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UNITED STATES
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) February 14, 2000
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SONIC FOUNDRY, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 1-14007 39-1783372
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
754 Williamson Street, Madison, WI 53703
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(Address of principal executive offices)
(608)256-3133
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(Issuer's telephone number)
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Item 1. Changes in Control of Registrant
None
Item 2. Acquisition or Disposition of Assets
None
Item 3. Bankruptcy or Receivership
None
Item 4. Changes in Registrant's Certifying Accountant
None
Item 5. Other Events
On February 14, 2000 the Company announced it raised $24 million
in a private financing of restricted common stock to a group of
institutional investors. C.E. Unterberg, Towbin acted as
placement agent in the transaction. The proceeds from the
financing will be used primarily for operational and research
and development expenses associated with the expansion of its
media services division, and for working capital and general
corporate purposes.
Item 6. Resignations of Registrant's Directors
None
Item 7.(a),(b) Financial Statements
None
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Item 7(c) EXHIBIT LIST
NUMBER DESCRIPTION
- ------ -------------------------------------------------------------------.
10.19 Subscription Agreement dated February 8, 2000 between Subscribers
and the Registrant
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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.
Sonic Foundry, Inc.
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(Registrant)
February 14, 2000 By: /s/ Kenneth A. Minor
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Kenneth A. Minor
Chief Financial Officer
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Exhibit 10.19
SUBSCRIPTION AGREEMENT
Sonic Foundry, Inc.
754 Williamson Street
Madison, WI 53703
Gentlemen:
1. Subscription. (a) The undersigned, intending to be legally bound,
hereby irrevocably subscribes to purchase from Sonic Foundry, Inc., a Maryland
corporation (the "Company"), the number of shares of Common Stock of the
Company, par value $.01, (the "Common Stock") set forth on the signature page
hereof, at a purchase price equal to the lesser of (i) 80% of the trailing ten
day average closing price of the Common Stock on the AMEX ending two business
days prior to the Closing (the "Pricing Date"), or (ii) 90% of the closing price
of the Common Stock on the Pricing Date (the "Purchase Price"). This
subscription is submitted to you in accordance with and subject to the terms and
conditions described in this Agreement and the Registration Rights Agreement,
dated as of February 8, 2000 (the "Registration Rights Agreement"), relating to
an offering (the "Offering") of a minimum of 300,000 shares and a maximum of
500,000 shares of common stock (the aggregate number of shares sold pursuant to
this Agreement is herein referred to as the "Shares").
(b) Subscription payments should be made payable to "Sonic
Foundry, Inc., Escrow Account" and should be delivered, together with two
executed and properly completed copies of this Agreement (and, if requested by
the Company or C.E. Unterberg, Towbin ("CEUT"), an executed and properly
completed copy of the appropriate Investor Questionnaire in the form supplied by
CEUT), to C.E. Unterberg, Towbin, 10 East 50th Street, 20th Floor, New York, New
York 10022, Attention: Steven P. Novak. If the subscription is not accepted in
whole or in part by the Company, the full or ratable amount, as the case may be,
of any subscription payment received will be promptly refunded to the subscriber
without deduction therefrom or interest thereon.
(c) If this subscription is accepted by the Company, in whole or
in part, and subject to the conditions set forth in Section 2 of this Agreement,
the Company shall deliver to the undersigned the Shares subscribed for hereby,
dated the date of closing of the Offering of the Shares (the "Closing"), and a
fully executed copy of this Agreement.
(d) The Company has engaged CEUT to introduce the Company to
persons who may be interested in purchasing Shares and to advise the Company in
connection with the structure, terms and conditions of the Offering. As
consideration for its services, CEUT will receive, among other things, on the
Closing date (i) cash commission equal to 6% of the aggregate capital raised
from the sale of Shares, plus $25,000 to cover counsel fees and other expenses.
CEUT did not prepare any of the information to be delivered to prospective
investors
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in connection with the Offering and does not make any representation or warranty
concerning the accuracy or completeness of such information. Prospective
investors are advised to conduct their own review of the business, properties
and affairs of the Company before subscribing to purchase Shares.
(e) The undersigned may not withdraw this subscription or any
amount paid pursuant thereto except as otherwise provided below.
