THIS SUBSCRIPTION AGREEMENT IF THIS PROVISION IS
APPLICABLE); or
/ / neither (i) nor (ii) above is true.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The undersigned's total proposed investment in the Shares:
does NOT represent more than:
/ / 10% of the undersigned's net worth.
/ / 15% of the undersigned's net worth.
/ / 20% of the undersigned's net worth.
/ / 25% of the undersigned's net worth.
/ / 50% of the undersigned's net worth.
/ / DOES represent more than 50% of the undersigned's net worth.
C-3
<PAGE>
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE CORPORATION):
Name:
---------------------------------------------------------------------------
Principal Place of Business:
----------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State of Incorporation:
---------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
NASD Affiliation or Association of Trustee(s), if any:
--------------------------
If none, check here / /
Number of Shareholders:
---------------------------------------------------------
Principal Activity of Corporation:
----------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION:
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
IV. REGISTRATION RIGHTS INFORMATION.
(a) Please provide the following information:
The nature of any position, office or other material relationship
that you have had with the Company or any of its predecessors or
affiliates during the past three years:
--------------------------------------------------------------------
The number of shares of Common Stock of the Company you currently
own, if any (not including any shares subscribed for herein):
-------
The number of shares of Common Stock of the Company you have the
right to acquire, if any (including shares of Common Stock
underlying warrants):
-----------------------------------------------
C-4
<PAGE>
Describe the arrangement under which you have the right to acquire
the shares of Common Stock listed in the preceding paragraph above:
--------------------------------------------------------------------
--------------------------------------------------------------------
V. SIGNATURE.
The Signature Page is contained on Page C-7.
C-5
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
CORPORATE INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Ladies and Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for (a) the attached Investor
Questionnaire and (b) the attached Subscription Agreement. The undersigned
represent and agrees that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE
EXECUTION OF EACH OF THE FOREGOING DOCUMENTS and, in addition, acknowledges,
certifies, represents and agrees with you as follows:
1. INVESTOR QUESTIONNAIRE. The information contained in the Investor
Questionnaire, including the undersigned's taxpayer identification number, is
complete and accurate as of the date hereof and may be relied upon by you, and
the undersigned will notify you immediately of any material change in any of
such information which may occur prior to the acceptance of the undersigned's
subscription and will promptly send you written confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Subscription amount: $
------------------------------------------------
Name(s) in which Shares are to be registered:
----------------------------------------------------------------------
----------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned corporation has all
requisite authority to acquire the Shares hereby subscribed for and to enter
into the Subscription Agreement and further, the undersigned officer or partner
of the subscribing entity has been duly authorized by all requisite action on
the part of such entity to execute this Signature Page on its behalf.
C-6
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that it has
caused the Investor Questionnaire, the Subscription Agreement and the Signature
Page to be duly executed and authorized on its behalf this _____ day of
______________, 199___.
--------------------------------------
Name of Investor
By:
-----------------------------------
Signature of Authorized Person
--------------------------------------
Print name and title
[[[AUTHORIZATION TO TRANSFER FUNDS FROM CUSTOMER ACCOUNT TO ESCROW AGENT]]]
The undersigned authorize(s) LaSalle St. Securities, Inc. to debit
Customer Account #_________________ at LaSalle St. Securities, Inc. and to
transfer the amount of the aggregate purchase price for the Shares subscribed to
LaSalle National Bank as Escrow Agent.
--------------------------------------------
Name of Investor
By:
-----------------------------------------
Signature of Authorized Person
---------------------------------------------
Print name and title
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, CONCURRED WITH BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION OF SUCH SHARES ARE NOT REQUIRED.
C-7
<PAGE>
TO BE COMPLETED AND SIGNED BY REGISTERED REPRESENTATIVE
I hereby represent on recommending the purchase of Shares in the Company
that I, the Registered Representative:
1. have reasonable grounds to believe, on the basis of information
obtained from the participant and any other information known by me, that the
Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated under the Act;
2. have, prior to execution of the written Subscription Agreement,
informed the Purchaser of all pertinent facts relating to the liquidity and
marketability of the Shares during the term of the investment.
I further represent that I am registered to offer and sell securities of
the type offered in this Offering in the state in which this Offering is made.
- ----------------------------------------------
Registered Representative Signature Date
- ----------------------------------------------
Print Name of Registered Representative
- ----------------------------------------------
Broker-Dealer Firm Name
- ----------------------------------------------
Street Address
- ----------------------------------------------
City & State Zip Code
C-8
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
PAYMENT OF PURCHASE PRICE, SIGNATURE PAGE AND INVESTOR QUESTIONNAIRE RECEIVED
AND SUBSCRIPTION ACCEPTED ON ______________________________, 199___.
V-ONE Corporation
By:
-----------------------------------------
Its:
----------------------------------------
C-9
<PAGE>
---------------------------------------
IMPORTANT: Investor Name:
Please Complete ---------------------------------------
PARTNERSHIP QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned PARTNERSHIP's subscription to
purchase the Shares of V-ONE Corporation (the "Company") may be accepted. The
Company will not offer or sell Shares to any investor who has not completed a
Questionnaire.
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY
===============================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE AUTHORIZED SIGNATORY SIGNS THE SIGNATURE PAGE ANNEXED
HERETO.
===============================================================================
T-1
<PAGE>
I. PLEASE CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE:
/ / 1. Each of the partners of the undersigned PARTNERSHIP is able to
certify that such partner meets at least one of the following
conditions:
(a) The partner is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000.
(b) The partner is a natural person whose individual income*
was in excess of $200,000 in each of the two most recent
years and who reasonably expects an individual income in
excess of $200,000 in the current year.
(c) The partner is a natural person who, together with his
or her spouse, has had a joint income* in excess of
$300,000 in each of the two most recent years and who
reasonably expects a joint income in excess of $300,000
in the current year.
(d) The partner is an entity in which all of the equity
owners satisfy (a), (b) or (c) above.
/ / 2. The undersigned PARTNERSHIP: (i) was not formed for the
specific purpose of acquiring the Shares; AND (ii) has total
assets in excess of $5,000,000.
