EX-4.1
FORM OF SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
Platforms Wireless International Corporation
000 Xxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Gentlemen:
1. Subscription
The undersigned hereby applies to become a subscriber to Units
of Platforms Wireless International Corporation (the Company")
pursuant to the Confidential Private Placement Memorandum dated July
30, 2001 (the "Memorandum") and to purchase the number of Units
indicated below in accordance with the terms of this agreement and
the Memorandum
If this agreement is being completed on behalf of a corporation,
trust or estate, it should be completed and executed by an authorized
corporate officer, trustee or executor, respectively.
2. Representations and Warranties
The undersigned represents and warrants to the Company, as follows:
a. The undersigned has received the Memorandum, has carefully
reviewed it and has relied solely upon the information contained
therein, except as otherwise attached hereto in writing.
The undersigned understands that all documents required to be
made available to the undersigned pursuant to Rule 502(b)(2) of the
rules promulgated under the Securities Act of 1933, as amended, (the
"Securities Act"), and all records and books pertaining to this
investment have been made available for inspection by its investment
advisor, attorney and/or accountant, and it, and that the books and
records of the Company will be made available upon reasonable notice
for inspection by investors during reasonable business hours at its
principal place of business. The undersigned and/or its investment
advisors have had a reasonable opportunity to ask questions of and
receive answers from the Company concerning the offering of Units,
and all such questions have been answered to the full satisfaction of
the undersigned. No oral representations have been made or oral
information furnished to the undersigned or its advisors in
connection with the offering of the Units or common stock of the
Company which were in any way inconsistent with the Memorandum. The
undersigned confirms that it has received no other offering material
except that described in paragraph 2(a) hereof.
The undersigned recognizes that the Company is responsible for
and provided the information in the Memorandum.
b. The undersigned has the net worth and income indicated in the
accompanying Questionnaire and is an Accredited Investor as is
indicated on the accompanying Questionnaire.
c. If the undersigned is an individual, he or she is a citizen of
the United States of America, at least 21 years of age and a bona
fide resident and domiciliary of the state indicated on the signature
page of this Agreement and has no present intention of becoming a
resident of any other state or jurisdiction.
If the undersigned is a partnership, corporation, trust or other
entity, it is organized under the laws of the United States of
America or one of the states thereof and it is authorized and
otherwise duly qualified to execute this agreement. Further, if the
undersigned is a partnership, trust or other non-Corporate entity,
all of its members or beneficiaries are citizens of the United States
of America.
d. All information which the undersigned has provided to the
Company concerning itself, its financial position and its knowledge
of financial and business matters, or, in the case of a corporation,
partnership or other entity, the knowledge of financial and business
matters of the person making the investment decision on behalf of
such entity, is correct and complete as of the date set forth on the
signature page hereof, and if there should be any material change in
such information prior to its Subscription being accepted, it will
immediately provide the Company with such information.
e. The undersigned understands that the Units have not been
registered under the Securities Act in reliance upon an exemption
therefrom for non-public offerings and further understands that the
Units have not been approved or disapproved by the United States
Securities and Exchange Commission, or any other Federal Agency or
has commission or agency of any state passed on the accuracy or
adequacy of the Memorandum.
The undersigned understand that the Units must be held until
such time as there has been a conversion of Units into Common Shares
and the Common Shares have been registered for removal of any
applicable restrictions or an exemption from such registration is
available. The undersigned further understands that the Company is
under no obligation to register the Units on its behalf or to assist
it in complying with an exemption from registration.
f. The undersigned, unless a corporation, partnership or trust,
is acquiring its Units solely for its own account, for investment
purposes only and not with a view to the sale or other distribution
thereof, in whole or in part, and no other person has a direct or
indirect beneficial interest in such Units.
g. The undersigned, if a corporation, partnership or trust, is
authorized and otherwise duly qualified to purchase and hold Units,
has its principal place of business as set forth on the signature
page hereof and has not been formed for the specific purpose of
acquiring Units unless all of its equity owners qualify as accredited
individual investors under the standards set forth in the
accompanying Purchaser Questionnaire. Beneficiaries of a trust will
not be considered equity owners of such entity.
h. The undersigned recognizes the following:
The Units are speculative investments and involve a high degree
of risk of loss. Changes to the Federal Income tax laws could
radically affect the tax result of investment in the Units.
3. Indemnity
The undersigned acknowledges that it understands the meaning and
the legal consequences of the representations and warranties
contained in this Agreement, and it hereby agrees to indemnify and
hold harmless the Company, each other Investor, and their respective
officers, directors, controlling persons, agents and employees, if
any, from and against any and all loss, damage, costs and expenses,
including reasonable attorney's fees, or liability which they may
incur by reason of the failure of the undersigned to fulfill any of
the terms or conditions of this agreement, or by reason of any breach
of any representation or warranty of the undersigned whether
contained in the Memorandum.
The undersigned acknowledge that it has read and understood the
Memorandum and relied only on its statements and no others. Further,
it agrees to only those terms described in the Subscription
Agreement. As used herein, "it" refers to any entity, whether male,
female, corporate or otherwise.
Also, it indemnifies the Company, its agents, and representatives
of the selling group and hold them harmless from and against any and
all loss, damage, liability or expense, including reasonable
attorney's fees, which they or any of them may sustain or incur by
reason of, or in connection with any misrepresentation or breach of
warranty or agreement under this Subscription Agreement, or in
connection with, the sale or distribution by the undersigned of the
Units and Common Stock purchased by the undersigned pursuant hereto
in violation of the Securities Act of 1933 or any other applicable law.