2. Conditions. It is understood and agreed that this subscription
is made subject to the following terms and conditions:
(a) The Company shall have the right to accept or reject this
subscription in whole or in part. Unless this subscription is accepted in whole
or in part by the Company prior to the Closing, this subscription shall be
deemed rejected in whole. The Company and CEUT may agree to extend the Closing
for a period not to exceed 60 days or to close on such earlier date as may be
mutually agreed.
(b) At the Closing, CEUT shall have received a usual and
customary legal opinion of McBreen & Kopko, counsel to the Company, addressed to
CEUT on behalf of the purchasers and the undersigned in care of CEUT and dated
the date of the Closing, in form and substance reasonably satisfactory to CEUT
and its counsel. The Company hereby instructs such counsel to deliver such
opinion to each of CEUT and each subscriber for Shares.
(c) At the date of the Closing, CEUT shall have been furnished
an officer's closing certificate and a secretary closing certificate, and any
other such information, documents, certificates, and opinions as it may
reasonably require to evidence the accuracy, completeness, or satisfaction of
the representations, warranties, covenants, agreements, and conditions herein
contained or as it otherwise may reasonably request.
3. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with the undersigned as follows, in each
case as of the date hereof and in all material respects as of the date of the
Closing except for any changes resulting solely from the Offering:
(a) The Company is duly organized, validly existing and in good
standing under the laws of its state of incorporation with full power and
authority to own, lease, license and use its properties and assets and to carry
out the business in which it is engaged, as described in the most recent Form
10-K filing by the Company, as amended by amendment No. 1 (together, the "SEC
Documents"). The Company is duly qualified to transact the business in which it
is engaged as described in the SEC Documents and is in good standing as a
foreign corporation in every jurisdiction in which its ownership, leasing,
licensing or use of property or assets or the conduct of its business makes such
qualification necessary, except where the failure to be so qualified would not
have a material adverse effect on the Company. The Company's subsidiaries are
set forth in the SEC Documents. The Company shall use the net proceeds from
this Offering to increase its sales and marketing efforts, for additional
software development for capital expenditures, and for working capital and other
general corporate expenses. The Company may use a portion of the net proceeds to
acquire or invest in complementary
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businesses or products or to obtain the right to use complementary technologies,
although the Company has no binding agreements to do so.
(b) At the date of the Closing, the authorized capital stock of
the Company will consist of 20,000,000 shares of Common Stock, par value $0.01
per share, 5,000,000 shares of Preferred Stock, par value $.01 per share and
10,000,000 shares of Series B Preferred Stock, par value $.01 (together,
"Preferred Stock"). At such date, without taking into account the Closing, there
will be outstanding no shares of Preferred Stock and no more than 9,163,184
shares of Common Stock, excluding shares issued upon exercise or conversion of
options, warrants or other rights outstanding as of the date of the SEC
Documents, in accordance with their terms as of such date, which terms have been
described properly in the SEC Documents. Each outstanding share of Common Stock
is validly authorized, validly issued, fully paid and nonassessable, without any
personal liability attaching to the ownership thereof and has not been issued
and is not owned or held in violation of any preemptive rights of stockholders.
There is no commitment, plan or arrangement to issue, and no outstanding option,
warrant or other right calling for the issuance of, any share of capital stock
of the Company or any security or other instrument which by its terms is
convertible into, exercisable for or exchangeable for capital stock of the
Company, except as may be described properly in the SEC Documents. Except for
(i) options to purchase 200,000 shares of common stock of the Company, issued to
Strategic Growth International, Inc. on November 1, 1999, exercisable at $8.88
per share, and (ii) options to purchase 7,500 shares of common stock of the
Company, issued to Dave Enzer on December 13, 1999, exercisable at $11.81 per
share, there is outstanding no security or other instrument which by its terms
is convertible or exchangeable for capital stock of the Company, except as may
be described properly in the SEC Documents.
(c) The financial statements included in the SEC Documents
fairly present in all material respects, the financial position, the results of
operations, and the other information purported to be shown therein of the
Company at the respective dates and for the respective periods to which they
apply. Such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, and are in accordance with the books and records of the Company
covered therein.
