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Exhibit 4.6
FORM OF SUBSCRIPTION AGREEMENT
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IMAGE TECHNOLOGY LABORATORIES, INC.
SUBSCRIPTION AGREEMENT
Image Technology Laboratories, Inc.
167 Schwenk Drive
Kingston, New York 12401
Gentlemen:
1. Subscription. The undersigned (the "Buyer") hereby subscribes for
Units, each Unit consisting of one Common share $.01 par value per share and one
Warrant to purchase one Common share (the "Units"), of Image Technology
Laboratories, Inc., a Delaware corporation (the "Company"), at a purchase price
of $0.40 per Unit, or an aggregate of $____________ for the Units subscribed for
hereby. Accompanying this Agreement is Buyer's check in the amount of
$______________ (the "Payment"), payable to Bondy & Schloss LLP, Escrow Account,
in payment of the purchase price for the Shares subscribed for hereby. Buyer
understands that the Payment will be deposited in a non interest-bearing escrow
account at Bank, New York, and will be held and distributed in the manner
described in the Company's Prospectus dated _________, 2000, (the "Prospectus")
under the caption "PLAN OF DISTRIBUTION - Procedures for Subscribing".
2. Certificate for Corporate, Partnership Trust and Joint Purchaser.
If the purchaser is a corporation, partnership, trust or two or more individuals
purchasing jointly, note the specific instructions for the Certificate of
Corporate, Partnership Trust and Joint Purchases. Please date and sign the
certificate.
3. Acceptance of Subscription. It is understood that this
subscription is not binding upon the Company until the Company accepts it, and
that the Company has the right to accept or reject this subscription in whole or
in part in its sole and complete discretion. If this subscription is rejected in
whole, the Company shall return the Payment to Buyer, without interest, and the
Company and Buyer shall have no further obligation to each other hereunder. In
the event of a partial rejection of this subscription, a pro rated amount of the
Payment will be returned to Buyer, without interest.
4. Non-Assignability. This Subscription Agreement is not
transferable or assignable by Buyer.
5. Word Meanings. All references in this Agreement to the "Buyer"
shall include all parties (other than the Company) who execute this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the Buyer
and by the Company on the respective dates set forth below.
Individual Signature(s):
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Date Signature of Buyer
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Social Security No. Printed Name
Telephone No.
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Street
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City State Zip
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Date Signature of Co-Buyer
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Social Security No. Printed Name
Telephone No.
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Street
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City State Zip
For Corporations, Trusts and Partnerships:
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Date Printed Name of Buyer
By:
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Tax Identification No. Signature of Authorized Signatory
Telephone No.
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Printed Name of Authorized Signatory
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Street Address of Buyer
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City State Zip
Subscription Accepted by:
IMAGE TECHNOLOGY LABORATORIES, INC.
By:
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Name:
Title:
Date:
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SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE,
PARTNERSHIP, TRUST, AND JOINT PURCHASERS
If the subscriber is a corporation, partnership, trust, or other
entity or joint purchaser, the following additional instructions must be
followed. INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE REQUIRED BY
THE COMPANY IN SOME CASES.
I. Certificate. The subscriber must date and sign the Certificate
below, and, if requested by the Company, the subscriber may also be required to
provide an opinion of counsel to the same effect as this Certificate or a copy
of (a) the corporation's articles of incorporation, bylaws and authorizing
resolution, (b) the partnership agreement, or (c) the trust agreement, as
applicable.
II. Subscription Agreement
A. Corporations. An authorized officer of the corporation must
date, sign, and complete the Subscription Agreement with information concerning
the corporation. The officer should print the name of the corporation above his
signature, and print his name and office below his signature.
B. Partnerships. An authorized partner must date, sign, and
complete the Subscription Agreement with information concerning the partnership.
The partner should print the name of the partnership above his signature, and
print his name and the words "general partner" below his signature.
C. Trusts. In the case of a trust, the authorized trustee
should date, sign, and complete the Subscription Agreement with information
concerning the trust. The trustee should print the name of the trust above his
signature, and print his name and the word "trustee" below his signature. In
addition, an authorized trustee should also provide information requested in the
Subscription Agreement as it pertains to him as an individual.
D. Joint Ownership. In all cases, each individual must date,
sign, and complete the Subscription Agreement. Joint investors must state if
they are purchasing the Shares as joint tenants with the right of survivorship,
tenants in common, or community property, and each must execute the Subscription
Agreement Signature Page.
CERTIFICATE FOR CORPORATE, PARTNERSHIP,
TRUST, AND JOINT PURCHASERS
If the subscriber is a corporation, partnership, trust, joint
purchaser, or other entity, an authorized officer, partner, or trustee must
complete, date, and sign this Certificate.
CERTIFICATE
I hereby certify that:
a. The subscriber has been duly formed and is validly existing and
has full power and authority to invest in Image Technology Laboratories,
Inc.
b. The Subscription Agreement has been duly and validly authorized,
executed, and delivered by the subscriber and, upon acceptance by the
Company, will constitute the valid, binding, and enforceable obligation of
the subscriber.
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Dated: , 2000
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Name of corporation, partnership, trust or
joint purchases (please print)
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Signature and title of authorized officer,
partner, trustee, or joint purchaser
