INCLUDING THE REASONABLE FEES AND EXPENSES OF
COUNSEL) INCURRED IN CONNECTION THEREWITH.
8.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. THE
RESPECTIVE AGREEMENTS, REPRESENTATIONS, WARRANTIES, INDEMNITIES AND OTHER
STATEMENTS MADE BY OR ON BEHALF OF EACH PARTY HERETO PURSUANT TO THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS OF ANY INVESTIGATION MADE BY
OR ON BEHALF OF ANY PARTY, AND SHALL SURVIVE DELIVERY OF ANY PAYMENT FOR THE
DEBENTURES.
9.
MISCELLANEOUS.
(A)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, AND SUCH
COUNTERPARTS SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND, WITH RESPECT TO THE
INDEMNIFICATION PROVISIONS HEREOF, EACH PERSON ENTITLED TO INDEMNIFICATION
HEREUNDER, AND NO OTHER PERSON SHALL HAVE ANY RIGHT OR OBLIGATION HEREUNDER.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY ANY PARTY HERETO WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY HERETO. ANY ASSIGNMENT CONTRARY TO THE TERMS
HEREOF SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.
(C)
THIS AGREEMENT REPRESENTS THE ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND CAN BE
AMENDED, SUPPLEMENTED OR CHANGED, AND ANY PROVISION HEREOF CAN BE WAIVED, ONLY
BY WRITTEN INSTRUMENT MAKING SPECIFIC REFERENCE TO THIS AGREEMENT SIGNED BY THE
PARTY AGAINST WHOM ENFORCEMENT OF ANY SUCH AMENDMENT, SUPPLEMENT, MODIFICATION
OR WAIVER IS SOUGHT.
(D)
TIME SHALL BE OF THE ESSENCE IN THIS AGREEMENT.
(E)
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK.
*
*
*
*
*
7
IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement
to be executed and delivered as of the date first written above.
Date: _____________, 2012
Amount of Subscription:
(Minimum of $150,000)
Subscriber's Name (please print)
Subscriber's Name (if more than one)
Social Security or Taxpayer
Subscriber's Signature
Identification Number
Social Security or Taxpayer
Subscriber's Signature (if more than one)
Identification Number
Residence Address:
Mailing Address, if different
from Residence Address:
NOTE TO SUBSCRIBER:
ONE OF THE BOXES IN SECTION 5(b) (ON PAGE __)
MUST BE CHECKED.
8
Accepted:
COPYTELE, INC.
Date: ______________, 2012
By:
Name: Lewis H. Titterton, Jr.
Title: Chairman of the Board and
Chief Executive Officer
9
EXHIBIT A
FORM OF DEBENTURE
THIS 8% CONVERTIBLE DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE
PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL, EITHER FROM COUNSEL TO THE COMPANY OR COUNSEL TO THE HOLDER
HEREOF WHO IS REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH 8% CONVERTIBLE
DEBENTURE OR COMMON STOCK MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER