PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.
SUBSCRIPTION AGREEMENT
INSTRUCTIONS
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.
1. Individual Investors must fill in their name and amount subscribed
for and complete the requested information on pages 9 and 10 and
sign the signature page on page 10.
2. Entity Investors must fill in their name and amount subscribed for
and complete the requested information on pages 11 and 12 and if
applicable, page 13 and sign the signature page on page 12 and if
applicable, page 13.
3. Every Investor must complete the NASD questionnaire found on pages
14 through 19, and sign the signature page on page 19.
4. Every Investor
U.S. Taxpayers: Please complete the Form W-9, Request for Taxpayer
Identification Number and Certification, and return it along with
the rest of this Subscription Agreement to the Partnership. You do
not need to fill out the Form W-8BEN.
Non-U.S. Taxpayers: Please complete the Form W-8BEN, Certificate of
Foreign Status of Beneficial Owner for U.S. Tax Withholding, and
return it along with the rest of this Subscription Agreement to the
Partnership. You do not need to fill out the Form W-9.
Note: Certain non-U.S. taxpayers (including those that are engaged
in a U.S. trade or business, are foreign governments or are foreign
intermediaries), instead of completing Form W-8BEN, will need to
complete either (i) Form W-8ECI, Certificate of Foreign Person's
Claim for Exemption From Withholding on Income Effectively Connected
With the Conduct Of a Trade or Business in the United States; (ii)
Form W-8EXP, Certificate of Foreign Government Or Other Foreign
Organization for United States Tax Withholding; or (iii) Form
W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, or
Certain U.S. Branches for U.S. Tax Withholding. These forms, and
their instructions, may be obtained from the General Partner or from
the Internal Revenue Service world wide web site at
xxxx://xxx.xxx.xxx/xxxxx_xxxx/xxxxx.xxxx. Again, in such case you do
not need to fill out the Form W-9.
Whether you are filling out the Form W-9 or the Form W-8BEN (or
W-8ECI, W-8EXP or W-8IMY), please complete the information requested
therein and return the Form, along with this Subscription Agreement.
Do not file any of the above forms with the Internal Revenue
Service.
DELIVER THE EXECUTED AGREEMENTS AND NASD QUESTIONNAIRE AND TAX FORM TO:
Pride Business Development Holdings, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
ALONG WITH PAYMENT FOR THE SHARES SUBSCRIBED FOR
If you have any questions regarding this form, please contact Xxx X. Xxxxxx at
the Issuer.
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SUBSCRIPTION AGREEMENT
This Subscription Agreement is executed by Pride Business Development
Holdings, Inc., a Nevada corporation, with an office at 00000 Xxxxxxx Xxxxxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxxxx (hereinafter referred to as the "ISSUER" or Pride
or the Company) and the undersigned, with an office/residence at the address on
the signature page hereof (hereinafter referred to as the ("SUBSCRIBER").
The ISSUER will sell units ("Units") in an offering on a "no minimum,
fifteen (15) Unit maximum basis" at ten thousand (US$10,000.00) per Unit
(subscriptions for fractional Units are permitted and may be accepted at
ISSUER'S discretion). Each Unit consists of the following:
The Offering
Issuer: Pride Business Development Holdings, Inc. ("Pride" or
the "Company"), a Nevada Corporation located at 00000
Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.
Type of Security: 10% Promissory Notes.
Interest: Interest on the Note is payable in arrears and in cash.
Term: Earlier of:
Twenty-six (26) calendar days from the date of issue.
OR December 12, 2005.
Amount: No greater than USD $150,000.00
Shares: The Company will issue all of the following to investors
for each $10,000 of Notes purchased: (a) 7,000 shares of
Pride common stock, US$.001 par value (the "Shares");
(b) warrants to purchase 3,500 additional Shares at
$1.00 per Share for every $10,000 of Notes subscribed;
and (c) warrants to purchase 3,500 additional Shares at
$1.25 per Share for every $10,000 of Notes subscribed.
The term of the warrants will be 3 years from the date
of issue.
Use of Proceeds: General working capital of the Company.
Registration: The Company will file a registration statement within 9
months of issuance of the Notes and include all the
underlying shares of common stock issued for the notes
and any exercise of the warrants. The note holders will
have piggy-back registration rights if the Company files
registration for any other Shares before this 9 month
period. Piggy-back registration will be with the
acceptance of the underwriters as selected by the
Company.
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Capitalization: All Shares and warrants are based on approximately
13,500,000 fully diluted shares outstanding in the
Company excluding the Shares, and warrants included in
this offering.
Reorganization: In case the Company reorganizes itself, this entire
agreement will be applicable to any future entity
arising out of the reorganization.
The ISSUER intends to have the proceeds released from the escrow of
subscription funds held by ISSUER from time to time, at which time the ISSUER
will accept the subscription and direct its transfer agent to issue the stock
certificate representing the Shares subscribed and to be sent by the transfer
agent. The offering will continue until the ISSUER in its sole discretion
decides to terminate the offering. There will be no notice of the termination of
the offering to any persons, including SUBSCRIBER. Subscriptions may be
rejected, in whole or in part, in which case the ISSUER will return the
subscription funds, without interest, after deduction of the amount due for an
accepted partial subscription, if any. This offering is being made by the ISSUER
in reliance upon the exemption contained in Section 4(2) of the Securities Act
of 1933, as amended ("Securities Act").
Because the offering is being made on a no minimum basis, and there is no
assurance that all the securities offered will be subscribed for, if you are an
early investor/subscriber, you bear a disproportionate risk that your funds will
be the only ones received by the ISSUER and will be inadequate to implement the
ISSUER's business plan. All funds delivered to the ISSUER will be considered
those of the ISSUER at the time of receipt, subject to the rights of creditors
of the ISSUER.
