Blueprint





 






Exhibit 10.1



 


CONFIDENTIAL


 


SUBSCRIPTION
AGREEMENT FOR SHARES OF COMMON STOCK


 


(the
“Common Stock
Offering”)


 


by and
between


 


ZOOM
TELEPHONICS, INC.


a
Delaware corporation (“Zoom” or the
“Company”)


 


and
the


 


SUBSCRIBER
IDENTIFIED BELOW (“Subscriber”)

 





(Note:
If the Subscriber is a corporate entity, trust, joint account or
other than a single individual, the name, address, telephone number
and social security number or employer identification number of
each beneficial owner, other than the Subscriber, should be set
forth on a separate sheet.)


 


	

Name
and Address of the Subscriber

	
 


	
 

	
 


	
 

	
 


	

Tel.
No. of the Subscriber

	
 


	

Email
Address of the Subscriber

	
 


	

Soc.
Sec. No. or EIN of the Subscriber

	
 


	

$
Amount Subscribed

	
 







 


 




 

1








 






 


W
I T N E S S E T H:


 


WHEREAS, Zoom is seeking to raise up to
$3,000,000 through the sale of shares of the Company’s common
stock, par value $0.01 per share (“Common Stock”), at a per
share purchase price equal to $2.60;


 


WHEREAS, the Company will provide
certain registration rights and pre-emptive rights in connection
with Subsequent Financings (as hereinafter defined) to the
Subscriber as provided herein;


 


WHEREAS, Zoom has given the Subscriber
the opportunity to conduct an independent investigation of the
Company and ask pertinent questions regarding an investment in the
Company, and officers of the Company have made themselves available
to the Subscriber for such purposes;


 


WHEREAS, Subscriber has reviewed the
Private Placement Memorandum dated October 21, 2016, including all
exhibits and attachments thereto, (the “Offering Memorandum”);
and


 


WHEREAS, with full consideration of the
risk factors set forth in the Offering Memorandum and otherwise
involved in an investment in the Company, the Subscriber desires to
acquire the shares of Common Stock as provided herein.


 

1.           Subscriber’s
Representations as to Status. The Subscriber represents and
warrants to the Company that it is an "Accredited Investor" within the
meaning of the Securities Act of 1933, as amended (the
“Securities
Act”), and Regulation D promulgated thereunder as
follows (inapplicable
statements should be crossed out.):


 


(a)          The
Subscriber has consulted counsel to the extent it deems necessary
concerning the propriety and appropriateness of making an
investment in the Company.


 


REPRESENTATIONS
FOR INDIVIDUALS


 


(b)(i)
If the Subscriber is an individual, all statements shall apply to you
unless you cross them out:


 




● 

Your net worth
(including assets jointly held with your spouse, if any) including
homes, home furnishings and automobiles, but excluding the value of
your primary residence and excluding the value of any indebtedness
secured by your primary residence, exceeds $1,000,000 (valuing your
assets on the basis of current market value).








● 

Your individual
income1
(as defined in footnote 1) for each of the years 2014 and 2015 was,
and your individual income for 2016 is expected to be, in excess of
$200,000.





 





1 For purposes of
determining whether any of the statements apply to you,
“individual income” means your individual adjusted
gross income (not including that of your spouse) and “joint
income” means the adjusted gross income of both you and your
spouse (even if you file separate tax returns) in all cases
increased by (i) any deduction for depletion under Section 611,
et seq., of the
Internal Revenue Code of 1986, as amended (the “Code”),
(ii) any exclusion for interest under Section 103 of the Code, and
(iii) any losses of a partnership allocated to you as an individual
limited partner as reported on Schedule E of Form 1040.
Notwithstanding the foregoing, if you are self- employed, deduct
any operating expenses of your proprietorship from revenues. Also,
if you are employed and incurred significant expenses in connection
with earning your salary, deduct the amount of such expenses from
your adjusted gross income when computing your income.



 

2







 








● 

Your joint income
(as defined in footnote 1) of you and your spouse for each of the
years 2014 and 2015 was, and the income of you and your spouse for
2016 is expected to be, in excess of $300,000.








● 

You do not expect
your current level of income to significantly decrease in the
foreseeable future.








● 

You do not have any
other investments or contingent liabilities which you reasonably
anticipate could cause you to need sudden cash requirements in
excess of cash readily available to you.






