Exhibit 99.1
SUBSCRIPTION AGREEMENT
Worldwide Film Funding Partners, INC.
000 Xxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Gentlemen:
The undersigned (the "Subscriber") request the opportunity to subscribe
for the common stock of Worldwide Film Funding, Inc. a Florida (the "Company"),
set forth on the signature page hereto, at a purchase price of $.06 per share.
The Subscriber hereby acknowledges that the Subscriber has had full and
complete access to all information regarding the Company and has had the
opportunity to review documents provided by the Company regarding the proposed
purchase of common stock including but not limited to a Private placement
Memorandum dated May, 2003, including all exhibits thereto and the Company's
business plan (collectively the "PPM"), which offers for sale the common stock
at a price of $.06 per share depending on availability. The Subscriber also has
had the opportunity to ask questions of the officers and directors of the
Company, and to receive information satisfactory to the Subscriber in response
to such questions and inquiries.
1. Subscription. The Subscriber hereby irrevocably tenders this
subscription (the "Subscription") for the common stock and a
payment in the amount set forth on the signature page hereto
along with an Investor Suitability Questionnaire (herein so
called) in the form provided to the Subscriber by the Company
along with such other documents as may be reasonably requested
by the Company.
It is understood and agreed that the Company shall have the right, in
its sole and absolute discretion, to accept or reject this Subscription, in
whole or in part, and that this Subscription shall be deemed to be accepted by
the Company only when this Subscription Agreement is signed by a member of
management of the Company. In the event this subscription is not accepted by the
Company, the Subscriber's funds promptly will be returned to the Subscriber
without interest. The Subscriber understands that this Subscription constitutes
an absolute obligation.
2. Representations and Warranties of the Subscriber. The
Subscriber understands that the common stock will be offered
and sold in reliance upon certain exemptions from the
securities registration provisions of the Securities Act of
1933, as amended (the "1933 Act"). As a condition to
purchasing the common stock, and for the purposes of the
above-mentioned exemptions and/or qualifications to the extent
applicable, and knowing that the Company will rely upon the
statement made herein for such exemptions, and in determining
the suitability of the investment for the Subscriber, the
Subscriber hereby represents and warrants to the Company as
follows:
(1) The offering of the common stock was made only
through direct, personal contact between the
undersigned and an authorized representative of the
Company;
(2) The Subscriber understands that the Company will rely
on the accuracy and completeness of the information
set forth herein and in the Investor Suitability
Questionnaire in complying with its obligations under
applicable state and federal securities statutes and
regulations;
(3) The Subscriber has been advised that the common stock
have not been registered with the Securities and
Exchange Commission under the 1933 Act or with any
state securities regulatory agency and understands
that the common stock is being offered in reliance
upon certain exemptions from registration under
applicable sate and federal securities statutes;
(4) The Subscriber has such knowledge and experience in
financial and business matters that the Subscriber is
capable of evaluating the merits and risks of an
investment in the Company and the suitability of the
common stock subscribed for as an investment, and has
had the opportunity to consult with an attorney, an
accountant, and/or a personal advisor with respect to
the investment in the common stock;
(5) The common stock for which the Subscriber hereby
subscribes will be acquired for the Subscriber's own
account for investment and not with the view toward
resale or redistribution; also, the Subscriber is not
buying its common stock as a nominee for any other
person, and the Subscriber does not presently have
any reason to anticipate any change in circumstances
or other particular occasion or event which would
cause the Subscriber to sell the common stock
subscribed for:
(6) The Subscriber warrants that no representations or
warranties have been made to him by the Company as to
the tax consequences of this investment, or as to any
profits, losses, cash flow, projected return, or
investment outcome which may be received or sustained
as a result of this investment;
(7) The Subscriber acknowledges that any financial
projections prepared by the Company and any other
forward looking information are based upon the
Company's management's beliefs as of the date hereof,
that they are subject to certain risks,
uncertainties, and assumptions that actual results
could deviate materially from those projected, and
that the Company does not undertake any duty to
update such information;
(8) The Subscriber is able to bear the economic risk of
the investment in the common stock subscribed for and