- -------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 IN SECTION I AND DID NOT CHECK STATEMENT 2,
YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER OF THE UNDERSIGNED
PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER A GENERAL OR LIMITED
PARTNER) AND THE REASON (UNDER STATEMENT 1) SUCH PARTNER QUALIFIES AS AN
ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT
INCOME), OR EACH PARTNER MUST PROVIDE A COMPLETE INDIVIDUAL INVESTOR
QUESTIONNAIRE.
- -------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the PARTNERSHIP Signature Page, the undersigned certifies the
following:
(a) that the purchase by the PARTNERSHIP is directed by a person who has
such knowledge and experience in financial and business matters that
he/she is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed investment
decision; and
(b) that the PARTNERSHIP's name, address of principal office, place of
formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
- ------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
T-2
<PAGE>
(c) that one of the following is true and correct (check one):
/ / the PARTNERSHIP is a partnership formed in or under the laws
of the United States or any political subdivision thereof; or
/ / the PARTNERSHIP is not a partnership formed in or under the
laws of the United States or any political subdivision
thereof.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The PARTNERSHIP'S total proposed investment in the Shares:
/ / does NOT represent more than 10% of the Partnership's net worth and
such net worth is at least $200,000 OR does NOT represent more than 25% of the
Partnership's net worth and such net worth is at least $250,000 and the
Partnership had an annual income of at least $100,000 in 1996 and 1997 and
reasonably expects to reach the same income level in 1998.
/ / does represent more than 10% of the Partnership's net worth and such
net worth is at least $200,000 OR does represent more than 25% of the
Partnership's net worth and such net worth is at least $250,000 and the
Partnership had an annual income of at least $100,000 in 1996 and 1997 and
reasonably expects to reach the same income level in 1998.
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE PARTNERSHIP):
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
NASD Affiliation or Association of Partner(s), if any:
--------------------------
T-3
<PAGE>
If none, check here / /
Number of Partners:
-------------------------------------------------------------
Principal Activity of Partnership:
----------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF
THE PARTNERSHIP:
Name:
---------------------------------------------------------------------------
Position or Title:
-------------------------------------------------------------
IV. REGISTRATION RIGHTS INFORMATION.
(a) Please provide the following information:
The nature of any position, office or other material relationship
that you have had with the Company or any of its predecessors or
affiliates during the past three years:
-----------------------------
The number of shares of Common Stock of the Company you currently
own, if any (not including any shares subscribed for herein):
-------
The number of shares of Common Stock of the Company you have the
right to acquire, if any (including shares of Common Stock
underlying warrants):
-----------------------------------------------
Describe the arrangement under which you have the right to acquire
the shares of Common Stock listed in the preceding paragraph above:
--------------------------------------------------------------------
--------------------------------------------------------------------
V. SIGNATURE.
The Signature Page is contained on Pages P5 - P6.
T-4
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
PARTNERSHIP INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Ladies and Gentlemen:
The undersigned subscriber for Shares hereby submits to you this
Partnership Signature Page which constitutes the signature page for (a) the
attached Partnership Questionnaire and (b) the attached Subscription Agreement.
The undersigned represents and agrees that THE EXECUTION OF THIS SIGNATURE PAGE
CONSTITUTES THE EXECUTION OF EACH OF THE FOREGOING DOCUMENTS and, in addition,
acknowledges, certifies, represents and agrees with you as follows:
1. PARTNERSHIP QUESTIONNAIRE. The information contained in the
Partnership Questionnaire, including the undersigned's taxpayer identification
number, is complete and accurate as of the date hereof and may be relied upon by
you, and the undersigned will notify you immediately of any material change in
any of such information which may occur prior to the acceptance of the
undersigned's subscription and will promptly send you written confirmation
thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Subscription amount: $
---------------------------------------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned partnership has all requisite
authority to acquire the Shares hereby subscribed for and to enter into the
Subscription Agreement and further, the undersigned officer or partner of the
subscribing entity has been duly authorized by all requisite action on the part
of such entity to execute this Signature Page on its behalf.
T-5
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that his or her
signature on the Signature Page constitutes the execution of the Partnership
Questionnaire and the Subscription Agreement on behalf of the subscriber
partnership this _____ day of ______________, 199__.
--------------------------------------
Name of Investor
By:
-----------------------------------
Signature of Authorized Person
--------------------------------------
Print name and title
[[[AUTHORIZATION TO TRANSFER FUNDS FROM CUSTOMER ACCOUNT TO ESCROW AGENT]]]
The undersigned authorize(s) LaSalle St. Securities, Inc. to debit
Customer Account #_________________ at LaSalle St. Securities, Inc. and to
transfer the amount of the aggregate purchase price for the Shares subscribed to
LaSalle National Bank as Escrow Agent.
--------------------------------------------
Name of Investor
By:
----------------------------------------
Signature of Authorized Person
--------------------------------------------
Print name and title
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, CONCURRED WITH BY COUNSEL TO THE
COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT SUCH REGISTRATION AND
QUALIFICATION OF SUCH SHARES ARE NOT REQUIRED.
T-6
<PAGE>
TO BE COMPLETED AND SIGNED BY REGISTERED REPRESENTATIVE
I hereby represent on recommending the purchase of Shares in the Company
that I, the Registered Representative:
1. have reasonable grounds to believe, on the basis of information
obtained from the participant and any other information known by me, that the
Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated under the Act;
2. have, prior to execution of the written Subscription Agreement,
informed the Purchaser of all pertinent facts relating to the liquidity and
marketability of the Shares during the term of the investment.
I further represent that I am registered to offer and sell securities of
the type offered in this Offering in the state in which this Offering is made.
- ----------------------------------------------
Registered Representative Signature Date
- ----------------------------------------------
Print Name of Registered Representative
- ----------------------------------------------
Broker-Dealer Firm Name
- ----------------------------------------------
Street Address
- ----------------------------------------------
City & State Zip Code
T-7
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
PAYMENT OF PURCHASE PRICE, SIGNATURE PAGE AND INVESTOR QUESTIONNAIRE
RECEIVED AND SUBSCRIPTION ACCEPTED ON ______________________________, 199___.
