Exhibit 4.1
ACADIA NATIONAL HEALTH SYSTEMS, INC.
Convertible Debenture
THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES
LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED,
DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE
HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF
ITS COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH
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TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.
ACADIA NATIONAL HEALTH SYSTEMS, INC.
A Colorado Corporation
November 1,1999
NO.__
ACADIA NATIONAL HEALTH SYSTEMS, INC., a Colorado corporation (the
"Corporation"), is indebted and, for value received, promises to pay to the
order of------------------------- on ------------ (the "Due Date"), (unless
this Debenture shall have been sooner called for redemption as herein
provided), upon presentation of this Debenture, -----------------------
($--------.--) (the ("Principal Amount") and to pay interest on the Principal
Amount at the rate of fourteen percent (14%) per annum as provided herein.
The Corporation covenants, promises and agrees as follows:
1. Interest. Interest shall accrue on the Principal Amount and shall be
payable on the Due Date except as provided below.
2. Conversion
2.1. Subject to the provisions below, the holder of this Debenture shall have
the right, at such holder's option, to convert all, but not less than all, of
this Debenture into such number of fully paid and non-assessable Common Shares
of the Corporation as shall be provided as follows.
Provided the merger of MedLecture.com, Inc., a Maine corporation
("Disappearing Corporation"), with and into WorldLecture.com, Inc., a
subsidiary of the corporation (the "Surviving Corporation"), as more fully
described in a Binding Letter of Intent dated September 29, 1999 by and
between the Disappearing Corporation, the Surviving Corporation and the
Corporation, as the same may be amended or extended from time to time, receipt
of a copy of which is hereby acknowledged by the holder, is consummated on or
before the Due Date, the holder of this Debenture shall have the privilege to
convert this Debenture into Common Voting shares of the Corporation at a
purchase price of eighty percent (80%) of the offering price for the shares of
the corporation as of October 7, 1999; provided, however, that the conversion
privilege set forth above shall only arise in the event that the Corporation
authorizes and approves of such conversion. If the above-described merger is
consummated, the conversion is approved by the Corporation, and if the
conversion privilege is exercised by the holder on the effective date of the
merger between MedLecture.com, Inc. and WorldLecture.com, Inc. (said date
being the date that the merger is approved by both the states of Maine and
Colorado), the principal and all accrued interest under the Debenture shall be
used to purchase the Corporation's Common Voting Stock, and all balances due
under this Debenture shall be deemed to be paid in full upon the issuance to
the holder of the appropriate denomination of the Corporation's Common Voting
Stock. Notwithstanding the foregoing, in the event that the merger is not
consummated, and/or the Corporation does not approve of the conversion, and/or
the conversion privilege is not exercised on the effective date of the merger
between MedLecture.com, Inc. and WorldLecture.com, Inc. (said date being the
date that the merger is approved by both the states of Maine and Colorado),
the holder's conversion privilege shall be null and void ab initio, and the
holder shall receive the principal balance due under the Debenture, plus all
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accrued interest, up to the date of payment.
2.2. The holder of this Debenture may exercise the conversion right provided
in this Section 2 by giving written notice (the "Conversion Notice") to the
Corporation of the exercise of such right and stating the name or names in
which the stock certificate or stock certificates for the Common Shares are to
be issued and the address to which such certificates shall be delivered. The
Conversion Notice shall be accompanied by the Debenture. The number of Common
Shares that shall be issuable upon conversion of the Debenture is set forth
above at Section 2.1 and determined in accordance with Section 3 in effect on
the date the Conversion Notice is given; provided, however, that in the event
that this Debenture shall have been partially rendered, Common Shares shall
be issued pro rata, rounded to the nearest whole share.
