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EXHIBIT 4.2
FORM OF
SUBSCRIPTION AGREEMENT
HADRON, INC., a New York corporation (the "Company"), hereby issues and
sells to _________________ ("Investor"), and Investor hereby purchases and pays
for, ___________________ (_____) units (the "Units"), each consisting of one
share of the restricted Common Stock, par value $0.02 per share, of the Company
(the "Shares") and one warrant to purchase one share of restricted Common Stock
of the Company for $0.75 per share for five (5) years from the date of this
agreement. The purchase price for each Unit is $0.75. Payment of the purchase
price for the Shares has been made by the Investor by delivery to the Company in
conjunction with the execution of this Agreement by wire transfer or otherwise
as the Company and the Investor have agreed, of __________________ ($_________).
Investor represents and warrants that:
(a) the Investor understands that the Shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws;
(b) the Investor is acquiring the Shares for the Investor's own
account, not as a nominee or agent, and without a view to resale or other
distribution within the meaning of the Securities Act and the rules and
regulations thereunder, and that the Investor will not distribute any of the
Shares in violation of the Securities Act;
(c) the Investor (i) acknowledges that the Shares must be held
indefinitely by the Investor unless subsequently registered under the Securities
Act or an exemption from registration is available, (ii) is aware that any
routine sales of Shares made pursuant to Rule 144 under the Securities Act, when
such Rule becomes available, may be made only in limited amounts and in
accordance with the terms and conditions of that Rule and that in such cases
where the Rule is not applicable, compliance with some other registration
exemption will be required, and (iii) is aware that Rule 144 is not currently
available for use by the Investor for resale of any of the Shares;
(d) the Investor is an "accredited investor" as defined within Rule 501
promulgated under the Securities Act by virtue of the Investor being one or more
of the following (check all that apply):
___ a corporation or partnership with total assets in excess of
$5,000,000 which was not formed for the specific purpose of
acquiring the Shares
___ a natural person whose individual net worth, or joint net
worth with the Investor's spouse, on the date hereof, exceeds
$1,000,000
___ 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 the Investor's spouse in excess of $300,000 in each of
those years and has a reasonable expectation of reaching the
same level of income in the current year
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___ a member of the Board of Directors or an officer of the
Company
___ an entity in which all of the equity owners are accredited
investors
(e) the Investor has such knowledge and experience in financial and
business matters such that the Investor is capable of evaluating the merits and
risks of the Investor's investment in the Shares;
(f) the Investor confirms that the Company has made available to the
Investor the opportunity to ask questions of and receive answers from the
Company concerning the terms and conditions of the Investor's investment in the
Shares, and the Investor has received to such Investor's satisfaction such
additional information about the Company's operations and prospects as such
Investor has requested;
(g) the Investor agrees that the Investor will not sell or otherwise
transfer or dispose of Shares or any interest therein unless such Shares have
been registered under the Securities Act or may be sold or transferred in
reliance on an exemption from such registration; and
(h) the Investor agrees that the certificates or instruments
representing the Shares and Warrants to be acquired by the Investor may contain
a restrictive legend noting the restrictions on transfer described herein and
required by federal and applicable state securities laws, and that appropriate
"stop-transfer" instructions may be given to the Company's transfer agent, if
any, provided that this paragraph (h) shall no longer be applicable to any
Shares following their transfer pursuant to a registration statement effective
under the Securities Act or in compliance with Rule 144 or if an opinion of
counsel reasonably satisfactory to the Company is to the effect that transfer
restrictions and the legend referred to herein are no longer required in order
to establish compliance with any provisions of the Securities Act.
HADRON, INC. INVESTOR
By: ______________________________ ____________________________________
Name: Jon M. Stout Printed Name: _____________________
Title: President & CEO S.S. or T.I.N. ____________________
Dated: August 11, 2000
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