V-ONE Corporation
By:
-------------------------------------
Its:
------------------------------------
T-8
<PAGE>
---------------------------------------------
IMPORTANT:
Please Complete Investor Name:
-------------------------------
LaSalle St. Account No.:
---------------------
Offering Memorandum No.
----------------------
(from the cover of the Offering Memorandum)
ALLOCATED / /
WAIT LIST / /
---------------------------------------------
TRUST QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned TRUST's subscription to purchase the
Shares of V-ONE Corporation (the "Company") may be accepted. The Company will
not offer or sell Shares to any investor who has not completed a Questionnaire.
INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY
===============================================================================
THIS INVESTOR QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE TRUSTEE SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
===============================================================================
T-9
<PAGE>
I. PLEASE CHECK STATEMENTS 1 AND 2 BELOW, AS APPLICABLE:
/ / 1. (a) the TRUST has total assets in excess of $5,000,000; AND
(b) the TRUST was not formed for the specific purpose of
acquiring the Shares; AND
(c) the purchase by the TRUST is directed by a person who
has such knowledge and experience in financial and
business matters that he/she is capable of evaluating
the merits and risks of an investment in the Shares and
of making an informed investment decision.
/ / 2. The grantor of the TRUST may revoke the TRUST at any time; the
grantor retains sole investment control over the assets of the
TRUST, AND
(a) the grantor is a natural person whose individual net
worth* or joint net worth with the grantor's spouse
exceeds $1,000,000; or
(b) the grantor is a natural person who had an individual
income* in excess of $200,000 in each of the two most
recent years and who reasonably expects an individual
income in excess of $200,000 in the current year; or
(c) the grantor is a natural person who, together with his
or her spouse, has had a joint income* in excess of
$300,000 in each of the two most recent years and who
reasonably expects a joint income in excess of $300,000
in the current year.
- -------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 IN SECTION I AND DID NOT CHECK STATEMENT 1,
THE GRANTOR MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE FOR
EACH GRANTOR.
- -------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the TRUST's purchase of the Shares is within the investment
powers and authority of the TRUST (as set forth in the declaration
of trust or other governing instrument) and that all necessary
consents, approvals and authorizations for such purchase have been
obtained and that each person who signs the Signature Page has all
requisite power and authority as trustee to execute this
Questionnaire on behalf of the TRUST; and
(b) that the TRUST has not been established in connection with either
(i) an employee benefit plan (as defined in Section 3(3) of ERISA),
whether or not subject to the provisions of Title I of ERISA, or
(ii) a plan described in Section 4975(e)(i) of the Internal Revenue
Code; and
(c) that the TRUST's name, address of principal office, place of
formation and taxpayer identification number as set forth in this
Questionnaire are true, correct and complete; and
- -------------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
T-10
<PAGE>
(d) that one of the following is true and correct (check one):
/ / the TRUST is an estate or trust whose income from sources
outside of the United States is includable in its gross income
for United States federal tax purposes regardless of its
connection with a trade or business carried on in the United
States; or
/ / the TRUST is an estate or trust whose income from sources
outside the United States is not includable in its gross
income for United States federal income tax purposes
regardless of its connection with a trade or business carried
on in the United States.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
The Trust's total proposed investment in the Shares:
/ / does NOT represent more than 10% of the Trust's net worth and such
net worth is at least $200,000 OR does NOT represent more than 25%
of the Trust's net worth and such net worth is at least $250,000 and
the Trust had an annual income of at least $100,000 in 1996 and 1997
and reasonably expects to reach that same income level in 1998.
/ / does represent more than 10% of the Trust's net worth and such net
worth is at least $200,000 OR does represent more than 25% of the
Trust's net worth and such the Trust has a net worth of at least
$250,000 and the Trust had an annual income of at least $100,000 in
1996 and 1997 and reasonably expects to reach the same income level
in 1998.
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE TRUST):
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
Principal Activity of Trust:
----------------------------------------------------
(b) TRUSTEES WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
TRUST:
T-11
<PAGE>
Name(s) of Trustee(s):
----------------------------------------------------------
NASD Affiliation or Association of Trustee(s), if any: If none, check here / /
---
IV. SIGNATURE.
The Signature Page is contained on Pages T-5 - T-6.
T-12
<PAGE>
----------------------------------
SIGNATURE PAGE
----------------------------------
TRUST INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for the attached Trust Questionnaire
and the attached Subscription Agreement. The undersigned represent and agrees
that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE EXECUTION OF EACH OF
THE FOREGOING DOCUMENTS, and, in addition, acknowledges, certifies, represents
and agrees with you as follows:
1. TRUST QUESTIONNAIRE. The information contained in the Trust
Questionnaire, including the undersigned's taxpayer identification number, is
complete and accurate as of the date hereof and may be relied upon by you, and
the undersigned will notify you immediately of any material change in any of
such information which may occur prior to the acceptance of the undersigned's
subscription and will promptly send you written confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Number of Shares Subscribed for:
-------------------
Aggregate purchase price (number of shares x $2.00--
minimum purchase 50,000 shares for $100,000).....$
--------------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned trust has all requisite
authority to acquire the Shares hereby subscribed for and to enter into the
Subscription Agreement and further, the undersigned trustee of the subscribing
entity has been duly authorized by all requisite action on the part of such
entity to execute this Signature Page on its behalf.
T-13
<PAGE>
IN WITNESS WHEREOF, the undersigned trustees represent(s), under penalty
of perjury, that the foregoing statements are true and correct and that his or
her signature on this Signature Page constitutes the execution of the Trust
Questionnaire and the Subscription Agreement on behalf of the subscriber Trust
this _____ day of ______________, 1998.