 


REPRESENTATIONS
FOR ENTITIES


 


(b)(ii)
If the Subscriber is an entity, trust, pension fund or IRA account
(an “Entity”), the Entity and
the person signing on its behalf represent and warrant that: (A)
such Entity is an existing entity, and has not been organized or
reorganized for the purpose of making this investment (or if not
true, such fact shall be disclosed to the Company in writing along
with information concerning the beneficial owners of the Entity),
(B) the Subscriber has the authority to execute this Subscription
Agreement, and any other documents in connection with an investment
in shares of Common Stock, on the Entity's behalf, (C) the Entity
has the power, right and authority to invest in shares of Common
Stock and enter into the transactions contemplated thereby, and
that the investment is suitable and appropriate for the Entity and
its beneficiaries (given the risks and illiquid nature of the
investment) and (D) all documents executed by the Entity in
connection with its investment in the Company are valid and binding
documents or agreements of the Entity enforceable in accordance
with their terms.


 

2.           Subscriber’s
Non-Reliance. The Subscriber represents, warrants,
acknowledges and agrees that (the use of “he,”
“his,” “you” or “yours” shall
be deemed to include “she,” “hers” and
“it” where appropriate):


 

(a)          He
is entering into this Subscription Agreement relying solely on the
facts and terms set forth in this Subscription Agreement, and he
has received the Offering Memorandum and copies of all documents
requested and the Company has not made any representations of any
kind or nature to induce the Subscriber to enter into this
Subscription Agreement except as specifically set forth
herein.


 

(b)          He
has made an investigation of the pertinent facts relating to the
operation of the Company and has reviewed the terms of this
Subscription Agreement to the extent that he deems necessary in
order to be fully informed with respect thereto.


 

(c)          He
has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an
investment in the Company. The Subscriber is able to bear the
substantial economic risks of an investment in the Company for an
indefinite period of time, has no need for liquidity in such
investment and could afford a complete loss of such investment. He
understands that the purchase of the shares of Common Stock is a
speculative investment that involves a high degree of
risk.


 



 

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(d)          He
will be acquiring the shares of Common Stock for investment, for
his own account and not for the interest of any other person and
not for distribution or resale to others, and he will not permit
any other person to acquire a beneficial interest in the shares of
Common Stock being subscribed for without the consent of the
Company. He understands that the shares of Common Stock have not
been registered under the Securities Act, and he agrees that his
interest in the Company may not be sold, transferred, or otherwise
disposed of except pursuant to an effective registration statement
or an exemption from registration under the Securities Act. He
understands and agrees that, until registered under the Securities
Act or transferred pursuant to Rule 144 (as defined herein), all
certificates evidencing any of the shares of Common Stock, whether
upon initial issuance or upon any transfer thereof, shall bear and
legend, prominently stamped or printed thereon, reading
substantially as follows:


 


These
securities have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or applicable
state securities laws. These securities have been acquired for
investment and not with a view to their distribution or resale, and
may not be sold, pledged, or otherwise transferred without an
effective registration statement for such securities under the
Securities Act and applicable state securities laws, or an opinion
of counsel satisfactory to the Company to the effect that such
registration is not required.


 

(e)          He
understands the effect of the limitations on disposition and of his
representation that his interest in the Company will not be sold,
transferred or otherwise disposed of except pursuant to an
effective registration statement or an exemption from registration
under the Securities Act. He understands that in certain
circumstances transfers can be made only with the consent of the
Company, in its sole discretion.


 

(f)          No
person is acting or authorized to act as his representative in
connection with his subscription.


 

(g)          He
did not learn of the investment in the shares of Common Stock as a
result of any public advertising or general
solicitation.


 

3.           Subscriber’s
Authority. If the Subscriber is a corporation, partnership,
trust or other Entity, the person executing this Subscription
Agreement has the full power and authority under the Subscriber's
governing instruments to do so and the Subscriber has the full
power and authority under its governing instruments to become a
stockholder of the Company.


 

4.          Tax
Matters. If the Subscriber is a pension plan, IRA or other
tax-exempt entity, it is aware that it may be subject to federal
income tax on any unrelated business taxable income from its
investment in the Company.


 

5.          Confirmatory
Representations. The Subscriber hereby agrees that any
representation made hereunder will be deemed to be reaffirmed at
any time the Subscriber makes an additional capital contribution to
the Company and the act of making such additional contribution will
be evidence of such reaffirmation.


 



 

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6. 

Registration
Rights.