(d) There is no litigation, arbitration, claim, governmental or
other proceeding (formal or informal), or investigation pending or, to the best
knowledge, after due inquiry, of the officers of the Company, threatened with
respect to the Company, or any of its operations, businesses, prospects,
properties or assets except as may be described in the SEC Documents or such as
individually or in the aggregate do not now have and could not reasonably be
expected in the future have a material adverse effect upon the operations,
business, prospects, properties, or assets of the Company. The Company is not in
violation of, or in default with respect to, any law, rule, regulation, order,
judgment or decree except as may be described in the SEC Documents or such as in
the aggregate do not now have and will not in the future have a material adverse
effect upon the operations, business, prospects, properties or assets of the
Company; nor is the Company required to take any action in order to avoid any
such violation or default.
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(e) The Company has all requisite power and authority to (i)
execute, deliver and perform its obligations under each of (A) this Agreement
and (B) the Registration Rights Agreement (collectively, the "Documents") and
(ii) to issue and sell the Shares. All necessary corporate proceedings of the
Company have been duly taken to authorize the execution, delivery, and
performance of the Documents, the issuance and sale of the Shares and the
Additional Shares as defined in 3(i) below, and the filing of any documents
requiring filing by any federal or state securities or other regulatory
authority. Each Document has been duly authorized by the Company and, when
executed and delivered by the Company will constitute the legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms (assuming due authorization and execution of the Documents by any
other necessary parties thereto).
(f) No consent, authorization, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority, or any court or any other
tribunal, is required by the Company for the execution, delivery or performance
by the Company of the Documents or the issuance and sale of the Shares (except
such filings and consents as may be required and have been or at the Closing
will have been made or obtained under federal and state securities laws).
(g) No consent of any party to any contract, agreement,
instrument, lease, license, arrangement or understanding to which the Company is
a party or to which any of properties or assets are subject (the "Contracts") is
required for the execution, delivery or performance by the Company of any of the
Documents or the issuance and sale of the Shares. The execution, delivery and
performance of the Documents and the issuance and sale of the Shares will not
trigger anti-dilution adjustments to any of the Company's outstanding securities
under the Company's Articles of Incorporation or any agreement to which the
Company is a party or otherwise.
(h) The execution, delivery and performance of the Documents and
the issuance and sale of the Shares will not violate or result in a breach of,
or entitle any party (with or without the giving of notice or the passage of
time or both) to terminate or call a default under any Contract or violate or
result in a breach of any term of the Articles of Incorporation or by-laws of,
or violate any law, rule, regulation, order, judgment or decree binding upon,
the Company or to which any of its operations, businesses, properties or assets
are subject, the breach, termination or violation of which, or default under
which, would have a material adverse effect on the operations, business,
properties or assets of the Company.
(i) The Company shall effect a shelf registration statement for
the Shares on Form S-3 (the "Registration Statement"). This Registration
Statement shall be filed with the Securities and Exchange Commission within 90
days, and the Company shall use its best efforts to have the Registration
Statement declared effective within 180 days after the Closing. Such
Registration Statement shall be continuously maintained in effect for a period
of not less than two years from the Closing Date. Should the Registration
Statement not be declared effective within the 180 day period, the Company
shall, monthly until effectiveness, on the 211th day after the Closing, and on
each successive 30th day thereafter until such Registration Statement shall be
declared effective, deliver to the undersigned a number of additional Shares
("Additional Shares") equal to 2 1/2% of the Shares purchased by the
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undersigned. If the Company is required to issue any Additional Shares, the
Company shall include the Additional Shares in the Registration Statement.
(j) The Company has filed all documents and other reports,
including Current Reports on Form 8K, required to be filed by it pursuant to the
U.S. securities laws.
(k) The SEC Documents and this Agreement do not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading.
Without limiting the generality of the foregoing, there has been no material
adverse change in the financial condition, results of operations, business,
properties, assets, liabilities or future prospects of the Company from the
latest information set forth in the SEC Documents.