4. Rescission
If for any reason, an individual investor chooses to have its
contribution returned, it may do so by informing the Company, in
writing, within five (5) days of the date of the acceptance by the
Company of such investor's subscription application. Requests not
received within such five (5) days will not be honored under any
circumstances.
5. Special Federal and State Securities Laws Notice
The undersigned understands and acknowledges that:
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
AND WILL BE ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND MAY
NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OF THE UNITS OR COMMON STOCK UNDER
THE SECURITIES ACT OR AN EXEMPTION THEREFROM.
6. Arbitration
ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE
WAIVING THEIR RIGHT(S) TO SEEK REMEDIES IN COURT INCLUDING RIGHT TO A
JURY TRIAL. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING. ANY PARTY'S RIGHT TO APPEAL OR
TO SEEK MODIFICATION OF AN ARBITRATION RULING IS STRICTLY LIMITED
The undersigned understands that all controversies which may arise
between the Company and itself concerning any transactions or
construction, performance or breach of this or any other agreement
between the Company and the undersigned pertaining to the Units or
the underlying securities shall be determined by arbitration. Any
arbitration shall be conducted pursuant to the laws of the State of
California in Los Angeles, California at Jams Endispute. An
arbitrator will be selected in accordance with the procedures then in
place by Jams Endispute. The award of the arbitrator is final, and
judgment upon the award may be entered by any court, state or
federal, having jurisdiction. No persons shall bring a punitive or
certified class action to arbitration
7. Relationship to the Company
Please check the alternative regarding the relationship of the
undersigned to Platforms .
[ ] I am not an affiliate of Platforms or,
[ ] I am an affiliate of Platforms.
Please state affiliations:
8. Subscription/Number of Units subscribed for:
The undersigned hereby subscribes for the number of Units
indicated below (Minimum Subscription is Four Thousand (4,000)
Units): - Units at $5.00 per Unit for an aggregate purchase price of
$20,000.
_______________ Units at a purchase price of $5.00 per Unit, in the
amount of ________________________Dollars ($_______________) against
payment in cash of such amount. Purchaser hereby delivers this
Subscription Agreement and concurrently herewith tenders payment in
such amount to the Company.
PLEASE MAKE CHECKS PAYABLE TO:
Platforms Wireless International Corporation
000 Xxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
9. Form of Ownership
Please check the desired title for ownership for the Units:
[ ] Individual (one signature required)
[ ] Joint Tenants, with Right of Survivorship (Both parties must sign)
[ ] Tenants in Common (Both parties must sign)
[ ] Community Property (Managing spouse may sign if Units will be
held in one name, otherwise both must sign.)
[ ] Limited Liability Company (Please include evidence of
authorization to purchase in the form of resolutions or Articles of
Organization and Operating Agreement)
[ ] Corporation (Please include evidence of authorization to purchase
in form of resolutions or Articles of Incorporation and Bylaws)
[ ] Trust (Please list the date the trust was established, the name
of the trustor or administrator and include copy of the instrument
creating the Trust)
Please print here the exact name (registration) Purchaser desires for
securities
Social Security or Federal Tax ID No. _________________________
SIGNATURE PAGE
FOR INDIVIDUAL PURCHASERS
Purchaser #1 information
_____________________________________________
PRINT OR TYPE NAME
_____________________________________________
SOCIAL SECURITY NUMBER
_____________________________________________
Residence Address:
_____________________________________________
Mailing Address (if different)
_____________________________________________
Phone: Home: Business:
Fax:_____________________
Date:____________________
____________________________________________
Signature:
Executed At:
____________________________________________
City/State
FOR CORPORATE PURCHASERS
(Please include evidence of authorization to purchase in form
of resolutions or Articles of Incorporation and Bylaws)
PRINT OR TYPE NAME OF CORPORATION
By: __________________________________________
(Signature of authorized agent)
_____________________________________________
Name of Authorized Agent and Title
_____________________________________________
Taxpayer Identification Number
Address and Telephone and Telecopier Numbers of Principal Corporate Offices:
_____________________________________________
_____________________________________________
Mailing Address and Telephone and Fax Numbers, if different:
_____________________________________________
_____________________________________________
Date:__________________________
Executed At:
_____________________________________________
City/State
FOR PARTNERSHIP PURCHASERS
(Please include copy of Partnership Agreement)
_____________________________________________
PRINT OR TYPE NAME OF PARTNERSHIP
By: __________________________________________
(Signature of General Partner)
By: __________________________________________
Name of General Partner (please print or type)
By: __________________________________________
Signature of additional General Partner
(if required by Partnership Agreement)
By: __________________________________________
Name of General Partner (please print or type)
_____________________________________________
Taxpayer Identification Number
Principal Business Address and Telephone and Fax Numbers :
_____________________________________________
_____________________________________________
Mailing Address and Telephone and Fax Numbers, if different:
______________________________________________
______________________________________________
Date:__________________________
Executed At:
_____________________________________________
City/State
FOR TRUST PURCHASERS
(Please include copy of instrument creating Trust)
_____________________________________________
PRINT OR TYPE NAME OF TRUST
_____________________________________________
Print or Type Name of Trustee
_____________________________________________
Date Trust was formed
By:__________________________________________
Trustee's Signature
_____________________________________________
Taxpayer Identification Number
Trustee's Address and Telephone and Fax Numbers :
______________________________________________
_____________________________________________
Date:__________________________
Executed At:
_____________________________________________
City/State
ACCEPTANCE
The foregoing Subscription Agreement for __________________ Units is
accepted subject to the conditions contained in this Private
Placement Memorandum thereof, this ______ day of ____________________, 200___.
By: _______________________________________
Platforms Wireless International Corporation