has sufficient net worth to sustain a loss of the
Subscriber's entire investment in the Company without
material economic hardship if such a loss should
occur;
(9) The Subscriber acknowledges that the Company has made
available to the Subscriber or other personal
advisors the opportunity to obtain additional
information to verify the accuracy of the information
provided by the Company and to evaluate the risks and
merits of this investment;
(10) The Subscriber acknowledges that all information made
available to the Subscriber or the Subscriber's
personal advisors in connection with an investment in
the common stock is and shall remain confidential in
all respects and may not be reproduced, distributed,
or used for any other purpose without the consent of
the Company;
(11) The Subscriber has had an opportunity to ask
questions of and receive satisfactory answers from
the Company or any person or persons acting on the
Company's behalf, concerning the terms and conditions
of this investment, and all such questions have been
answered to the full satisfaction of the Subscriber;
(12) The Subscriber, if an individual, represents that
he/she/it is a bona fide resident and domiciliary,
not a transient or temporary resident, of the state
set forth on the signature page hereto. If the
Subscriber is a corporation, trust, or other entity,
it represents that it was incorporated or organized
under the laws of the state(s) shown on the signature
page hereof; and if the Subscriber is a Company, it
represents that all of its general partners are bona
fide residents and domiciliaries, not transients or
temporary residents, of the state(s) shown on the
signature page hereof; and if the undersigned is a
corporation, trust, Company, or other entity, it
represents that it was not organized for the specific
purpose of acquiring the common stock;
(13) The Subscriber acknowledges and agrees that the
Subscriber is not entitled to cancel, terminate, or
revoke this Subscription or any agreements the
Subscriber delivers hereunder;
(14) The funds to be tendered for the purchase of the
common stock subscribed for will not represent funds
borrowed by the Subscriber from any person or lending
institution except to the extent that the Subscribers
has a source of repaying such funds other than from
the sale of the common stock. The common stock will
not have been, and will not be, pledged or otherwise
hypothecated for any such borrowing:
(15) The Subscriber and the persons executing on behalf of
the Subscriber have all requisite power and authority
to enter into this Subscription Agreement and to
perform all of the obligations required to be
performed by the Subscriber as a purchaser of the
common stock;
(16) An investment in the Company involves certain risks,
including but not limited to those described in the
PPM, and the Subscriber has taken full cognizance of
and understands all of the risks related to the
purchase of the common stock.
(17) The Subscriber, if an individual, represents that
either: his/her individual net worth or joint net
worth with his/her spouse, if any, exceeds $1,000,000
or he/she had an individual income in excess of
$200,000 in each of the two most recent years or
joint income with his/her spouse, if any, in excess
of $300,000 in each of those years and has a
reasonable expectation of reaching the same income
level in the current year;
(18) The Subscriber, if other than an individual,
represents that it meets the definition of an
"accredited investor" as such term is defined in Rule
501 of Regulation D, promulgated under the 1933 Act;
and
(19) All information supplied by the Subscriber in the
Investor Suitability Questionnaire is true and
correct as of the date hereof, and if the Subscriber
discovers on any subsequent date that such
information was not true and correct when submitted
to the Company, the Subscriber will immediately
notify the Company of such inaccuracy.
3. Indemnification and Release. The Subscriber acknowledges the
meaning and legal consequences of the representations,
warranties, and covenants made herein and that the Company
and/or its agents have relied upon such representations,
warranties and covenants in determining the Subscriber's
qualification and suitability to purchase the common stock.
The Subscriber hereby agrees to indemnify, defend, and hold
harmless the Company and its officers, directors, employees,
agents, representatives, and controlling persons, from and
against any and all losses, claims, damages, liabilities,
expenses (including attorney's fees and disbursements),
judgments or amounts paid in settlement of actions arising out
of or resulting from (a) the untruth of any representation
herein (or in the Investor Suitability Questionnaire) or the
breach of any Subscriber warranty or covenant herein (or in
the Investor Suitability Questionnaire), and (b) violation by
the Company or its officers, directors, employees, agents,
representatives and controlling persons of any federal
securities act or state securities act by reason of a breach
of any warranty, representation, covenant, or agreement made
by the Subscriber in connection with the purchase of the
common stock.