4. Representations, Warranties and Covenants of the Subscriber. The
undersigned hereby represents and warrants to, and agrees with, the Company as
follows:
(a) The undersigned is an "Accredited Investor" as that term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act of
1933, as amended (the "Act"). Specifically the undersigned is (check appropriate
items(s)):
___ (i) A bank as defined in Section 3(a)(2) of the Act, or a
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; a
broker or dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934; an insurance company as defined in Section 2(13) of the Act; an
investment company registered under the Investment Company Act of 1940 (the
"Investment Company Act") or a business development company as defined in
Section 2(a)(48) of the Investment Company Act; 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; a plan established and
maintained by a state, its political subdivisions or any agency or
instrumentality of a state or its political subdivisions for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; an employee
benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment advisor, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a self-
directed plan, with investment decisions made solely by persons that are
accredited investors.
___ (ii) A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
___ (iii) An organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.
___ (iv) A director or executive officer of the Company.
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___ (v) A natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of his or her purchase exceeds
$1,000,000. (California and Massachusetts residents: please see Section 4(b)
below.)
___ (vi) A natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year.
(California and Massachusetts residents: please see Section 4(b) below.)
___ (vii) A trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial
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and business matters that he is capable of evaluating the merits and risks of
the prospective investment).
___ (viii) An entity in which all of the equity owners are
accredited investors. (If this alternative is checked, the undersigned must
identify each equity owner and provide statements signed by each demonstrating
how each is qualified as an accredited investor.)
(b) For California and Massachusetts individuals: If the subscriber
is a California resident, such subscriber's investment in the Company will not
exceed 10% of such subscriber's net worth (or joint net worth with his spouse).
If the subscriber is a Massachusetts resident, such subscriber's investment in
the Company will not exceed 25% of such subscriber's joint net worth with his
spouse (exclusive of principal residence and its furnishings).
(c) If a natural person, the undersigned is: a bona fide resident of
the State contained in the address set forth on the signature page of this
Agreement as the under-signed's home address; at least 21 years of age; and
legally competent to execute this Subscription Agreement. If an entity, the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.
(d) The undersigned has received, read carefully and is familiar with
this Agreement, the Registration Rights Agreement and the SEC Documents.
Respecting the Company, the undersigned is familiar with the Company's business,
plans and financial condition, the terms of the Offering and any other matters
relating to the Offering; the undersigned has received all materials which have
been requested by the undersigned; has had a reasonable opportunity to ask
questions of the Company and its representatives; and the Company has answered
all inquiries that the undersigned or the undersigned's representatives have put
to it. The undersigned has had access to all additional information necessary
to verify the accuracy of the information set forth in this Agreement and the
SEC Documents and any other materials furnished herewith, and has taken all the
steps necessary to evaluate the merits and risks of an investment as proposed
hereunder.
(e) The undersigned or the undersigned's purchaser representative has
such knowledge and experience in finance, securities, investments and other
business matters so
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as to be able to protect the interests of the undersigned in connection with
this transaction, and the undersigned's investment in the Company hereunder is
not material when compared to the undersigned's total financial capacity.
(f) The undersigned understands the various risks of an
investment in the Company as proposed herein and can afford to bear such risks,
including, without limitation, the risks of losing the entire investment.
(g) The undersigned has been advised by the Company that none of
the Shares have been registered under the Act, that the Shares will be issued on
the basis of the statutory exemption provided by Section 4(2) of the Act or
Regulation D promulgated thereunder, or both, relating to transactions by an
issuer not involving any public offering and under similar exemptions under
certain state securities laws, that this transaction has not been reviewed by,
passed on or submitted to any Federal or state agency or self-regulatory
organization where an exemption is being relied upon, and that the Company's
reliance thereon is based in part upon the representations made by the
undersigned in this Agreement. The undersigned acknowledges that the undersigned
has been informed by the Company of, or is otherwise familiar with, the nature
of the limitations imposed by the Act and the rules and regulations thereunder
on the transfer of the Shares. In particular, the undersigned agrees that no
sale, assignment or transfer of any of the Shares shall be valid or effective,
and the Company shall not be required to give any effect to such a sale,
assignment or transfer, unless (i) the sale, assignment or transfer of such
Shares is registered under the Act, it being understood that the Shares are not
currently registered for sale although the Company has agreed to so register the
Shares as provided in this Agreement and the Registration Rights Agreement, or
(ii) such Shares are sold, assigned or transferred in accordance with all the
requirements and limitations of Rule 144 under the Act, it being understood that
Rule 144 is not available at the present time for the sale of the Shares, or
(iii) such sale, assignment or transfer is otherwise exempt from registration
under the Act. The undersigned further understands that an opinion of counsel
and other documents may be required to transfer the Shares. The undersigned
acknowledges that the Shares shall be subject to a stop transfer order and the
certificate or certificates evidencing any Shares shall bear the following or a
substantially similar legend or such other legend as may appear on the forms of
Shares and such other legends as may be required by state blue sky laws:
"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 and neither such
securities nor any interest therein may be offered, sold,
pledged, assigned or otherwise transferred unless (1) a
registration statement with respect thereto is effective
under the Act and any applicable state securities laws or
(2) the Company receives an opinion of counsel to the holder
of such securities, which counsel and opinion are reasonably
satisfactory to the Company, that such securities may be
offered, sold, pledged, assigned or transferred in the
manner contemplated without an effective registration
statement under the Act or applicable state securities
laws."