 


(a)            Registration.
No later than thirty (30) days after the date on which the Company
has closed on an aggregate of at least $3,000,000 in the Common
Stock Offering (the “Closing Date”), the
Company shall prepare and file with the Securities and Exchange
Commission (the “SEC”) a registration
statement (“Registration Statement”)
covering the resale of all of the shares of Common Stock sold in
the Common Stock Offering (the “Registrable Securities”)
for an offering to be made on a continuous basis pursuant to Rule
415 of the Securities Act. The Registration Statement filed
hereunder shall be on Form S-1. The Company shall use its
commercially reasonable efforts to cause such Registration
Statement to be declared effective under the Securities Act not
later than 120 days after the Closing Date. The Company shall use
its commercially reasonable efforts to keep such Registration
Statement continuously effective under the Securities Act until the
earliest of: (i) such time as all Registrable Securities covered by
such Registration Statement have been sold, thereunder or pursuant
to Rule 144, (ii) such time as all Registrable Securities covered
by such Registration Statement (other than Registrable Securities
held by persons who are affiliates of the Company) may be sold
without volume or manner-of-sale restrictions pursuant to Rule 144
and without the requirement for the Company to be in compliance
with the current public information requirement under Rule 144; or
(iii) one year from the Closing Date. The Company shall promptly
notify the Subscriber of the effectiveness of a Registration
Statement.


 

(b)             Limitation
of Registration. Notwithstanding the registration
obligations set forth in Section 6(a), if the SEC informs the
Company that all of the Registrable Securities cannot, as a result
of the application of Rule 415, be registered for resale as a
secondary offering on a single registration statement, the Company
agrees to promptly inform the Subscriber thereof and use its
commercially reasonable efforts to file amendments to the
Registration Statement as required by the SEC, covering the maximum
number of Registrable Securities permitted to be registered by the
SEC, on Form S-1 or such other form as is available to register for
resale the Registrable Securities as a secondary
offering.


 




(c) 

Indemnification.






 


(i)       Indemnification
by the Company. The Company will indemnify and hold harmless
Subscriber and its officers, directors, members, shareholders,
partners, representatives, employees and agents, successors and
assigns, and each other person, if any, who controls such
Subscriber within the meaning of the Securities Act, against any
losses, obligations, claims, damages, liabilities, contingencies,
judgments, fines, penalties, charges, costs (including, without
limitation, court costs, reasonable attorneys’ fees and costs
of defense and investigation), amounts paid in settlement or
expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a
party thereto, to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, any preliminary
prospectus or final prospectus contained therein, or any amendment
or supplement thereof; (ii) any blue sky application or other
document executed by the Company specifically for that purpose or
based upon written information furnished by the Company filed in
any state or other jurisdiction in order to qualify any or all of
the Registrable Securities under the securities laws thereof (any
such application, document or information herein called a
“Blue Sky
Application”); (iii) the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; (iv) any
violation by the Company or its agents of any rule or regulation
promulgated under the Securities Act applicable to the Company or
its agents and relating to action or inaction required of the
Company in connection with such registration; or (v) any failure to
register or qualify the Registrable Securities included in any such
Registration Statement in any state where the Company or its agents
has affirmatively undertaken or agreed in writing that the Company
will undertake such registration or qualification on
Subscriber’s behalf and will reimburse Subscriber, and each
such officer, director or member and each such controlling person
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim or
action; provided, however, that the Company will not be liable in
any such case if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission so made in conformity with information furnished by
Subscriber or any such controlling person in writing specifically
for use in such Registration Statement or prospectus.


 



 

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(ii)          Indemnification
by Subscriber. Subscriber agrees to indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its
directors, officers, employees, stockholders, partner,
representatives and each person who controls the Company (within
the meaning of the Securities Act) against any Claims resulting
from any untrue statement of a material fact or any omission of a
material fact required to be stated in the Registration Statement
or prospectus or preliminary prospectus or amendment or supplement
thereto or necessary to make the statements therein not misleading,
to the extent, but only to the extent that such untrue statement or
omission is contained in any information furnished in writing by
Subscriber to the Company specifically for inclusion in such
Registration Statement or prospectus or amendment or supplement
thereto. In no event shall the liability of Subscriber be greater
in amount than the dollar amount of the proceeds (net of all
expense paid by Subscriber in connection with any claim relating to
this Section 6(c) and the amount of any damages Subscriber has
otherwise been required to pay by reason of such untrue statement
or omission) received by Subscriber upon the sale of the
Registrable Securities included in the Registration Statement
giving rise to such indemnification obligation.