2.3. Conversion shall be deemed to have been effected on the date the
Conversion Notice is given (the "Conversion Date"). Within ten (10) business
days after receipt of the Conversion Notice, the Corporation shall issue and
deliver by hand against a signed receipt therefore or by U.S. registered mail,
return receipt requested, to the address designated by the holder of this
Debenture in the Conversion Notice, a stock certificate or stock certificates
of the Corporation representing the number of Common Shares to which such
holder is entitled, which shall be equivalent to the principal and accrued
interest up to and including the Conversion Date, rounded to the next whole
share.
3. Conversion Ratio.
3.1. On the date hereof, the Conversion Ratio shall be set forth as more
particularly described at Section 2.1, provided, however, that the Conversion
Ratio shall be subject to adjustment in accordance with and at the times
provided in this Section 3.
3.2. If the Corporation shall pay a dividend in share of its Common Shares,
subdivide (split) its outstanding Common Shares, combine (reverse split) its
outstanding Common Shares, issue by reclassification of its Common Shares any
shares or other securities of the Corporation, or distribute to holders of its
Common Shares any securities of the Corporation or of another entity, the
number of Common Shares or other securities the holder hereof is entitled to
receive through conversion pursuant to this Debenture immediately prior
thereto shall be adjusted so that the holder shall be entitled to receive upon
or subsequent to conversion the number of Common Shares or other securities
which he or she would have been entitled to receive after the happening of any
of the events described above had this Debenture been converted immediately
prior to the happening of such event, and the conversion price per share shall
be correspondingly adjusted; provided however, that no adjustment in the
number of shares and/or the conversion price shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%)
in such number and/or price; and provided further, however, that any
adjustments which by reason of this Section 3.2 are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.
An adjustment made pursuant to this Section 3.2 shall become effective
immediately after the record date in the case of the stock dividend or other
distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or reclassification. If the
Corporation is consolidated or merged with or into another corporation or if
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all or substantially all of its assets are conveyed to another corporation,
this Debenture shall thereafter be convertible for the kind and number of
shares of stock or other securities or property, if any, receivable upon such
consolidation, merger or conveyance by a holder of the number of Common Shares
of the which could have been subscribed on the conversion of this Debenture
immediately prior to such consolidation, merger or conveyance; and, in any
such case, appropriate adjustment (as determined by the Board of Directors)
shall be made in the application of the provisions herein set forth with
respect to the rights and interest: thereafter of the holder of this Debenture
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the number of Common Shares the
holder of this Debenture is entitled to through conversion) shall thereafter
be applicable, as nearly as possible, in relation to any Common Shares or
other securities or other property thereafter deliverable upon the conversion
of this Debenture.
3.3. Notice of Adjustment. Whenever the Conversion Ratio shall be adjusted as
provided in Section 3 hereof, the Corporation shall prepare and send to the
holder of this Debenture a statement, signed by the chief financial officer of
the Corporation, showing in detail the facts requiring such adjustment and the
Conversion Ratio that shall be in effect after such adjustment.
3.4. Notice of Adjustment Events: In the event the Corporation shall propose
to take any action of the types described in Section 3 hereof Corporation
shall give notice to the holder of this Debenture, which notice shall specify
the record date, if any, with respect to any such action and the date on which
such action is to take place. Such notice shall be given on or prior to the
earlier of five (5) business days prior to the record date or the date, which
such action shall be taken. Such notice shall also set forth such facts with
respect hereto as shall be reasonably necessary to indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Conversion Ratio and the number, kind or class of shares or other
securities or property which shall be deliverable or purchasable upon the
occurrence of such action or deliverable upon conversion of this Debenture.
Failure to give notice in accordance with this Section 3.4 shall not render
such action ultra vires, illegal or invalid.
3.5. Taxes. The Corporation shall pay all documentary, stamp or other
transactional taxes and charges attributable to the issuance or delivery of
Common Shares of the Corporation upon conversion; provided, however, that the
Corporation shall not be required to pay any taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any
certificate for such shares.
3.6. Reservation of Shares. The Corporation shall at all times reserve and
keep available, free from preemptive rights, un-issued or treasury Common
Shares sufficient to affect the conversion of this Debenture.
4. Redemption
4.1. This Debenture is subject to redemption at the option of the Corporation
in whole or in part prior to the Due Date at any time and from time to time
without penalty or premium. The Corporation may exercise its right to redeem
this Debenture prior to maturity by giving notice (the "Redemption Notice")
thereof to the holder of this Debenture as it appears on the books of the
Corporation, which notice shall specify the terms of redemption (including the
place at which the holder of the Debenture may obtain payment), the principal
amount of the Debenture to be redeemed (the "Redemption Amount") and shall fix
a date for redemption (the "Redemption Date"), which date shall not be less
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than 30 (thirty) days nor more than 45 (forty-five) days after the date of the
Redemption Notice.
4.2. On the Redemption Date, the Corporation shall pay all accrued and
unpaid interest on the Debenture up to and including the Redemption Date and
shall pay to the holder hereof a dollar amount equal to the Redemption Amount.
5.1. The entire unpaid and unredeemed balance of the Principal Amount and all
Interest accrued and unpaid on this Debenture shall, at the election of the
holder, be and become immediately due and payable upon the occurrence of any
of the following events (a "Default Event"):
(a) The non-payment by the Corporation when due of principal and interest
or of any other payment as provided in this Debenture or with respect to any
other Debenture issued by the Corporation.
(b) If the Corporation (i) applies for or consents to the appointment of,
or if there shall be a taking of possession by, a receiver, custodian, trustee
or liquidator for the Corporation or any of its property; (ii) becomes
generally unable to pay its debts as they become due; (iii) makes a general
assignment for the benefit of creditors or becomes insolvent; (iv) files or is
served with any petition for relief under the Bankruptcy Code or any similar
federal or state statute, or (v) defaults with respect to any evidence of
indebtedness or liability for borrowed money, or any such indebtedness shall
not be paid as and when due and payable.
(c) Any failure by the Corporation to issue and deliver shares of Common
Stock as provided herein upon conversion of this Debenture.
5.2. Each right, power or remedy of the holder hereof upon the occurrence of
any Default Event as provided for in this Debenture or now or hereafter
existing at law or in equity or by statute shall be cumulative and concurrent
and shall be in addition to every other right, power or remedy provided for in
this Debenture or now or hereafter existing at law or in equity or by statute,
and the exercise or beginning of the exercise by the holder or transferee
hereof of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by the holder hereof of any or all
such other rights, powers or remedies.
6. Fair Market Value. The term Fair Market Value used in this Debenture with
respect to assets or property received by the Corporation shall be the fair
market value, regardless of any prior accounting treatment, of such assets or
property, determined by the Board of Directors of the Corporation, which
determination shall be final, conclusive and binding. If the Board of
Directors shall be unable to agree as to such fair market value, the fair
market value shall be determined by the independent certified public
accountant at that time retained by the Corporation to audit its books and
records, and a determination by such independent certified public accountant
shall be final, conclusive and binding or, if there be none, or if such
accountant shall refuse or be unable to make such a determination then the
sole issue of fair market value shall be submitted to and settled by binding
arbitration under and pursuant to the rules and regulations of the American
Arbitration Association, and the decision or award of the arbitrator or
arbitrators in such arbitration shall be final, conclusive and binding and a
final judgment may be entered thereon by any court of competent jurisdiction.
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7. Failure to Act and Waiver. No failure or delay by the holder hereof to
insist upon the strict performance of any term of this Debenture or to
exercise any right, power or remedy consequent upon a default hereunder shall
constitute a waiver of any such term or of any such breach, or preclude the
holder hereof from exercising any such right, power or remedy at any later
time or times. By accepting payment after the due date of any amount payable
under this Debenture; the holder hereof shall not be deemed to waive the right
either to require payment when due of all other amounts payable under this
Debenture or to declare a default for failure to affect such payment of any
such other amount.
