THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR
A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE "RESTRICTED"
AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
SERIES D PREFERRED STOCK
SECURITIES PURCHASE AGREEMENT
THIS AGREEMENT is made as of the ____ day of May, 1997, between DIVERSIFAX, INC., Nasdaq
Symbol "DFAX" (the "Company"), a Delaware corporation, with its principal office at 39 Stringham Avenue,
Valley Stream, NY 11580, and _____________________ (the "Purchaser"), with its principal office at
IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Purchaser
agree as follows:
Section 1. Certain Definitions. For purposes of this Agreement:
"Closing Date" means the date agreed to by the parties for the delivery of the stock certificate against a wire
transfer of the funds to the Company.
"Closing" means the completion of the purchase and sale of the Shares on the Closing Date.
"Common Stock" means the common stock of the Company, $.001par value per share.
"Conversion Date" means the date on which the Purchaser has telecopied the Notice of Conversion to the
"Convertible Preferred Stock" means the shares of Series D Preferred Stock of the Company, the terms of which
are set forth in the Certificate of Designation filed with the Secretary of State of the State of Delaware (a copy of
which is attached hereto as Exhibit A, the
"Certificate of Designation").
"Conversion Price" shall have the meaning a