SUBSCRIPTION AGREEMENT
THE INVESTOR IS REQUIRED TO MARK BOXES TO INDICATE WHICH REPRESENTATIONS AND
WARRANTIES IT IS MAKING UNDER PART 1 HEREOF.
Ladies and Gentlemen:
By executing this Subscription Agreement, the undersigned (the "Investor")
hereby irrevocably subscribes for the number of shares (the "Shares") of THE
CATAPULT GROUP, INC., a Delaware Corporation (the "Company") listed on the
signature page hereto at a subscription price of $0.78 per share. The Investor
has delivered herewith to the Company payment of the Total Purchase Price as set
forth on the signature page hereto.
This Subscription Agreement shall not be valid and binding on the Company
unless and until accepted by the Company. If this Subscription Agreement is not
accepted by the Company, the purchase price paid by the Investor to the Company
shall be refunded to the Investor.
The Investor understands that the Shares may be acquired hereunder only by
investors who are able to make all required representations and warranties under
Part I and Part II below.
REPRESENTATIONS AND WARRANTIES
The Investor makes representations and warranties in this Subscription
Agreement in order to permit the Company to determine the suitability of the
Shares as an investment for the Investor and to determine the availability of
the exemptions relied upon by the Company from registration under Section 5 of
the United States Securities Act of 1933, as amended, and the regulations
promulgated thereunder (the "Securities Act").
Part I: Representations as to Accredited Investor Status
TO ESTABLISH THAT THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a) PROMULGATED UNDER THE SECURITIES ACT, THE INVESTOR MUST MARK AT
LEAST ONE BOX BELOW, THEREBY MAKING THE REPRESENTATION SET FORTH BESIDE THE
MARKED BOX.
|_| The Investor is a natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of the Investor's purchase
exceeds $1,000,000.
|_| The Investor 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 has a
reasonable expectation of reaching the same income level in the current year.
|_| The Investor is a bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or any other institution as defined in
Section 3(a)(5)(A) of the Securities Act.
|_| The Investor is a broker dealer registered pursuant to Section 15 of
the United States Securities Exchange Act of 1934, as amended.
|_| The Investor is an insurance company as defined in Section(2)(13) of
the Securities Act.
|_| The Investor is an investment company registered under the Investment
Company Act or a business development company as defined in Section 2(a)(48) of
that Act.
|_| The Investor is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small
Business Investment Act of 1958, as amended.
|_| The Investor is a plan established and maintained by a state within the
United States, one or more political subdivisions of such a state, or any agency
or instrumentality of such a state or its political subdivisions, for the
benefit of its employees, with total assets in excess of $5,000,000.
|_| The Investor is an employee benefit plan within the meaning of the U.S.
employee Retirement Income Security Act of 1974, as amended ("ERISA"), (i) the
investment decision for which 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 (ii) which has total
assets in excess of $5,000,000 or (iii) which is a self-directed plan with
investment decisions made solely by persons that are Accredited Investors.
|_| The Investor is a private business development company as defined in
Section 202(a)(22) of the U.S. Investment Advisers Act of 1940.
|_| The Investor is an organization that is described in Section 501(c)(3)
of the U.S. Internal Revenue Code of 1986, as amended, a corporation, a
Massachusetts or similar business trust, or a partnership, in any case that was
not formed for the specific purpose of acquiring the Shares, with total assets
in excess of $5,000,000.
|_| The Investor is a director or executive officer (as defined in
Rule 502(f) promulgated under the Securities Act) of the Company.
|_| The Investor is a trust with total assets of $5,000,000, not formed for
the specific purpose of acquiring the Shares, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the
Securities Act.
|_| The Investor is an entity in which all of the equity owners are
Accredited Investors.
PART II. Additional Representations
THE INVESTOR, BY SIGNING THIS SUBSCRIPTION AGREEMENT, WILL BE DEEMED TO HAVE
MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN PARAGRAPHS 1 THROUGH 11
BELOW.
1. The Investor and/or the Investor's representative (if any) have received
a copy of all of the public filings of the Company pursuant to the Securities
Exchange Act of 1934 together with current information regarding the Company's
wholly owned subsidiary. The Investor, either alone or together with the
Investor's purchaser representative, if any, have such knowledge and experience
in financial and business matters as to be able to evaluate the merits and risks
of an investment in the Company.
2. The Investor acknowledges that: (a) the Investor has been provided with
information concerning the company and has had an opportunity to ask questions
and to obtain such additional information concerning the Company as the Investor
deems necessary in connection with the Investor's acquisition of interests in
the Company; (b) information with respect to existing business and historical
operating results of the Company and estimates and projections as to future
operations involve significant subjective judgment and analysis, which may or
may not be correct; (c) the Company cannot, and does not, make any
representation or warranty as to the accuracy of the information concerning the
past or future results of the Company.
3. The Investor has sought such accounting, legal and tax advice as the
Investor considered necessary to make an informed investment decision. The
Investor is experienced in investment and business matters (or has been advised
by an investment advisor who is so experienced), and is aware of and can afford
the risks of making such an investment, including the risk of losing the
Investor's entire investment.