For Individual Trustee(s): For Corporate Trustee:
- ---------------------------------- -----------------------------------
Signature, as Trustee Name of Corporate Trustee
By:
- ---------------------------------- --------------------------------
Print Name Signature of Authorized Officer
- ---------------------------------- -----------------------------------
Signature of Co-Trustee Print Name and Title
(If required by Trust Instrument)
- ----------------------------------
Print Name
T-14
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
CHECK, SIGNATURE PAGE AND TRUST QUESTIONNAIRE RECEIVED AND SUBSCRIPTION ACCEPTED
ON ________________________, 1998.
V-ONE Corporation
By:
-----------------------------------
Its:
----------------------------------
T-15
<PAGE>
-------------------------------------------
IMPORTANT:
Please Complete Investor Name:
-----------------------------
LaSalle St. Account No.:
-------------------
Offering Memorandum No.
--------------------
(from the cover of the Offering Memorandum)
ALLOCATED / /
WAIT LIST / /
-------------------------------------------
RETIREMENT PLAN QUESTIONNAIRE
-----------------------------
V-ONE CORPORATION
-----------------------------
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned RETIREMENT PLAN's subscription to
purchase the Shares of V-ONE Corporation (the "Company") may be accepted. The
Company will not offer or sell Shares to any investor who has not completed a
Questionnaire.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY.
===============================================================================
THIS RETIREMENT PLAN QUESTIONNAIRE WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL
PURPOSES WHEN THE INVESTOR SIGNS THE SIGNATURE PAGE ANNEXED HERETO.
===============================================================================
P-1
<PAGE>
I. PLEASE CHECK ANY OF THE FOLLOWING STATEMENTS, AS APPLICABLE:
/ / 1. The undersigned RETIREMENT PLAN certifies that it is an
employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA"); AND:
/ / (a) the investment decisions are made by a plan fiduciary as
defined in Section 3(21) of ERISA that (i) is either a
bank, insurance company or registered investment
advisor, or (ii) is a savings and loan association; or
/ / (b) The undersigned RETIREMENT PLAN has total assets in
excess of $5,000,000.
/ / (c) The undersigned RETIREMENT PLAN is self-directed, with
investment decisions made solely by persons each of whom
satisfies at least one of the following conditions:
(i) such person's individual net worth* or joint net
worth with his or her spouse exceeds $1,000,000;
or
(ii) such person had an individual income* was in
excess of $200,000 in each of the two most recent
years and who reasonably expects an individual
income in excess of $200,000 in the current year;
or
(iii) such person together with his or her spouse, has
had a joint income* in excess of $300,000 in each
of the two most recent years and who reasonably
expects a joint income in excess of $300,000 in
the current year.
- -------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1(c) AND NOT STATEMENT 1(a) OR STATEMENT 1(b),
YOU MUST PROVIDE A LETTER SIGNED BY A PERSON DULY AUTHORIZED BY THE
RETIREMENT PLAN LISTING, AS APPLICABLE, THE NAMES OF THE PERSONS (OR
ENTITIES) MAKING THE INVESTMENT DECISION AND THE REASON (UNDER STATEMENT 1(c)
SUCH PERSON (OR ENTITY) QUALIFIES AN AS ACCREDITED INVESTOR (ON THE BASIS OF
NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME OR OTHERWISE), OR EACH SUCH
PERSON (OR ENTITY) MUST COMPLETE THE APPROPRIATE QUESTIONNAIRE (I.E., FOR AN
INDIVIDUAL, TRUST, PARTNERSHIP OR CORPORATION).
- -------------------------------------------------------------------------------
II. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the RETIREMENT PLAN's purchase of the Shares will be solely for
the RETIREMENT PLAN's own account and not for the account of any
other person or entity; and
- ---------------------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities INCLUDING home, home furnishings
and automobiles. In determining income, an investor should add to his or
her adjusted gross income as reflected on his or her most recent federal
income tax return any amounts attributable to tax-exempt income received,
losses claimed as a limited partner in any limited partnership, deductions
claimed for depletion, contributions to IRA or Keogh retirement plans,
alimony payments and any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income.
P-2
<PAGE>
(b) that the RETIREMENT PLAN's governing documents duly authorize the
type of investment contemplated herein, and the undersigned is
authorized and empowered to make such investment on behalf of the
RETIREMENT PLAN; and
(c) that the purchase by the RETIREMENT PLAN is directed by a person who
has such knowledge and experience in financial and business matters
that he/she is capable of evaluating the merits and risks of an
investment in the Shares and of making an informed investment
decision; and
(d) that one of the following is true and correct (check one):
/ / the RETIREMENT PLAN is a retirement plan whose income from
sources outside of the United States is includable in its
gross income for United States federal tax purposes regardless
of its connection with a trade or business carried on in the
United States; or
/ / the RETIREMENT PLAN is a retirement plan whose income from
sources outside the United States is not includable in its
gross income for United States federal income tax purposes
regardless of its connection with a trade or business carried
on in the United States.
ALL PROSPECTIVE INVESTORS MUST MAKE THE FOLLOWING CERTIFICATION:
THE RETIREMENT PLAN'S total proposed investment in the Shares:
/ / does NOT represent more than 10% of the RETIREMENT PLAN'S net worth
AND such net worth is at least $200,000 OR does NOT represent more
than 25% of the RETIREMENT PLAN'S net worth and such net worth is at
least $250,000 and the RETIREMENT PLAN had an annual income of at
least $100,000 in 1996 and 1997 and reasonably expects to reach the
same income level in 1998.
/ / does represent more than 10% of THE RETIREMENT PLAN'S net worth and
such net worth is at least $200,00 OR does represent more than 25%
of the RETIREMENT PLAN'S net worth and such net worth is at least
$250,000 and the RETIREMENT PLAN had an annual income of at least
$100,000 in 1996 and 1997 and reasonably expects to reach the same
income level in 1998.
III. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE RETIREMENT PLAN):
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
P-3
<PAGE>
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF
THE RETIREMENT PLAN:
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
IV. SIGNATURE.
The Signature Page is contained on Pages R-5 - R-6.