 


(iii)          Conduct
of Indemnification Proceedings. Any person entitled to
indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to
the indemnified party; provided that any person entitled to
indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such
person unless (a) the indemnifying party has agreed to pay such
fees or expenses, or (b) the indemnifying party shall have failed
to assume the defense of such claim or employ counsel reasonably
satisfactory to such person or (c) in the reasonable judgment of
any such person, based upon written advice of its counsel, a
conflict of interest exists between such person and the
indemnifying party with respect to such claims (in which case, if
the person notifies the indemnifying party in writing that such
person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right
to assume the defense of such claim on behalf of such person); and
provided, further, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying
party of its obligations hereunder, except to the extent that such
failure to give notice shall materially adversely affect the
indemnifying party in the defense of any such claim or litigation.
It is understood that the indemnifying party shall not, in
connection with any proceeding in the same jurisdiction, be liable
for fees or expenses of more than one separate firm of attorneys at
any time for all such indemnified parties. No indemnifying party
will, except with the consent of the indemnified party, which
consent shall not be unreasonably withheld or delayed, consent to
entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.


 



 

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(iv)          Contribution.
If for any reason the indemnification provided for in the preceding
paragraphs (i) and (ii) is unavailable to an indemnified party or
insufficient to hold it harmless, other than as expressly specified
therein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such Claim
in such proportion as is appropriate to reflect the relative fault
of the indemnified party and the indemnifying party, as well as any
other relevant equitable considerations. No person guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of
the Securities Act shall be entitled to contribution from any
person not guilty of such fraudulent misrepresentation. In no event
shall the contribution obligation of a holder of Registrable
Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder in connection
with any claim relating to this Section 6(c) and the amount of any
damages such holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable
Securities giving rise to such contribution
obligation.


 

(d)            Obligations
of the Subscriber. It shall be a condition precedent to the
obligations of the Company to register the shares of Common Stock
subscribed for under this Subscription Agreement that the
Subscriber furnish to the Company such information regarding the
Subscriber, the shares of Common Stock subscribed for under this
Subscription Agreement and the intended method of disposition of
the shares of Common Stock subscribed for under this Subscription
Agreement as shall be reasonably required to effect the
registration of the shares of Common Stock subscribed for under
this Subscription Agreement and shall execute such documents and
agreements in connection with such registration as the Company may
reasonably request. Subscriber shall cooperate as reasonably
requested by the Company in connection with the preparation of the
registration statement with respect to such registration, and for
so long as the Company is obligated to file and keep effective such
registration statement, shall provide to the Company, in writing,
for use in the registration statement, all such information
regarding the Subscriber and its plan of distribution of the
Registrable Securities included in such registration as may be
reasonably necessary to enable the Company to prepare such
registration statement, to maintain the currency and effectiveness
thereof and otherwise to comply with all applicable requirements of
law in connection therewith. At least ten (10) Business Days (as
hereinafter defined) prior to the first anticipated filing date of
the Registration Statement, the Company shall notify the Subscriber
of the information the Company requires from him (the
“Requested
Information”) to have the shares of Common Stock
subscribed for under this Subscription Agreement included in the
Registration Statement. If within three (3) Business Days of the
filing date the Company has not received the Requested Information
from the Subscriber, then the Company may file the Registration
Statement without including the shares of Common Stock subscribed
for under this Subscription Agreement by the Subscriber. Subscriber
shall furnish to the Company or the
underwriter, as applicable, such information regarding the
Subscriber and the distribution proposed by it as the Company may
reasonably request in connection with any registration or offering
referred to in this Section 6. For the purposes of this
Subscription Agreement, the term “Business Day” means any
day other than a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the Commonwealth of
Massachusetts.


 




 

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(e)            Expenses
of Registration. In connection with any and all
registrations pursuant to this Subscription Agreement, all expenses
other than underwriting discounts and commissions incurred in
connection with registration, filings or qualifications, including,
without limitation, all registration, listing, filing and
qualification fees, printing and accounting fees and costs, the
fees and disbursements of counsel for the Company shall be borne by
the Company.


 




(f) 


Reports Under the Securities Exchange Act of 1934, as amended (the
“Exchange






 Act”). With a view
to making available to the Subscriber the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the security
holders to sell securities of the Company to the public without
registration (“Rule
144”), the Company shall at all times:


 


(i)            make
and keep public information available, as those terms are
understood and defined in Rule 144; and


 

(ii)            file
with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange
Act.