The failure of the holder of this Debenture to give notice of any failure or
breach of the Corporation under this Debenture shall not constitute a waiver
of any right or remedy in respect of such continuing failure or breach or any
subsequent failure or breach.
8. Consent to Jurisdiction. The Corporation hereby agrees and consents that
any action, suit or proceeding arising out of this Debenture may be brought in
any appropriate court in the State of Maine, including the United States
District Court for the District of Maine, or in any other court having
jurisdiction over the subject matter, all at the sole election of the holder
hereof, and by the issuance and execution of this Debenture the Corporation
irrevocably consents to the jurisdiction of each such court.
9. Transfer. This Debenture shall be transferred on the books of the
Corporation only by the registered holder hereof or by his/her attorney duly
authorized in writing or by delivery to the Corporation of a duly executed
assignment substantially in the form attached hereto as Exhibit A. The
Corporation shall be entitled to treat any holder of record of the Debenture
as the holder in fact thereof and shall not be bound to recognize any
equitable or other claim to or interest in this Debenture in the name of any
other person, whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of the State of Maine.
10. Notices. All notices and communications under this Debenture shall be in
writing and shall be either delivered in person or accompanied by a signed
receipt therefore or mailed first-class United States certified mail, return
receipt requested, postage prepaid, and addressed as follows: if to the
Corporation, to:
Acadia National Health Systems, Inc.
415 Rodman Road
Auburn, Maine 04210
and, if to the holder of this Debenture, to the address of such holder as it
appears in the books of the Corporation. Any notice of communication shall
be deemed given and received as of the date of such delivery or mailing.
11. Governing Law. This Debenture shall be governed by and construed and
enforced in accordance with the laws of the State of Maine or, where
applicable, the laws of the United States.
IN WITNESS WHEREOF, the Corporation has caused this Debenture to be duly
executed under its corporate seal.
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ATTEST: ACADIA NATIONAL HEALTH SYSTEMS, INC.
------------------------------------ By: --------------------------------
MARGARET M. HEATH, Secretary JOHN RADEN, President
Exhibit A
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby assigns to . the
------------------------- - year 14% Convertible Debenture of ACADIA
NATIONAL HEALTH SYSTEMS, INC., NO.------- and hereby irrevocably appoints
American Securities Transfer, Inc., Attorney, to transfer said debenture on
the books of the within named corporation, with full power of substitution in
the premises.
WITNESS my hand and seal this ---------- day of , 19-------.
--------------------------------------
(SEAL)
--------------------------------------
(SEAL)
WITNESS:
--------------------------
CONVERSION NOTICE
Pursuant to Item 2, Section 2.2 of the Acadia National Health Systems, Inc.
Convertible Debenture dated --------------, 1999 (the "Debenture") payable to
the undersigned, the undersigned hereby exercises his/her conversion right
effective as of the effective date of the merger of MedLecture.com LLC with
and into WorldLecture.com,.Inc., provided that all other preconditions to the
conversion as specified in the Debenture take place. The undersigned hereby
gives written notice to Acadia National Health Systems, Inc. (the "Company")
of the exercise of the undersigned's conversion right and directs the Company
to issue a Stock Certificate(s) for the Common Shares of the Company as
provided in the above-described Debenture to the undersigned. The Stock
Certificate(s) shall be delivered to the undersigned at
-------------------------------------------------------- [fill in address].
The above-described Debenture is attached to his Conversion Notice.
In Witness Whereof, the undersigned has hereunto set his/her hand and seal
effective this ------ day of ----------------------------, 1999.
---------------------------------------------
Print Name: ---------------------------------
Subscription Agreement
The undersigned, ---------------------------------------- hereby
subscribes to a --------------------------------------- and 00/100 Dollars
($--------------), Fourteen Percent (14%) Convertible Debenture from Acadia
National Health Systems, Inc., a Colorado Corporation with a place of business
in Auburn, Maine, its successors and assigns (the "Company"), in accordance
with the terms and conditions of the offering made by the Company pursuant to
the exemptions from registration afforded by Rule 504 of the Securities Act of
1933 (the "Act"). This Subscription Agreement (the "Agreement") may be
rejected in whole or in part by the Company. The Undersigned hereby tenders
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his or her personal, certified, bank cashier's or treasurer's check made
payable to the order of Acadia National Health Systems, Inc. in the amount of
---------------------------------------------------------------------- and
00/100 Dollars ($------------------------) will be delivered to the
undersigned promptly after the successful completion of the Offering. A
Form Debenture is attached hereto. To the extent that the attached Debenture
differs from any previous Debenture disclosed to the undersigned, the
undersigned acknowledges that the attached Debenture supersedes the previous
Debenture and represents the form of Debenture that the undersigned will
receive from the Company.
1. Purpose of Company. The purpose of the Company is to provide practice
management for doctors' offices, foster homes, and hospital-based practices.
The Company also seeks to diversify its business by having one of its
subsidiaries merge with MedLecture.com, Inc., a Maine Corporation, with the
Company subsidiary being the surviving company.
2. Representations and Warranties. The undersigned hereby represents and
warrants to the Company, as follows: (i) The undersigned is a United States
citizen and is at least twenty-one (21) years of age; (ii) The residence of
the undersigned is
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------------------, and the undersigned has no present intention of becoming a
resident or domiciliary of any other state, country, or jurisdiction; (iii) The
undersigned has read and received and is familiar with the contents of all
of the exhibits attached hereto; (iv) The Debenture will be acquired by
the undersigned for investment only, for the undersigned's own account,
and not with a view to, or offer for sale or for sale in connection with the
distribution or transfer thereof. The undersigned has no contract,
undertaking, agreement, or arrangement with any person or entity to sell,
hypothecate, pledge, donate, or otherwise transfer (with or without
consideration) to any such person or entity the securities to which the
undersigned hereby subscribes, and the undersigned has no present plan or
intention to enter into any such contracts, undertakings, agreements, or
arrangements; (v) The present financial condition of the undersigned is such
that he or she is under no present or contemplated future need to dispose of
any portion of the securities for which the undersigned hereby subscribes to
satisfy any existing or contemplated undertakings, need, or indebtedness.
3. Acknowledgment of Certain Facts. The undersigned acknowledges his or
her awareness and understanding of the following: (i) This Agreement may be
rejected in whole or in part by the Company, in its sole and absolute
discretion; (ii) No federal or state agency has made any finding or
determination as to the fairness for public investment, nor any recommendation
or endorsement, of the securities subscribed for; (iii) All instruments,
documents, records, and books pertaining to the securities subscribed for have
been made available for inspection by the undersigned's attorneys and
accountants and by the undersigned.
4. Acknowledgement of Risks Attendant Upon Investments of this Kind. THE
UNDERSIGNED ACKNOWLEDGES THAT HIS/HER/ITS INVESTMENT IN THE COMPANY IS AN
INVESTMENT IN A BUSINESS ENDEAVOR AND IS SUBJECT TO THE GENERAL RISKS OF
BUSINESS ENDEAVORS. THESE RISKS INCLUDE VARIOUS FACTORS AFFECTING THE INCOME
PRODUCING POTENTIAL OF THE ENDEAVOR INCLUDING (A) CHANGES IN GENERAL OR LOCAL
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ECONOMIC CONDITIONS; (B) OPERATING EXPENSES OF THE BUSINESS; (C) THE
POSSIBILITY OF COMPETITION; (D) GOVERNMENTAL RULES AND FISCAL POLICIES; AND
(E) ACTS OF GOD AND OTHER FACTORS WHICH ARE BEYOND THE CONTROL OF THE COMPANY
AND ITS OWNERS. THE COST OF OPERATING THE BUSINESS COULD IN FUTURE YEARS
EXCEED ITS OPERATING INCOME. IN SUCH EVENT, THE COMPANY WOULD HAVE TO OBTAIN
ADDITIONAL FUNDS TO CONTINUE THE OPERATION OF THE BUSINESS AND TO PREVENT
DEFAULT IN THE COMPANY'S OBLIGATIONS TO CREDITORS.