P-4
<PAGE>
--------------------------
SIGNATURE PAGE
--------------------------
RETIREMENT PLAN INVESTOR
V-ONE Corporation
20250 Century Boulevard - Suite 300
Germantown, Maryland 20874
Gentlemen:
The undersigned subscriber for Shares hereby submits to you this Signature
Page which constitutes the signature page for the attached Retirement Plan
Questionnaire and the attached Subscription Agreement. The undersigned represent
and agrees that THE EXECUTION OF THIS SIGNATURE PAGE CONSTITUTES THE EXECUTION
OF EACH OF THE FOREGOING DOCUMENTS and, in addition, acknowledges, certifies,
represents and agrees with you as follows:
1. RETIREMENT PLAN QUESTIONNAIRE. The information contained in the
Retirement Plan Questionnaire, including the undersigned's taxpayer
identification number, is complete and accurate as of the date hereof and may be
relied upon by you, and the undersigned will notify you immediately of any
material change in any of such information which may occur prior to the
acceptance of the undersigned's subscription and will promptly send you written
confirmation thereof.
2. SUBSCRIPTION INFORMATION (to be completed by investor).
Number of Shares Subscribed for:
----------------
Aggregate purchase price (number of shares x $2.00--
minimum purchase 50,000 shares for $100,000).........$
----------
Name(s) in which Shares are to be registered:
--------------------------------------------------------------------
--------------------------------------------------------------------
3. INVESTMENT AUTHORIZATION. The undersigned retirement plans has all
requisite authority to acquire the Shares hereby subscribed for and to enter
into the Subscription Agreement and further, the undersigned Signatory of the
subscribing entity has been duly authorized by all requisite action on the part
of such entity to execute this Signature Page on its behalf.
P-5
<PAGE>
IN WITNESS WHEREOF, the undersigned represent(s), under penalty of
perjury, that the foregoing statements are true and correct and that his or her
signature on this Signature Page constitutes the execution the Retirement Plan
Questionnaire and the Subscription Agreement on behalf of the subscriber
retirement plan this _____ day of ______________, 1998.
--------------------------------------
Name of Retirement Plan
By:
-----------------------------------
Signature of Authorized Individual
---------------------------------------
Print Name and Title
P-6
<PAGE>
NOT TO BE COMPLETED BY SUBSCRIBER
CHECK, SIGNATURE PAGE AND RETIREMENT PLAN QUESTIONNAIRE RECEIVED AND
SUBSCRIPTION ACCEPTED ON ________________________, 1998.
V-ONE Corporation
By:
-----------------------------------
Its:
----------------------------------
P-7
October __, 1998
To: V-ONE Corporation LaSalle St. Securities, Inc.
20250 Century Boulevard, Suite 300 810 W. Washington Boulevard
Germantown, Maryland 20874 Chicago, Illinois 60607
Ladies and Gentlemen:
Reference is made to the Confidential Private Placement Memorandum dated
October 9, 1998 of V-ONE Corporation as supplemented by the Supplement thereto
dated October 9, 1998 (collectively, the "Memorandum").
The undersigned ("Purchaser") hereby amends its Subscription Agreement
contained in the Subscription Documents relating to the offering described in
the Memorandum by inserting a new Section 3(d), which reads as follows:
(d) The Purchaser's ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and the
Purchaser is a person of the kind described in Article (11)(3)
of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1995 (United Kingdom) or is a person to whom
such document may otherwise be lawfully issued or passed on.
Except as modified by this letter, the Purchaser's Subscription Agreement
remains in full force and effect.
Very truly yours,
---------------------------------
Name of Purchaser
By:
-------------------------------
Signature of Authorized Person
----------------------------------
Print Name and Title
ACCEPTED AND AGREED:
V-ONE CORPORATION
By:
----------------------------
Its:
---------------------------
ADDENDUM #1 TO SUBSCRIPTION DOCUMENTS
SUPPLEMENT #2 TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
November 16, 1998
To: V-ONE Corporation LaSalle St. Securities, Inc.
20250 Century Boulevard, Suite 300 810 W. Washington Boulevard
Germantown, Maryland 20874 Chicago, Illinois 60607
Ladies and Gentlemen:
Reference is made to the Confidential Private Placement Memorandum dated
November 3, 1998 of V-ONE Corporation (the "Memorandum"), as supplemented by the
Supplement (No. 1) thereto dated October 9, 1998 ("Supplement No. 1").
The undersigned ("Purchaser") hereby acknowledges receipt of the
Memorandum, and in the case of a non-United States purchaser Supplement No. 1,
and amends the Subscription Documents and the Memorandum as follows:
1. The term "Memorandum" as defined and used in the Subscription
Documents, the Memorandum and Supplement No. 1 is hereby revised to mean the
Confidential Private Placement Memorandum dated November 3, 1998 as supplemented
by Supplement No. 1 thereto dated October 9, 1998 as further supplemented by the
information in Sections 2 and 3 below.
2. The second sentence of the second paragraph on the cover page of the
Memorandum is hereby replaced in its entirety by the following sentence:
The offering is expected to expire on November 20, 1998.
3. The Capitalization Table on page 11 of the Memorandum has been
revised as set forth below:
As a result of the antidilution adjustments to the JMI Warrant (as
defined on page 12 of the Memorandum), the exercise prices of warrants to
purchase Common Stock will range from $2.00 to $4.77 and the number of
shares issuable on exercise of warrants will increase by 29,604 shares as
a result of the consummation of the Offering.