4. Survival. All representations, warranties, and covenants
contained in this Subscription Agreement and the
indemnification recited above, shall survive:
(1) the acceptance of the Subscription Agreement by the
Company;
(2) changes in the transaction, documents, and
instruments described herein which are not material
or which are to the benefit of the Subscriber; and
(3) the death, disability, termination, or dissolution of
the Subscriber or any partner thereof.
The obligation of the Company to sell the common stock specified herein to the
Subscriber is subject to the condition that the representations and warranties
of the Subscriber contained herein and in the Investor Suitability Questionnaire
shall be true and correct on and as of the acceptance of this Subscription
Agreement in all respects with the same effect as through such representations
and warranties have been made on and as of that date.
5. Limitation on Transfer of Interests. The Subscriber
acknowledges that the Subscriber is aware that there are
substantial restrictions on the transferability of the common
stock. Since the common stock will not be registered under the
1933 Act or any applicable state securities laws, the common
stock may not be, and the Subscriber agrees that it shall not
be sold unless the Subscriber complies with the terms of
applicable federal and state securities laws. The Subscriber
also acknowledges that the Subscribers shall be responsible
for compliance with all conditions on transfer imposed by any
blue sky or securities law administrator and for any expenses
incurred by the Company for legal or accounting services in
connection with reviewing such a proposed transfer.
6. Miscellaneous.
(1) All notices or other communications given or made
hereunder shall be in writing and shall be delivered
or mailed by registered or certified mail, return
receipt requested, postage prepaid, if to the
Subscriber, at the address set forth below, and if to
the Company, at Worldwide Film Funding Partners,
INC., 000 Xxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, XX
00000.
(2) This Subscription Agreement shall be construed in
accordance with and governed by the laws of the State
of Florida.
(3) This Subscription Agreement constitutes the entire
agreement between the parties hereto with respect to
the subject matter hereof and may be amended only by
a writing executed by all parties.
(4) This Subscription Agreement, the PPM, the operating
agreement of the Company and the representations and
warranties contained herein shall be binding upon the
heirs, executors, legal representatives,
administrators, successors, and assigns of the
Subscriber.
(5) The recitals are incorporated in and made a part of
this Subscription. Titles of articles, paragraphs,
and subparagraphs are used for convenience only and
are not a part of the text.
All terms used in any one number or gender shall be construed to include any
other number or gender as the context may require.
(6) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
FLORIDA SECURITIES ACT IN RELIANCE UPON EXEMPTION
PROVISIONS CONTAINED THEREIN. SECTION
517.061(11)(a)(5) OF THE FLORIDA SECURITIES AND
INVESTOR PROTECTION ACT (THE "FLORIDA ACT") PROVIDES
THAT ANY PURCHASER OF SECURITIES IN FLORIDA WHICH ARE
EXEMPTED FROM REGISTRATION UNDER SECTION 517.061(11)
OF THE ACT MAY WITHDRAW HIS SUBSCRIPTION AGREEMENT
AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN
THREE BUSINESS DAYS AFTER HE TENDERS CONSIDERATION
FOR SUCH SECURITIES. THEREFORE, ANY FLORIDA RESIDENT
WHO PURCHASES SECURITIES IS ENTITLED TO EXERCISE THE
FOREGOING STATUTORY RESCISSION RIGHT WITHIN THREE
BUSINESS DAYS AFTER TENDERING CONSIDERATION TO THE
GENERAL PARTNER AT THE ADDRESS OR TELEPHONE NUMBER
PRINTED ON THE COVER PAGE OF THE MEMORANDUM. ANY
TELEGRAM OR LETTER SHOULD BE SENT OR POSTMARKED PRIOR
TO THE END OF THE THIRD BUSINESS DAY. A LETTER SHOULD
BE MAILED BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO ENSURE ITS RECEIPT AND TO EVIDENCE THE
TIME OF MAILING. ANY ORAL REQUESTS SHOULD BE
CONFIRMED IN WRITING.