5. Notice to Purchasers; Non-Registration of Securities. THE
UNDERSIGNED ACKNOWLEDGES THAT THE SECURITIES WHICH ARE THE SUBJECT OF THIS
SUBSCRIPTION ARE NOT CURRENTLY REGISTERED, THAT THE ISSUER HAS NO INTENTION OF
REGISTERING THEM UNDER FEDERAL LAW (THE SECURITIES ACT OF 1933) OR UNDER THE
LAW OF ANY STATE, INCLUDING BUT NOT LIMITED TO REGISTERING THE SAME WITH THE
SUPERINTENDENT OF BANKING PURSUANT TO THE REVISED MAINE SECURITIES ACT OF THE
STATE OF MAINE, AND THAT THIS TRANSACTION OFFERS THE UNDERSIGNED NO MECHANISM
BY WHICH TO COMPEL THEIR REGISTRATION, THE SECURITIES HAVING BEEN ISSUED
PURSUANT TO THE PROVISIONS OF CERTAIN EXEMPTIONS FROM FEDERAL STATUTORY AND
REGULATORY REGISTRATION REQUIREMENTS, AND FROM THE STATE OF MAINE REGISTRATION
REQUIREMENTS AND THE REGULATIONS RELATING THERETO. AS SUCH, THIS SECURITY MAY
NOT BE TRANSFERRED UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL
SECURITY LAWS OR UNLESS AN EXEMPTION EXISTS UNDER SUCH LAWS. THE UNDERSIGNED
RECOGNIZES THE SPECULATIVE ASPECTS AND THE RISKS OF LOSS ASSOCIATED WITH THIS
INVESTMENT, AND REPRESENTS THAT THE SECURITIES SUBSCRIBED FOR HEREIN
CONSTITUTE AN INVESTMENT WHICH IS SUITABLE FOR AND CONSISTENT WITH HIS/HER/ITS
INVESTMENT PROGRAM, THAT HIS/HER/ITS FINANCIAL POSITION ENABLES HIM/HER/IT TO
BEAR THE RISKS OF THIS INVESTMENT, AND THAT HIS/HER/ITS FORESEEABLE INCOME IS
SUFFICIENT TO MEET HIS/HER/ITS NEEDS RECOGNIZING THE LACK OF LIQUIDITY
IN THIS INVESTMENT.
6. Business Sophistication. The undersigned hereby warrants and
represents that he/she/it has such knowledge and experience in financial
matters and business matters to be capable of evaluating the merits and risks
of an investment in the Company.
7. Company's Reliance. The undersigned understands the significance to
the Company of the acknowledgments, representations, and warranties of the
undersigned in this Agreement, and the undersigned makes such acknowledgments,
representations and warranties with the intention that the Company will rely
upon them.
8. Representations Survive Issuance. The acknowledgments,
representations, warranties and agreements in this Agreement shall remain
operative and in full force and effect and shall survive the payment for and
delivery of the securities subscribed for herein.
9. No Public Market for Securities. The undersigned is aware that there
is no public market for the securities, that it may not be possible to
liquidate his/her/its investment in the Company, and that the undersigned may
be required to bear the financial risks of this investment for an indefinite
period of time.
10. Opportunity to Pose Questions. The undersigned acknowledges that the
Company has made available to him/her/it an opportunity to ask questions of
and receive answers from the Company concerning the terms and conditions of
the offering and to obtain additional information.