June 30, 1998 (unaudited)
---------------------------
Actual Pro Forma Pro Forma
Minimum Maximum
Series A Convertible Preferred Stock,
$0.001 par value; 13,333,333 shares
authorized; 4,000 shares issued; 2,462
shares outstanding as of June 30, 1998
and pro forma minimum and maximum $ 2,188,884 $ 0 $ 0
----------- ----------- -----------
Common stock, $0.001 par value;
33,333,333 shares authorized; 13,882,046
shares issued and outstanding as of
June 30, 1998 and pro forma minimum
and maximum 13,882 15,682 16,604
Additional paid-in capital 26,576,333 29,832,533 31,500,557
Notes receivable from sales of common stock (50,726) (50,726) (50,726)
Accumulated deficit (20,209,470) (20,209,470)(20,209,470)
------------ ------------ -----------
Total shareholders' equity 6,330,019 9,588,019 11,256,965
------------ ----------- ------------
Total capitalization $8,518,903 $9,588,019 $11,256,965
=========== ========== ============
<PAGE>
Assumed: Private placement of a minimum 1,800,000 Shares at $2.00 per
Share and a maximum of 2,722,070 Shares at $2.00 per Share
less commissions and expenses in the amount of 9.5% of the
gross sale proceeds. Other Offering expenses payable by the
Company, estimated to be approximately $50,000, have not been
deducted. The pro forma minimum and pro forma maximum also
assume redemption of all 2,462 outstanding shares of Series A
Stock at $1,300 per share.
The foregoing table does not include warrants to purchase 1,623,971
shares of Common Stock with exercise prices ranging from $2.1038 to $4.77
per share or options to purchase 2,512,099 shares of Common Stock with
exercise prices ranging from $0.425 to $5.875 per share outstanding as of
June 30, 1998 or the Agent Warrants.
Very truly yours,
------------------------------
Name of Purchaser
By:___________________________
Signature of Authorised Person
------------------------------
Print Name and Title
ACCEPTED AND AGREED:
V-ONE CORPORATION
By:______________________
Its:_____________________
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SALE TO THE HOLDER OF
THESE SECURITIES AND OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THESE SECURITIES ARE NOT COVERED BY A REGISTRATION STATEMENT UNDER THE ACT OR
REGISTRATION UNDER STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED,
AND SUCH SHARES OF COMMON STOCK MUST BE ACQUIRED, FOR INVESTMENT ONLY AND MAY
NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE
RESALE THEREOF OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase 50,000 Shares of Common
Stock of V-ONE Corporation
V-ONE CORPORATION
COMMON STOCK PURCHASE WARRANT
V-ONE CORPORATION, a Delaware corporation (the "Company"), hereby
certifies that, for value received, LaSalle St. Securities, Inc., an Illinois
corporation, or registered assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company at any time or from time to
time after 9:00 a.m., New York City Time on November 20, 1999, and before 5:00
p.m., New York City time, on the Expiration Date (as defined herein), fifty
thousand fully paid and nonassessable shares of Common Stock, $.001 par value,
of the Company at a purchase price per share equal to the Purchase Price (as
hereinafter defined). The number of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided in this Warrant.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term "Business Day" as used herein shall mean a day on which
the New York Stock Exchange is open for business.
(b) The term "Common Stock" includes the Company's Common Stock,
$.001 par value per share, as authorized on the date hereof, and any other
securities into which or for which the Common Stock may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.
(c) The term "Company" shall include V-ONE Corporation and any
corporation that shall succeed to or assume the obligation of V-ONE
Corporation hereunder.
<PAGE>
(d) The term "Expiration Date" refers to November 20, 2003.
(e) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) that the Holder of this Warrant at any time shall
be entitled to receive, or shall have received, on the exercise of this
Warrant, in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 4.
(f) The term "Purchase Price" shall mean $2.125, subject to
adjustment as provided in this Warrant.
1. EXERCISE OF WARRANT.
-------------------
1.1 EXERCISE AT OPTION OF HOLDER. This Warrant may be exercised by
the Holder hereof in full or in part at any time or from time to time during the
exercise period specified in the first paragraph hereof until the Expiration
Date by surrender of this Warrant and the subscription form annexed hereto (duly
executed) by such Holder, to the Company at its principal office, accompanied by
payment, in cash or by certified or official bank check payable to the order of
the Company in the amount obtained by multiplying (a) the number of shares of
Common Stock designated by the Holder in the subscription form by (b) the
Purchase Price then in effect. On any partial exercise, the Company will
forthwith issue and deliver to or upon the order of the Holder hereof a new
Warrant or Warrants of like tenor, in the name of the Holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
request, providing in the aggregate on the face or faces thereof for the
purchase of the number of shares of Common Stock for which such Warrant or
Warrants may still be exercised.
1.2 NET ISSUANCE. Notwithstanding anything to the contrary contained
in Section 1.1, the Holder may elect to exercise this Warrant in whole or in
part by receiving shares of Common Stock equal to the net issuance value (as
determined below) of this Warrant, or any part hereof, upon surrender of this
Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:
X = Y (A-B)
-------
A
Where: X = the number of shares of Common Stock to be issued to the
Holder
Y = the number of shares of Common Stock as to which this
Warrant is to be exercised
A = the "current fair market value of one share of Common
Stock" (as defined below) calculated as of the last
trading day immediately preceding the exercise of this
Warrant
-2-
<PAGE>
B = the Purchase Price
As used herein, "current fair market value of one share of Common
Stock" as of a specified date shall mean with respect to each share of Common
Stock the average of the closing bid prices of the Common Stock on the principal
securities market on which the Common Stock may at the time be traded over a
period of five Business Days consisting of the day as of which the current fair
market value of a share of Common Stock is being determined (or if such day is
not a Business Day, the Business Day next preceding such day) and the four
consecutive Business Days prior to such day. If on the date for which current
fair market value is to be determined the Common Stock is not eligible for
trading on any securities market, the current fair market value of Common Stock
shall be the highest price per share that the Company could then obtain from a
willing buyer (not a current employee or director) for shares of Common Stock
sold by the Company, from authorized but unissued shares, as determined in good
faith by the Board of Directors of the Company, unless prior to such date the
Company has become subject to a merger, acquisition or other consolidation
pursuant to which the Company is not the surviving party, in which case the
current fair market value of the Common Stock shall be deemed to be the value
received by the holders of the Company's Common Stock for each share thereof
pursuant to the Company's acquisition.