 

7.            Lock
Up Agreement. Subscriber acknowledges and agrees that he
will not (1) offer, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
pledge, hypothecate, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or
indirectly, the shares of Common Stock subscribed for under this
Subscription Agreement; or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of the shares of Common
Stock subscribed for under this Subscription Agreement, whether any
such transaction described in clause (1) or (2) above is to be
settled by delivery of the shares of Common Stock, in cash or
otherwise, for a period of 120 days subsequent to the Closing Date.
Subscriber further agrees not to enter into any private transaction
involving the shares of Common Stock subscribed for under this
Subscription Agreement unless (i) the Company receives an opinion
of counsel acceptable in form and substance to the Company to the
effect that the proposed transaction is exempt from the
registration requirements of the Securities Act and (ii) the
proposed transferee agrees to be bound by all the provisions in
this Section 7 prior to any such private transaction. Any waiver or
termination by the Company of the requirements of this Section 7
shall apply to all Subscribers in the Common Stock Offering, pro
rata, based on the number of shares of Common Stock purchased by
such Subscriber in the Common Stock Offering. Notwithstanding
anything to the contrary contained herein, the restrictions
contained herein shall not apply to the transfer of the shares of
Common Stock subscribed for under this Subscription Agreement to
any trust, partnership or limited liability company for the direct
or indirect benefit of such Subscriber and/or the immediate family
of such Subscriber for estate planning purposes, provided that (i)
the trustee of the trust, partnership or the limited liability
company, as the case may be, agrees in writing to be subject to the
restrictions of this Section 7 and (ii) any such transfer shall not
involve a disposition for value.




 

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(iii) Subsequent
Financings. In the event that prior to the one year
anniversary of the Closing Date, the Company proposes to issue
Common Stock or common stock equivalents for cash consideration of
$500,000 or greater, in one more transactions, with the primary
purpose of raising capital (each, a “Subsequent Financing”),
the Subscriber shall have the right to participate in each such
Subsequent Financing in an amount necessary to maintain the
Subscriber’s pro-rata ownership of the Company (calculated on
a fully-diluted basis) on the same terms, conditions and price
provided for in such Subsequent Financing (the “Participation Rights”).
The Company will provide the Subscriber written notice (the
“Subsequent
Financing Notice”) detailing the terms of the
Subsequent Financing at least ten (10) trading days prior to the
closing of a Subsequent Financing. The Subscriber will have the
option to participate in each Subsequent Financing for a period
commencing on the date the Subsequent Financing Notice is received
by the Subscriber and ending on the date that is five (5) trading
days prior to the closing of a Subsequent Financing. A Subsequent
Financing shall not include Excluded Issuances (as defined below).
In the event any Subscriber in the Common Stock Offering shall
elect not to exercise his Participation Rights in any Subsequent
Financing (a “Nonparticipating
Subscriber”), the Subscribers in the Common Stock
Offering who have elected to exercise their Participation Rights in
full in such Subsequent Financing (each a “Participating
Subscriber”) shall have the right to participate in
such Subsequent Financing, on a pro rata basis, to the extent of
such Nonparticipating Subscriber’s Participation Rights (the
“Over Subscription
Rights”). The Company will provide each Participating
Subscriber written notice of such Over Subscription Rights (the
“Over Subscription
Notice”) at least four (4) trading days prior to the
closing of a Subsequent Financing. The Participating Subscribers
will have the option to exercise such Over Subscription Rights for
a period commencing on the date the Over Subscription Notice is
received by the Subscriber and ending on the date that is two (2)
trading days prior to the closing of a Subsequent Financing.
Notwithstanding the foregoing, in the event the Company determines
in its reasonable discretion that the exercise by a Subscriber of
his Participation Rights or Over Subscription Rights under this
Section 8 would cause the Company to risk losing the benefit of any
tax-loss carryforwards, then such Subscriber will automatically be
deemed to have waived his Participation Rights and/or Over
Subscription Rights, as applicable. “Excluded Issuances” shall
mean (i) equity securities (including options and other convertible
securities) issued by reason of a dividend, stock split, split-up
or other distribution on shares of Common Stock; (ii) equity
securities (including options and other convertible securities)
issued to employees or directors of, or consultants or advisors to,
the Company or any of its subsidiaries pursuant to a plan,
agreement or arrangement approved by the Company’s Board of
Directors; (iii) shares of Common Stock issued upon the exercise of
options or shares of Common Stock issued upon the conversion or
exchange of convertible securities, in each case provided such
issuance is pursuant to the terms of such option or convertible
security; (iv) equity securities (including options and other
convertible securities) issued to banks, equipment lessors or other
financial institution pursuant to a debt financing or equipment
leasing transaction, approved by the Company’s Board of
Directors; (v) equity securities (including options and other
convertible securities) issued in connection with any sponsored
research, collaboration, technology license, development, OEM,
marketing or other similar agreements, joint ventures, corporate
partnerships or strategic alliances, approved by the
Company’s Board of Directors; or (vi) equity securities
(including options and other convertible securities) issued in
connection with a merger, acquisition, or consolidation involving
the Company.