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(h) The undersigned will acquire the Shares for the
undersigned's own account (or for the joint account of the undersigned and the
undersigned's spouse either in joint tenancy, tenancy by the entirety or tenancy
in common) for investment and not with a view to the sale or distribution
thereof or the granting of any participation therein, and has no present
intention of distributing or selling to others any of such interest or granting
any participation therein.
(i) It never has been represented, guaranteed or warranted by
any broker, the Company, CEUT, any of the officers, directors, stockholders,
partners, employees or agents of either, or any other persons, whether expressly
or by implication, that:
(i) the Company or the undersigned will realize any given
percentage of profits and/or amount or type of consideration, profit or loss as
a result of the Company's activities or the undersigned's investment in the
Company; or
(ii) the past performance or experience of the management of
the Company, or of any other person, will in any way indicate the predictable
results of the ownership of the Shares or of the Company's activities.
(j) No oral or written representations have been made other than
as stated in the SEC Documents, and no oral or written information furnished to
the undersigned or the undersigned's advisor(s) in connection with the Offering
were in any way inconsistent with the information stated in the SEC Documents.
(k) The undersigned is not subscribing for Shares as a result of
or subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or presented at any seminar or meeting, or any solicitation
of a subscription by a person other than a representative of CEUT or the Company
with which the undersigned had a pre-existing relationship in connection with
investments in Shares generally.
(l) The undersigned represents that, since February 1, 2000,
through the Closing, the undersigned has not engaged in any short selling of the
shares of Common Stock.
(m) The undersigned agrees not to sell, transfer, hypothecate or
otherwise dispose of the Shares purchased by the Undersigned for a period of 180
days after the Closing.
(n) The undersigned is not relying on the Company with respect
to the tax and other economic considerations of an investment.
(o) The undersigned understands that the net proceeds from all
subscriptions paid and accepted pursuant to the Offering (after deduction for
expenses of the Offering, including the fees and expenses payable to CEUT) will
be used in all material respects for the purposes set forth in this Agreement.
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(p) Without limiting any of the undersigned's other
representations and warranties hereunder, the undersigned acknowledges that the
undersigned has reviewed and is aware of the risk factors described in the SEC
Documents.
(q) The undersigned acknowledges that the representations,
warranties and agreements made by the undersigned herein shall survive the
execution and delivery of this Agreement and the purchase of the Shares.
(r) The undersigned understands that CEUT does not make any
representation or warranty concerning the accuracy or completeness of any
information, relating to the Company or its operations, to be delivered to
prospective investors in connection with the Offering.
(s) The undersigned has consulted his own financial, legal and
tax advisors with respect to the economic, legal and tax consequences of an
investment in the Shares and has not relied on the SEC Documents or the Company,
its officers, directors or professional advisors for advice as to such
consequences.
5. Indemnification. The undersigned acknowledges that the
undersigned understands the meaning and legal consequences of the
representations and warranties contained in Section 4 hereof, and agrees to
indemnify and hold harmless the Company, CEUT, its partners, and each
incorporator, officer, director, partner, employee, agent and controlling person
of each thereof, past, present or future, from and against any and all loss,
damage or liability due to or arising out of a breach of any such representation
or warranty.