(7) THE UNDERSIGNED UNDERSTANDS THAT THE OFFERING OF
THESE SECURITIES HAS NOT BEEN REVIEWED BY THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK BECAUSE OF
THE OFFEROR"S REPRESENTATIONS THAT THIS IS INTENDED
TO BE A NON-PUBLIC OFFERING PURSUANT TO SEC
REGULATION D, AND THAT IF ALL THE CONDITIONS AND
LIMITATIONS OF REGULATION D ARE NOT COMPLIED WITH,
THE OFFERING WILL BE RESUBMITTED TO THE ATTORNEY
GENERAL FOR AMENDED EXEMPTION. THE UNDERSIGNED
FURTHER UNDERSTANDS THAT ANY OFFERING LITERATURE USED
IN CONNECTION WITH THIS OFFERING HAS BEEN PRE-FILED
WITH THE ATTORNEY GENERAL AND HAS NOT BEEN REVIEWED
BY THE ATTORNEY GENERAL. THE SECURITIES ARE BEING
PURCHASED FOR THE UNDERSIGNED'S OWN ACCOUNT FOR
INVESTMENT, AND NOT FOR DISTRIBUTION OR RESALE TO
OTHERS. THE UNDERSIGNED AGREES THAT THE UNDERSIGNED
WILL NOT SELL OR OTHERWISE TRANSFER THESE SECURITIES
UNLESS THEY ARE REGISTERED UNDER THE FEDERAL
SECURITIES ACT OF 1933 OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE. THE UNDERSIGNED
REPRESENTS THAT THE UNDERSIGNED HAS ADEQUATE MEANS OF
PROVIDING FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL
CONTINGENCIES AND THAT THE UNDERSIGNED HAS NO NEED
FOR LIQUIDITY OF THIS INVESTMENT.
THE UNDERSIGNED FURTHER UNDERSTAND THAT ALL DOCUMENTS, RECORDS AND
BOOKS PERTAINING TO THE INVESTMENT HAVE BEEN MADE AVAILABLE FOR INSPECTION BY
HIS ATTORNEY, HIS ACCOUNTANT AND/OR HIS OFFEREE REPRESENTATIVE AND HIMSELF, AND
THAT THE BOOKS AND RECORDS OF THE ISSUER WILL BE AVAILABLE UPON REASONABLE
NOTICE, FOR INSPECTION BY INVESTORS AT REASONABLE HOURS AT ITS PRINCIPAL PLACE
OF BUSINESS. ALTHOUGH THE COMPANY WILL ATTEMPT TO PURSUE THE INVESTMENTS SET
FORTH IN THE PPM, IF IN THE SOLE AND ABSOLUTE DISCRETION OF THE COMPANY, THE
INVESTMENTS INTENDED TO BE PURSUED AS SPECIFIED IN THE PPM CANNOT BE PURSUED,
FOR ANY REASON, THEN THE COMPANY IS GIVEN AUTHORITY TO USE ITS DISCRETION AS TO
THE INVESTMENT OF MONIES RECEIVED.
IN WITNESS WHEREOF, the Subscriber has executed this Investor
Suitability Questionnaire on the date set forth below.
Number of common stock Subscribed for:
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Total Purchase Price for common stock:
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Title to the common stock will be held as follows (check one):
_______ Sole Ownership
_______ Husband and wife, as community property
_______ Married person, as separate property
_______ Joint tenant, with right of survivorship
_______ Tenants in common
INDIVIDUAL INVESTORS
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Signature of Subscriber Signature of spouse or Co-Owner,
if applicable
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Printed Name of Subscriber Printed Name of spouse or Co-
Owner, if applicable
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Date Date
ENTITY INVESTORS
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Printed name of person or entity
By:
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Signature of authorized representative
Printed Name of Authorized
Representative:
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Title of Authorized
Representative:
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Date:
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ACCEPTANCE:
Worldwide Film Funding Partners, Inc.
By:
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Date:
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