 

8.          Benefit
of Agreement. This Subscription Agreement shall inure to the
benefit of and be binding upon each of the parties hereto, and
their heirs, beneficiaries, successors, assignees and legal
representatives, as may be applicable.


 



 

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9.          Subscription
for the Shares of Common Stock. The Subscriber hereby
subscribes for and agrees to purchase the number of shares of
Common Stock that is equal to the quotient of the subscription
amount set forth above, divided by the per share purchase price as
determined in accordance with the terms of this Subscription
Agreement, and has made a wire-transfer payment to the account set
forth below in the subscription amount set forth above or has
included a check for such amount herewith.


 

10.          Acceptance.
The Company shall not be obligated to accept the subscription for
the shares of Common Stock, shall have the right, exercisable at
its sole discretion, to reject the subscription at any time until
the return of a copy of this Subscription Agreement duly executed
by the Company and shall not be deemed to have accepted the
subscription by the passage of time, by depositing the
Subscriber’s check or by any other means except as expressly
stated herein. Upon rejection of the subscription, the payment
tendered by the Subscriber herewith shall be promptly returned,
without interest, and all provisions of this Subscription Agreement
will become null and void except for Section 18.


 

11.          Restriction
on Transfer and Resale. The Subscriber shall not transfer,
assign, hypothecate, pledge, sell or otherwise dispose of the
shares of Common Stock to be purchased pursuant to this
Subscription Agreement, except as may be permitted under the
Securities Act and applicable state securities laws pursuant to
registration or exemption therefrom. The shares of Common Stock
shall bear a legend to the effect that they have not been
registered under the Securities Act, and may not be sold without
registration or exemption therefrom.


 


12.          Adjustments
for Stock Splits, Stock Dividends, Etc. If from time to time
while this Subscription Agreement shall remain in force and effect
there is any stock split-up, stock


dividend, stock
distribution or other reclassification of the capital stock of the
Company, any and all new, substituted or additional securities to
which the Subscriber is entitled by reason of his ownership of the
shares of Common Stock shall be immediately subject to the
restrictions on transfer and other provisions of this Subscription
Agreement in the same manner and to the same extent as such shares
of Common Stock purchased in the Common Stock
Offering.


 

13.          Successors
and Assigns. Except as otherwise expressly provided herein,
this Subscription Agreement shall bind and inure to the benefit of
the Company and the Subscriber and their respective successors and
assigns. Notwithstanding the foregoing, the registration rights
provided in Section 6 are personal to the Subscriber and are not
transferable without the prior consent of the Company. Any transfer
of such rights without the consent of the Company shall be
void.


 

14.          Entire
Agreement. This Subscription Agreement is the complete and
entire understanding between the parties as to the transactions
contemplated hereby, and merges all prior agreements with respect
thereto. This Subscription Agreement may be executed in any number
of counterparts and may not be altered or amended other than by
written agreement signed by all the parties hereto.


 

15.          Amendments,
Waivers and Consents. Any provision in this Subscription
Agreement to the contrary notwithstanding, amendments to, changes
in or additions to this Subscription Agreement may be made, and
compliance with any covenant or provision set forth herein may be
omitted or waived, if the Company shall obtain consent thereto in
writing from Subscribers purchasing at least a majority of the
shares of Common Stock sold in the Common Stock
Offering.


