the Company and the terminating Purchaser(s) shall not have any
further obligation or liability (including arising from such termination) to the
other, and no Purchaser will have any liability to any other Purchaser under the
Transaction Documents as a result therefrom.
25
TO ALL PURCHASERS:
THE PURCHASE OF THE SECURITIES OFFERED HEREBY IS SUITABLE ONLY FOR THOSE WHOSE
BUSINESS AND INVESTMENT EXPERIENCE MAKE THEM CAPABLE OF EVALUATING, EITHER ALONE
OR TOGETHER WITH A QUALIFIED PURCHASER REPRESENTATIVE (ATTORNEY, ACCOUNTANT OR
OTHER QUALIFIED FINANCIAL ADVISOR), THE MERITS AND RISKS OF AN INVESTMENT IN THE
COMPANY AND WHO CAN AFFORD TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN
INDEFINITE PERIOD AND HAVE NO NEED FOR LIQUIDITY IN SUCH AN INVESTMENT.
EACH RECIPIENT MUST RELY UPON HIS OR HER OWN REPRESENTATIVES, INCLUDING LEGAL,
ACCOUNTING AND INVESTMENT COUNSEL AS TO LEGAL, TAX AND RELATED MATTERS.
EACH INVESTOR MUST ACQUIRE SUCH SECURITIES SOLELY FOR SUCH INVESTOR'S OWN
ACCOUNT, FOR INVESTMENT AND NOT WITH AN INTENTION OF DISTRIBUTION, TRANSFER OR
RESALE EITHER IN WHOLE OR IN PART.
THESE SECURITIES ARE BEING SOLD PURSUANT TO RULE 506 OF REGULATION D OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATIONS THEREUNDER OR EXEMPTIONS THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
CTI INDUSTRIES CORPORATION
By:
Timothy Patterson, Chief
Financial Officer
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES for purchasers FOLLOW]
NAME OF PURCHASER: ____________________________
By:
Name:
Title:
Purchase Price (Subscription Amount): $_________________
Tax ID No. (or
Social Security No., if an individual):
Address for Notice:
Telephone No.:
Facsimile No.:
Email:
Attention:
EXHIBITS:
A:Form of Registration Rights Agreement
Investor Questionnaire
Certificate Questionnaire
C:Form of Opinion of Company Counsel
D:Irrevocable Transfer Agent Instructions
E:Wire Instructions
SCHEDULES:
3.1(w)Certain Fees
Instruction Sheet for Subscribers
Exhibit A
Form of Registration Rights Agreement
A-1
EXHIBIT B-1
ACCREDITED INVESTOR QUESTIONNAIRE
B-1-1
Exhibit B-2
Securities Questionnaire
Pursuant to Section 2.2(b) of the Agreement, please provide us with the
following information:
1. The exact name that the Securities are to be registered in (this is the name
that will appear on the stock certificate(s)).
You may use a nominee name if
appropriate:
2. If Securities are being registered in a name other
than that of the Purchaser (as reflected on the signature page to the Securities
Purchase Agreement), the relationship between the Purchaser of the Securities
and the Registered Holder listed in response to Item 1 above:
3. The
mailing address, telephone and facsimile number of the Registered Holder listed
in response to Item 1 above:
4. The Tax Identification Number (or, if an individual,
the Social Security