6. Transferability. Neither this Agreement, nor any interest of the
undersigned herein, shall be assignable or transferable by the undersigned in
whole or in part except by operation of law. Any attempt to assign or transfer
this Agreement or any interest therein other than by operation of law shall be
void.
7. Miscellaneous.
(a) This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, supersedes all existing
agreements among them concerning such subject matter, and may be modified only
by a written instrument duly executed by the party to be charged.
(b) Except as otherwise specifically provided herein, any notice
or other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by certified mail, return receipt requested, or by
Federal Express, Express Mail or similar overnight delivery or courier service
or delivered (in person or by telecopy, telex or similar telecommunications
equipment) against receipt to the party to whom it is to be given, (i) if to the
Company, at the address set forth on the first page hereof, (ii) if to the
undersigned, at the address set forth on the signature page hereof, or (iii) in
either case, to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 7(b). Notice to the estate of
any party shall be sufficient if addressed to the party as provided in this
Section 7(b). Any notice or other communication given by certified mail shall be
deemed given
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at the time of receipt thereof. Any notice given by other means permitted by
this Section 7(b) shall be deemed given at the time of receipt thereof.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the successors and assigns of the Company, and
the permitted successors, assigns, heirs and personal representatives of the
undersigned (including permitted transferees of the Shares).
(d) The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.
(e) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles governing conflicts of law.
(g) This Agreement does not create, and shall not be construed
as creating, any rights enforceable by any person not a party to this Agreement
(except as provided in Sections 6, and 7(c) and 7(g)); provided, that CEUT shall
be entitled to rely on, and shall be a third party beneficiary of, the
representations, warranties and agreements contained in this Agreement.
(h) The parties hereto irrevocably consent to the jurisdiction
of the courts of the State of New York and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with or simultaneously with this Agreement, or a breach of this Agreement or any
such document or instrument. In any such action or proceeding, each party hereto
waives personal service of any summons, complaint or other process and agrees
that service thereof may be made in accordance with Section 8(b). Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the party so
served shall appear or answer such summons, complaint or other process.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year this subscription has been accepted by the Company as set forth
below.
Number of Shares
Being Purchased Print Name of Subscriber
_______________
By:__________________________
(Signature of Subscriber or
Authorized Signatory)
Social Security Number or other
Taxpayer Identification Number:
____________________________
Address:____________________
____________________________
____________________________
____________________________
If the Shares will be held as joint tenants,
tenants in common, or community property,
please complete the following:
_____________________________
Print name of spouse or other co-subscriber
_____________________________
Signature of spouse or other co-subscriber
_____________________________
Print manner in which Shares will be held
______________________________
Social Security Number
[Please complete Section 4 for each subscriber. Each subscriber's signature
should be notarized on the appropriate following page.]
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ACCEPTED BY:
SONIC FOUNDRY, INC.
By:____________________________
Name:
Title:
Date: February __, 2000
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[Individuals]
STATE OF )
) ss.:
COUNTY OF )
On the ______ day of February, 2000, before me personally came
______________________________ and ________________, to me known, and known to
me to be the person(s) described in and who executed the foregoing instrument,
and s/he/they acknowledged to me that s/he/they executed the same.
____________________________
Notary Public
[Corporations]
STATE OF )
) ss.:
COUNTY OF )
On the ______ day of February, 2000, before me personally came
___________, to me known, who, being by me duly sworn, did depose and say that
s/he resides in _____________________________ that s/he is the _____________ of
________________________________________, the corporation described in and which
executed the above instrument; and that s/he signed his/her name thereto by
order of the board of directors of said corporation.
____________________________
Notary Public
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[Partnerships]
STATE OF )
) ss.:
COUNTY OF )
On the ______ day of February, 2000, before me personally came
____________________________________________, to me known, and known to me to be
the person who executed the foregoing instrument, and who, being duly sworn by
me, did depose and say that s/he is a general partner of _____________________,
that s/he executed the foregoing instrument in such partnership's name, and that
s/he had authority to sign the same, and s/he acknowledged to me that s/he
executed the same as the act and deed of said partnership for the uses and
purposes therein mentioned.
____________________________
Notary Public
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