 



 

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16.          Governing
Law. This Subscription Agreement shall be governed by the
internal laws of the Commonwealth of Massachusetts. The parties (a)
agree that any legal suit, action or proceeding arising out of or
relating to this Subscription Agreement shall be instituted
exclusively in the Commonwealth of Massachusetts, Suffolk County,
(b) waive any objection which such party may have now or hereafter
to the venue of any such suit, action or proceeding, and (c)
irrevocably consents to the jurisdiction of the Commonwealth of
Massachusetts in any such suit, action or proceeding. The parties
further agree to accept and acknowledge service of any and all
process which may be served in any such suit, action or proceeding
in the Commonwealth of Massachusetts. THE PARTIES HERETO AGREE TO
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT
OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.


 


17.          Confidential
Information. The information contained in this Subscription
Agreement and in the Offering Memorandum is confidential and
proprietary to the Company and is being submitted to prospective
investors in the Company solely for such investors’
confidential use with the express understanding that, without the
prior express written permission of the Company, such persons will
not release this Subscription Agreement or the Offering Memorandum,
discuss the information contained herein or in the Offering
Memorandum or use this Subscription Agreement or the Offering
Memorandum for any purpose other than evaluating a potential
investment in the Company through the purchase of shares of Common
Stock. A prospective investor, by accepting delivery of this
Subscription Agreement, agrees to promptly return to the Company
this Subscription Agreement, the Offering Memorandum and any other
documents or information furnished by the Company if (a) the
prospective investor elects not to purchase the shares of Common
Stock offered hereby, (b) the prospective investor’s
subscription is not accepted by the Company, or (c) the offering of
the shares of Common Stock is terminated or withdrawn.


 


[Signature
page follows]


 




 

11








 






IN
WITNESS WHEREOF, the parties hereto have executed this Subscription
Agreement as of the date provided below.


 


 


	

 

	
ZOOM
TELEPHONICS, INC.

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/ 

	

 


	

 

	

 

	
Name: Frank B.
Manning

	

 


	

 

	

 

	Title: President
and Chief Executive
Officer	

 


	

 

	

 

	 
 	

 


	

 

	

 

	 
 	

 


	

 

	INVESTORS:	

 


	

 

	

 

	 
 	

 


	

 

	The Investors
executing the Signature Page in the form attached hereto as Annex A
and delivering the same to the Company or its agents shall be
deemed to have executed this Agreement and agreed to the terms
hereof.	

 







 


 



 

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Annex
A Subscription Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Subscription
Agreement dated as of October 24, 2016 (the “Agreement”), with the undersigned,
Zoom Telephonics, Inc., a Delaware corporation (the
“Company”), in
or substantially in the form furnished to the undersigned and (ii)
purchase the shares of Common Stock as set forth below, hereby
agrees to purchase such shares of Common Stock from the Company as
of the Closing Date and further agrees to join the Subscription
Agreement as a party thereto, with all the rights and privileges
appertaining thereto, and to be bound in all respects by the terms
and conditions thereof. The undersigned specifically acknowledges
having read the representations of the Subscribers in the Agreement
and hereby represents that the statements contained therein are
complete and accurate with respect to the undersigned as a
Subscriber.


 


	

 

	
Name of
Investor:

	

 


	

 

	
 

	

 


	

 

	
If an entity:	

 


	

 

	
 	

 


	

 

	Print Name of
Entity:	

 


	

 

	 	

 


	

 

	 	

 


	

 

	
 	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	

 

	
Name: 

	

 


	

 

	

 

	

Title: 

	

 


	

 

	

 
 

	

 


	

 

	
If an individual:	

 


	

 

	

 
 

	

 


	

 

	Print
Name:	

 


	

 

	

 
 

	

 


	

 

	Signature:	

 


	

 

	

 
 

	

 


	

 

	
If joint individuals:	

 


	

 

	

 
 

	

 


	

 

	Print Name:
  
	

 


	

 

	

 
 

	

 


	

 

	Signature:	

 


	

 

	 	

 


	

 

	
All Investors:	

 


	

 

	 	

 


	

 

	Address:
 
	

 


	

 

	 	

 


	

 

	 	

 


	

 

	Telephone
No.:	

 


	

 

	 	

 


	

 

	Facsimile
No.: 
	

 


	

 

	 
	

 


	

 

	Email
Address:	

 


	

 

	 	

 


	

 

	The Subscriber
hereby elects to purchase ________ Shares (to be completed by Subscriber) at a
purchase price of $2.60 per Share under the Subscription Agreement
at a total Purchase Price of
$______ (to be completed by
Subscriber)	

 










 





 






 

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