2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant, and in any event within three
days thereafter, the Company at its expense (including the payment by it of any
applicable issue or stamp taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct, a certificate or certificates for
the number of fully paid and nonassessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, in such
denominations as may be requested by such Holder, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current fair market value (as determined in
accordance with subsection 1.2) of one full share, together with any other stock
or other securities any property (including cash, where applicable) to which
such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
Upon exercise of this Warrant as provided herein, the Company's obligation to
issue and deliver the certificates for Common Stock shall be absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision thereof, the
recovery of any judgment against any person or any action to enforce the same,
any failure or delay in the enforcement of any other obligation of the Company
to the Holder, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other person
of any obligation to the Company or any violation or alleged violation of law by
the Holder or any other person, and irrespective of any other circumstance that
might otherwise limit such obligation of the Company to the Holder in connection
with such exercise. If the Company fails to issue and deliver the certificates
for the Common Stock to the Holder pursuant to the first sentence of this
paragraph as and when required to do so, in addition to any other liabilities
the Company may have hereunder and under applicable law, the Company shall pay
or reimburse the Holder on demand for all out-of-pocket expenses including,
without limitation, fees and expenses of legal counsel incurred by the Holder as
a result of such failure.
-3-
<PAGE>
3. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.;
RECLASSIFICATION, ETC. In case at any time or from time to time, all the holders
of Common Stock (or Other Securities) shall have received, or (on or after the
record date fixed for the determination of stockholders eligible to receive)
shall have become entitled to receive, without payment therefor,
(a) other or additional stock or other securities or property (other
than cash) by way of dividend, or
(b) any cash (excluding cash dividends payable solely out of
earnings or earned surplus of the Company), or
(c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate
rearrangement,
other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the Holder of this Warrant, on the
exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) that such Holder
would hold on the date of such exercise if on the date hereof the Holder had
been the holder of record of the number of shares of Common Stock called for on
the face of this Warrant and had thereafter, during the period from the date
hereof to and including the date of such exercise, retained such shares and all
such other or additional stock and other securities and property (including cash
in the case referred to in subdivisions (b) and (c) of this Section 3)
receivable by the Holder as aforesaid during such period, giving effect to all
adjustments called for during such period by Section 4.
4. EXERCISE UPON REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case
at any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person, (c) effect an exchange of
outstanding shares of the Company for securities of any other person or (d)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, as a condition of such reorganization,
consolidation, merger, share exchange, sale or conveyance, the Company shall
cause effective provisions to be made so that the Holder shall have the right
thereafter, by exercising this Warrant (in lieu of the shares of Common Stock of
the Company purchasable and receivable upon exercise of the rights represented
hereby immediately prior to such transaction) to purchase the kind and amount of
shares of stock and other securities and property (including cash) receivable
upon such reorganization, consolidation, merger, share exchange, sale or
conveyance by a holder of the number of shares of Common Stock that might have
been received upon exercise of this Warrant immediately prior to such
reorganization, consolidation, merger, share exchange, sale or conveyance;
PROVIDED, HOWEVER, that in the event (a) the value of the stock, securities or
other assets or property (determined in good faith by the Board of Directors of
the Company) issuable or payable with respect to one share of Common Stock of
the Company purchasable and receivable upon the exercise of the rights
-4-
<PAGE>
represented hereby immediately prior to such transaction is in excess of the
Purchase Price hereof in effect at the time of such reorganization,
consolidation, merger, share exchange, sale or conveyance (after giving effect
to any adjustment in such Purchase Price required to be made under the terms of
this Warrant), and (b) the securities, if any, to be received in such
reorganization, consolidation, merger, share exchange, sale or conveyance are
publicly traded, then if the Company gives the Holder at least 20 Business Days
(or such lesser period as the Company gives notice of such transaction to the
holders of the outstanding shares of Common Stock) prior notice of such
reorganization, merger, share exchange, sale or conveyance this Warrant shall
expire unless exercised prior to such reorganization, consolidation, merger,
share exchange, sale or conveyance. Any such provision shall include provisions
for adjustments in respect of such shares of stock and other securities and
property that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The provisions of this Section shall
apply to successive reorganizations, consolidations, mergers, share exchanges,
sales and conveyances.
5. ADJUSTMENT FOR EXTRAORDINARY EVENTS. In the event that the
Company shall (i) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (ii) subdivide or reclassify its
outstanding shares of Common Stock, or (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 5.
The Holder of this Warrant shall thereafter, on the exercise hereof as provided
in Section 1, be entitled to receive that number of shares of Common Stock
determined by multiplying the number of shares of Common Stock that would be
issuable on such exercise as of immediately prior to such issuance by a fraction
of which (i) the numerator is the Purchase Price in effect immediately prior to
such issuance and (ii) the denominator is the Purchase Price in effect on the
date of such exercise.
6. FURTHER ASSURANCES. The Company will take all action that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of stock, free from all taxes, liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of this Warrant from time to time outstanding.
-5-
<PAGE>
7. NOTICES OF RECORD DATE, ETC. In the event of
(a) any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend on, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of
all or substantially all of the assets of the Company to or consolidation
or merger of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then and in each such event the Company will mail or cause to be mailed to the
Holder, at least ten days prior to such record date, a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or Other
Securities) for securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount and character of
any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall also state that the action in question or the
record date is subject to the effectiveness of a registration statement under
the Securities Act of 1933, as amended (the "Securities Act"), or a favorable
vote of stockholders if either is required. Such notice shall be mailed at least
ten days prior to the date specified in such notice on which any such action is
to be taken or the record date, whichever is earlier.
8. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.
9. TRANSFER OF WARRANT. This Warrant shall inure to the benefit of
the successors to and assigns of the Holder. This Warrant and all rights
hereunder, in whole or in part, is registrable at the office or agency of the
Company referred to below by the Holder hereof in person or by his duly
authorized attorney, upon surrender of this Warrant properly endorsed.
10. REGISTER OF WARRANTS. The Company shall maintain, at the
principal office of the Company (or such other office as it may designate by
notice to the Holder hereof), a register in which the Company shall record the
name and address of the person in whose name this Warrant has been issued, as
-6-
<PAGE>
well as the name and address of each successor and prior owner of such Warrant.
The Company shall be entitled to treat the person in whose name this Warrant is
so registered as the sole and absolute owner of this Warrant for all purposes.
