EXHIBIT 4.44
ADATOM.COM, INC.
SUBSCRIPTION TO SHARES
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The undersigned hereby subscribes to 150,000 shares of the common stock,
par value $0.01, (the "Shares"), of ADATOM.COM, INC., a Delaware corporation
(the "Corporation"), and agrees to pay therefor the sum of $100,000 Dollars
($0.67) per share, payable in cash.
The undersigned hereby warrants and represents to and agrees with the
Corporation that:
1. The undersigned is aware that the Shares have
not been registered under either federal or state securities
laws in reliance on certain exemptions contained therein.
2. The undersigned is purchasing the Shares as an
investment and not with a view to distribution or resale thereof
3. The undersigned is aware of the kind of information
that would be available in a registration statement filed under
the provisions of the Securities Act of 1933.
4. The undersigned has had access to the same kind of
information about the Corporation that would be available in
such a registration statement and to additional information
necessary to verify the accuracy of such information.
5. The undersigned has such knowledge and experience in
financial and business matters that the undersigned is able to
evaluate the merits and risks of this investment and to bear the
economic risks of this investment.
6. The undersigned shall indemnify and save harmless
the Corporation, its officers, directors, promoters,
incorporator, employees and agents from any and all liabilities,
claims, demands, suits or other proceedings arising out of any
breach or alleged breach of the foregoing warranties and
representations.
The certificate evidencing the Shares shall bear the following legend in
conspicuous type:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER
ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION WITHOUT
AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
The Corporation will mail to the shareholder a copy of the express
terms of the shares represented by this certificate, and of the other class or
classes and series of shares, if any, which the Corporation is authorized to
issue, without charge, within five days after receipt of a written request
therefor.
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IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name as
of this 14 day of September, 2000.
JESUP AND LAMONT GROUP HOLDINGS, INC.
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Printed Name of Subscriber
/s/ HOWARD CURD
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Signature of Subscriber
Address:
650 5TH AVE, 3RD FLOOR
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NEW YORK NY 10019
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Social Security NO: 13-3605971
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Both Parties hereby agree:
X Buyer will not sell shares for at least 6 months;
X Seller (Adatom) agrees to Unlimited Piggyback Rights
/s/ HOWARD CURD /s/ RICHARD S. BARTON
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Howard Curd Richard S. Barton
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Subscriber has executed this Agreement as of the date written below.
SUBSCRIBER MUST COMPLETE THE FOLLOWING (PLEASE PRINT):
I. PART I - GENERAL INFORMATION
Name of Subscriber (Print):
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Number of Shares subscribed for: 150,000 voting Shares
Total Subscription Price ($ x Number of Shares Subscribed for) $
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Minimum Purchase: Shares ($ ) (subject to Company's
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right to accept lesser amount)
Form of Subscriber (check one): Individual Corporation X Trust
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Other (specify):
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If an Entity, Names of Individual Equity Owners:
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Address of Residence SAME
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(or entity's principal office) Street or P.O. Box Number
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City State Zip
Telephone number: ( )
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Mailing address (if different):
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Street or P.O. Box Number
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City State Zip
Attention:
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Social Security Number or
Tax Identification Number 13-3605971
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PART II - ACCREDITED INVESTOR REPRESENTATION
Subscriber is an accredited investor under Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933 (the "Securities Act") for the
following reasons. (Please initial each of the statements below which are
applicable to Subscriber named above):
_________ Subscriber is a natural person whose individual net worth, or
joint net worth with that person's spouse at the time of his/her purchase,
exceeds $1,000,000.
_________ Subscriber is 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 who
reasonably expects the same or greater income level in the current year.
_________ Subscriber is a bank, savings and loan association, registered
broker-dealer, insurance company, investment company, private business
development company, or licensed small business investment company.
_________ Subscriber is an employee benefit plan established and
maintained by a state, its political subdivision, or their agencies if such plan
has total assets in excess of $5,000,000.
_________ Subscriber is a self-directed employee benefit or pension
plan, with investment decisions made solely by persons who are accredited
investors.
_________ Subscriber is a trust, with total assets in excess of
$5,000,000, not formed for the purpose of acquiring the Shares, whose total
purchase is directed by a financially sophisticated person.
_________ Subscriber is a director or executive officer of the Company.
_________ Subscriber is a charitable or other organization described in
501(c)(3) of the Internal Revenue Code, or any corporation, partnership, or
business trust, not formed for the purpose of acquiring the Shares, with total
assets in excess of $5,000,000.
___X______ Subscriber is an entity in which all of the equity owners are
accredited investors.
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PART III - SIGNATURE
To the best of my knowledge and belief, the above information supplied
by me is true and correct in all respects, and I am aware and intend that
Adatom.Com, Inc., may rely upon such information to determine the subscriber's
suitability as an investor in the Shares.
Date: September 14, 2000 /s/ HOWARD CURD
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Signature of Subscriber (indicate title,
if applicable)
Date: , 2000
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Signature of Subscriber (indicate title,
if applicable)
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ACCEPTANCE
The Company hereby accepts the foregoing Subscription as to 150,000
Shares as of the date set forth immediately below.
ADATOM.COM, INC.
Date: September 14, 2000 BY: /s/ RICHARD S. BARTON
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Its:
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