11. Important Notices. The undersigned hereby acknowledges receipt of
the following notices:
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A. The undersigned is not to construe the contents of this Subscription
as legal or investment advice. THE UNDERSIGNED SHOULD CONSULT HIS/HER/ITS OWN
LEGAL COUNSEL, ACCOUNTANT, OR BUSINESS ADVISOR AS TO THE LEGAL, TAX AND
RELATED MATTERS CONCERNING HIS/HER/ITS POSSIBLE INVESTMENT IN THE SECURITIES
OFFERED HEREBY. THE DELIVERY OF THIS MEMORANDUM AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
B. The undersigned is free to request from the Company copies of any
documents or instruments which the undersigned deems material to his/her/its
investment decision.
C. The undersigned acknowledges that it is his/her/its responsibility to
satisfy himself/herself/itself as to the Federal (as well as State and local)
tax consequences of purchasing securities by obtaining advice from
his/her/its own tax counsel.
12. Governing Law. This Agreement shall be subject to and be governed by
the laws of the State of Maine, and all questions and issues concerning the
meaning and intention of the terms of this Agreement, and the validity and
performance thereof, shall be adjusted and resolved in accordance with the
laws of the State of Maine. All disputes shall be resolved in courts of the
State of Maine and in federal courts located in the State of Maine.
13. Amendment. This Amendment may not be and shall not be deemed or
construed to have been modified, amended, rescinded, canceled or waived, in
whole or in part, except by written instrument signed by the parties hereto
which expressly refers to this Agreement.
14. Accredited Status. The undersigned represents and warrants as
follows [check all applicable entries]:
(a) The undersigned is an individual with a net worth, or a joint net
worth together with his or her spouse, in excess of $1,000,000. (In
calculating net worth, you may include equity in personal property and real
estate, including your personal residence, cash, short-term investments, stock
and securities. Equity in personal property and real estate should be based
on the fair market value of such property minus debt secured by such
property).
(b) The undersigned is an individual with income in excess of $200,000 in
each of the prior two years and reasonably expects income in excess of
$200,000 in the current year.
(c) The undersigned is an individual who, with his or her spouse, had
joint income in excess of $300,000 in each of the prior two years and
reasonably expects joint income in excess of $300,000 in the current year.
(d) The undersigned is a director or executive officer of the Company.
15. NASD Affiliation. The undersigned is not affiliated or associated,
directly or indirectly, with a National Association of Securities Dealers,
Inc. ("NASD") member firm or person.
16. Miscellaneous
(a) Manner in which title is to be held: (check one)
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___ Individual Ownership
___ Joint Tenants with Right of Survivorship
___ Tenants in Common
___ Other ____________________________________________
(describe)
(b) The undersigned agrees that the undersigned understands the meaning
and legal consequences of the agreements, representations and warranties
contained herein, agrees that such agreements, representations and warranties
shall survive and remain in full force and effect after the execution hereof,
and further agrees to indemnify and hold harmless the Company, each current
and future officer, director, employee, agent, and manager from and against
any and all loss, damage or liability due to, or arising out of, a breach of
any agreement, representation or warranty of the undersigned contained herein.
(c) The undersigned agrees to furnish to the Company or the Agent, if
applicable, upon request, such additional information as may be deemed
necessary to determine the undersigned's suitability as an investor.
17. Accuracy. The undersigned hereby affirms, represents, and warrants to
the Company and its officers, directors, employees, agents, and managers that
the information contained herein is true, correct, accurate and complete and
may be relied upon for purposes of determining the availability of an
exemption from registration for the offer and sale of the Debentures. Dated
this ------- day of - - ----------, 1999.
Subscriber: ---------------------------------------------
Print Name: ---------------------------------------------
Acceptance of Subscription
The Company accepts the subscription of the above-named Subscriber.
Acadia National Health Systems, Inc.
By: -----------------------------------------
Print Name: ---------------------------------
Its: ----------------------------------------