11. EXCHANGE OF WARRANT. This Warrant is exchangeable, upon the
surrender hereof by the Holder hereof at the office or agency of the Company
referred to in Section 10, for one or more new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock that may be subscribed for purchase hereunder, each of
such new Warrants to represent the right to subscribe for and purchase such
number of shares as shall be designated by said Holder hereof at the time of
such surrender.
12. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
13. WARRANT AGENT. The Company may, by written notice to the Holder,
appoint an agent having an office in the United States of America, for the
purpose of issuing Common Stock (or Other Securities) on the exercise of this
Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 11,
and replacing this Warrant pursuant to Section 12, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
14. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
15. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall
not entitle the Holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the Holder hereof to purchase Common Stock, and no mere
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of such Holder for the Purchase Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
16. NOTICES, ETC. All notices and other communications from the
Company to the registered Holder of this Warrant shall be mailed by first class
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such Holder or at the address shown for such Holder on
the register of Warrants referred to in Section 10.
17. INVESTMENT REPRESENTATIONS. By acceptance of this Warrant, the
Holder represents to the Company that this Warrant is being acquired for the
-7-
<PAGE>
Holder's own account and for the purpose of investment and not with a view to,
or for sale in connection with, the distribution thereof, nor with any present
intention of distributing or selling the Warrant or the Common Stock issuable
upon exercise of the Warrant. The Holder acknowledges that the Holder has been
afforded the opportunity to meet with the management of the Company and to ask
questions of, and receive answers from, such management and the Company's
counsel about the business and affairs of the Company and concerning the terms
and conditions of the offering of this Warrant, and to obtain any additional
information, to the extent that the Company possessed such information or could
acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information otherwise obtained by or furnished to the Holder in
connection with the offering of this Warrant. The Holder asserts that it is an
"accredited investor" as defined in Rule 501(a)(3) under the Securities Act, it
may be considered to be a sophisticated investor, is familiar with the risks
inherent in speculative investments such as in the Company, has such knowledge
and experience in financial and business matters that it is capable of
evaluating the merits and risks of the investment in this Warrant and the Common
Stock issuable upon exercise of this Warrant, and is able to bear the economic
risk of the investment. The Holder acknowledges and agrees that this Warrant
and, except as otherwise provided in the Placement Agent Agreement dated as of
October 9, 1998 between LaSalle St. Securities, Inc. and the Company, as amended
or modified on the date hereof and as subsequently amended or modified from time
to time (the "Placement Agreement"), the Common Stock issuable upon exercise of
this Warrant (if any) have not been (and at the time of acquisition by the
Holder, will not have been or will not be), registered under the Securities Act
or under the securities laws of any state, in reliance upon certain exemptive
provisions of such statutes. The Holder recognizes and acknowledges that such
claims of exemption are based, in part, upon the representations of the Holder
contained herein. The Holder further recognizes and acknowledges that, because
this Warrant and, except as provided in the Placement Agreement, the Common
Stock issuable upon exercise of this Warrant (if any) are unregistered, they may
not be eligible for resale, and may only be resold in the future pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws, or pursuant to a valid exemption from such registration
requirements. Unless the shares of Common Stock have theretofore been registered
for resale or are otherwise exempt from registration under the Securities Act,
the Company may require, as a condition to the issuance of Common Stock upon the
exercise of this Warrant (i) in the case of an exercise in accordance with
Section 1.1 hereof, a confirmation as of the date of exercise of the Holder's
representations pursuant to this Section 17 or (ii) in the case of an exercise
in accordance with Section 1.2 hereof, an opinion (in form and substance
reasonably satisfactory to the Company) of counsel reasonably satisfactory to
the Company that the shares of Common Stock to be issued upon such exercise may
be issued without registration under the Securities Act.
18. LEGEND. Unless theretofore registered for resale under the
Securities Act or otherwise exempt from registration under the Securities Act in
a manner that would no longer require such legend when issued upon exercise of
this Warrant and when resold thereafter, each certificate for shares issued upon
exercise of this Warrant shall bear the following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
or any state securities laws. The sale to the holder of these
securities is not covered by a registration statement under the Act
-8-
<PAGE>
or registration under state securities laws. These securities have
been acquired for investment only and may not be sold, transferred
or assigned in the absence of registration of the resale thereof or
an opinion of counsel reasonably acceptable to the Company that such
registration is not required.
19. MISCELLANEOUS. This Warrant and any terms hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement or such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
IN WITNESS WHEREOF, V-ONE Corporation has caused this Warrant to be
executed on its behalf by one of its officers thereunto duly authorized.
Dated: November 20, 1998 V-ONE CORPORATION
By: /s/ CharleS B. Griffis
-------------------------------
Name: Charles B. Griffis
Title: Senior Vice President and Chief
Financial Officer
-9-
<PAGE>
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
TO V-ONE CORPORATION
1. The undersigned Holder of the attached original, executed Warrant
hereby elects to exercise its purchase right under such Warrant with respect to
______________ shares of Common Stock, as defined in the Warrant, of V-ONE
Corporation, a Delaware corporation (the "Company").
2. The undersigned Holder (check one):
_____(a) elects to pay the aggregate purchase price for such shares of
Common Stock (the "Exercise Shares") (i) by lawful money of the
United States or the enclosed certified or official bank check
payable in United States dollars to the order of the Company in the
amount of $___________, or (ii) by wire transfer of United States
funds to the account of the Company in the amount of $____________,
which transfer has been made before or simultaneously with the
delivery of this Form of Subscription pursuant to the instructions
of the Company;
or
____(b) elects to receive shares of Common Stock having a value equal to
the value of the Warrant calculated in accordance with Section 1.2
of the Warrant.
3. Please issue a stock certificate or certificates representing the
appropriate number of shares of Common Stock in the name of the undersigned or
in such other names as is specified below:
Name: ____________________________
Address: ____________________________
____________________________
Dated:____________ ___, _____
-----------------------------------
(Signature must conform to name of
Holder as specified on the face of
the Warrant)
-----------------------------------
-----------------------------------
(Address)
-10-