4. The Shares subscribed for herein will be acquired solely by and for the
account of the Investor for investment and are not being purchased for resale or
distribution. The Investor has no contract, undertaking, agreement or
arrangement with any person to sell or transfer to such person or anyone else
any of the Shares (or any portion thereof or interest therein) for which the
Investor hereby subscribes, and the investor has no present plans or intentions
to enter into any such contract, undertaking, agreement or arrangement. The
financial condition of the Investor is such that the Investor has no need for
liquidity with respect to the Investor's investment in the Shares and no need to
dispose of any portion of the Shares to satisfy any existing or contemplated
undertaking or indebtedness; and the overall commitment by the Investor to
investments which are not readily marketable is not disproportionate to the
Investor's net worth and will not become excessive as a result of investment in
the Shares.
5. The Investor acknowledges that the Registration Rights Agreement entered
into between Investor and Company in consideration of this Subscription
Agreement and pertaining to the Shares contains limitations on Demand
Registrations and Piggyback Registrations that may postpone any registration of
the Shares.
6. The Investor understands, represents, warrants and agrees that the
Investor's Shares are not transferable, that the Investor will not, directly or
indirectly, sell, assign, convey, hypothecate or otherwise transfer the
Investor's Shares (or any portion thereof or interest therein) except in
accordance with Securities Act of 1933 and other applicable state securities
laws and that violation of the foregoing will cause such transfer to be void and
need not be recognized by the Company.
7. The Investor warrants that the Investor has knowledge and experience in
financial, investment and business matters and that the Investor is capable of
evaluating the merits and risks of an investment in the Shares.
8. The Company, by and through its Board of Directors and/or legal counsel,
has made no representation or warranty as to the suitability of the Investor's
investment in the Shares. Neither the Company nor its counsel has made an
independent investigation on behalf of the Investor, nor has the Company, by and
through its Board of Directors or counsel, acted in an advisory capacity to the
Investor.
9. The Investor has relied solely upon independent investigations made by
the Investor in making the decision to purchase the Shares subscribed for
herein, and acknowledges that no representations or agreements have been made to
the Investor with respect thereto.
10. The Investor expressly acknowledges that:
(a) No federal, state or other governmental agency has passed upon the
adequacy or accuracy or the information concerning the Company or made any
finding or determination as to the fairness of the investment, or any
recommendation or endorsement of the Shares as an investment.
(b) The Investor is not dependent upon a current cash return with
respect to the Investor's investment in the Shares, and the Investor
understands that distributions are not required to be made and that returns
on an investment in the Shares may not be realized for years.
(c) The Shares are being offered and sold to prospective purchasers
directly, and neither the Company nor any person acting on behalf of the
Company has offered to sell the Shares to the Investor by means of any form
of general solicitation or advertising, such as media advertising or public
seminars.
11. The Investor (i) if an individual, is at least 21 years of age; (ii) if
a partnership, is comprised of partners all of whom are at least 21 years of
age; and (iii) if a corporation, partnership, trust or other like entity, is
authorized and otherwise duly qualified to purchase and hold the Shares. The
Investor has duly authorized, executed and delivered this Subscription Agreement
and understands that the Company is not obligated to accept this Subscription
Agreement and that this Subscription shall be valid and binding on the Company
only upon acceptance by the Company. The Investor understands that if this
Subscription Agreement is accepted and executed by the Company, the Investor
will constitute a valid and legally binding obligation of the Investor and the
Company.
12. The Investor certifies under penalties of perjury that (i) the
Investor's taxpayer identification number (social security number for an
individual Investor) as set forth on the signature page hereof is correct; (ii)
the Investor's home address (in the case of an individual) or office address (in
the case of an entity) as set forth on the signature page hereof is correct; and
(iii) the Investor is not subject to backup withholding either because the
Investor has not been notified by the Internal Revenue Service ("IRS") that the
Investor is subject to backup withholding as a result of a failure to report all
interest or dividends, or because the Investor has been notified by the IRS that
the Investor is no longer subject to backup withholding. If the Investor is
subject to backup withholding, Investor should cross through clause (iii) and
check the following box: ______
MISCELLANEOUS
1. Successors and Assigns. Upon acceptance by the Company, this
Subscription Agreement, and all of the obligations of the Investor hereunder,
and all of the representations and warranties by the Investor herein, shall be
binding upon the heirs, executors, administrators, personal representatives,
successors and assigns of the Investor.
2. Governing Law. This Subscription Agreement shall be construed in
accordance with, and governed in all respects by, the laws of the State of
Georgia.
3. Indemnification. The Investor agrees to indemnify the Company, its
officers and managers for any and all claims or losses (including attorneys'
fees) incurred by them as a result of the incorrectness of the Investor's
representations and warranties contained herein, including but not limited to,
claims arising under federal and state securities laws and common law claims.
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SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT FOR
Executed at ________ ,_________ this_____ day of _________, 2000.
CITY STATE
THE INVESTOR:
Ronald Potts
------------
Please print or type legal name of Investor as it should appear on
stock certificate and in stockholder records
By:
Sign here
Its: If signatory is executing on behalf of an entity, please indicate
signatory's title or office with such entity
Number of Shares of Stock Subscribed for: 300,000
Price Per Share: $ 0.78
Total Purchase Price: $ 234,000
Taxpayer I.D. Number or Social Security Number:
Print or type address, telephone number and fax number preferred for stockholder
communications:
Address:
Telephone:
Fax:
Accepted this_______day of___________, 2000
By:
Title:
* If the Investor is a corporation, trust, partnership, or other entity, please
attach a copy of the resolutions, trust instrument, partnership agreement or
similar document (or in lieu thereof, an opinion of counsel) showing the
corporation, trust, partnership or other entity has authority to purchase the
Shares and showing that the signatory above may act on its behalf in making this
investment.