Each of the parties hereto hereby represents and warrants to, and agrees
with, the other as follows:
1. Agreement to Subscribe; Subscription Price.
a. Subscription. SUBSCRIBER hereby subscribes for, and ISSUER agrees
to sell the Units for an aggregate purchase price of US$10,000.00 times the
number of Units subscribed for ("Purchase Price"). To subscribe, the SUBSCRIBER
must complete the appropriate investor questionnaire, the NASD questionnaire,
the signature page and complete the Internal Revenue Service Form, and return
all four items to the ISSUER. (If you do not complete the required tax form, you
may be subject to backup withholding taxes.)
b. Form of Payment. SUBSCRIBER shall pay the Purchase Price for the
Units purchased hereunder by wire transfer of same day funds in United States
Dollars to the ISSUER. ISSUER shall deliver one or more certificates
representing the Shares to the SUBSCRIBER promptly after acceptance of the
subscription, and send to the SUBSCRIBER a copy of this agreement countersigned
by the ISSUER.
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Wired funds should be sent to the following:
Xxxxx Fargo Bank
00000 Xxxxxxx Xxxx., 0xx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
ABA #______________
Account #____________
FBO: Pride Business Development Group, Inc.
c. Irrevocable Subscription. This subscription by the SUBSCRIBER is
irrevocable and may not be assigned, hypothecated or transferred. The Shares and
warrants subject to this Subscription Agreement may not be assigned,
hypothecated, transferred, sold or optioned prior to receipt of a warrant
agreement and stock certificate representing the Shares, and then only in
accordance with this Subscription Agreement and the applicable Federal and state
securities laws.
2. Subscriber Representations.
a. Transactional Representations. SUBSCRIBER represents, warrants to
and agrees with ISSUER as follows:
(i) SUBSCRIBER is purchasing the Units for its own account for
investment purposes and not with a view toward distribution.
(ii) SUBSCRIBER understands that the Units, including the
Shares and warrants (and underlying Shares), have not been registered under the
Securities Act and that such securities are "restricted securities" as defined
in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands
that the Units, including the Shares and warrants (and underlying Shares), may
not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER
except: A) (1) pursuant to an effective registration statement under the
Securities Act, or (2) pursuant to an available exemption from the registration
requirements of the Securities Act; and B) in accordance with all applicable
securities laws of the states of the United States and other jurisdictions;
(iii) SUBSCRIBER understands that the purchase of the Units,
including the Shares and warrants (and underlying Shares), involves a high
degree of risk, including entire loss of the investment and further acknowledges
that it can bear the economic risk of the purchase of the securities, including
the total loss of its investment and the risk that the ISSUER may not sell all
the Units offered and only raise a small portion of the funds sought;
(iv) SUBSCRIBER understands that the Units, including the
Shares and warrants (and underlying Shares), are being offered and sold to it in
reliance on specific exemptions from the registration requirements of federal
and state securities laws and that the ISSUER is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and
understandings of SUBSCRIBER set forth herein in order to determine the
applicability of such exemptions and the suitability of SUBSCRIBER to acquire
the securities;
(v) SUBSCRIBER, and its independent advisors, are sufficiently
experienced in financial and business matters to be capable of evaluating the
merits and risks of its investment in the Units, including the Shares and
warrants (and underlying Shares), and to make an informed decision relating
thereto; and
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(vi) In evaluating its investment in the Units, including the
Shares and warrants (and underlying Shares), SUBSCRIBER has consulted its own
investment and/or legal and/or tax advisors and has determined, independent of
the ISSUER, including its agents and representatives, that the investment being
subscribed for by SUBSCRIBER is suitable for SUBSCRIBER.
(vii) The SUBSCRIBER is not subscribing for Units, including
the Shares and warrants (and underlying Shares), as a result of, or subsequent
to, any advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio or
presented at any seminar or meeting.
(viii) The SUBSCRIBER shall indemnify and hold harmless the
ISSUER, and any officer, director, or control person of the ISSUER, who is or
may be a party to, or is or may be threatened to be made a party to, any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of, or arising from, any
actual or alleged misrepresentation or misstatement of facts or omission to
represent or state facts made or alleged to have been made by the SUBSCRIBER to
the ISSUER (or any agent or representative of the ISSUER) or omitted or alleged
to have been omitted by the SUBSCRIBER, concerning the SUBSCRIBER or the
SUBSCRIBER's authority to invest or financial position in connection with this
offering, including, without limitation, any such misrepresentation,
misstatement, or omission contained in the Questionnaire or any other document
submitted by the SUBSCRIBER, against losses, liabilities, and expenses for which
the ISSUER, or any officer, director, or control person of the ISSUER has not
otherwise been reimbursed (including attorneys' fees, judgments, fines, and
amounts paid in settlement) actually and reasonably incurred by the ISSUER, or
such officer, director, or control person in connection with such action, suit,
or proceeding.
(ix) The SUBSCRIBER has been furnished with, and has carefully
read this Subscription Agreement and is familiar with, and understands, the
terms of the Offering. With respect to individual or partnership tax and other
economic considerations involved in this investment, the undersigned is not
relying on the ISSUER or any agent or representative of any of the ISSUER. The
SUBSCRIBER has carefully considered and has, to the extent the SUBSCRIBER
believes such discussion necessary, discussed with the SUBSCRIBER's professional
legal, tax, accounting, and financial advisors the suitability of an investment
in the Units, including the Shares and warrants (and underlying Shares), for the
SUBSCRIBER's particular tax and financial situation and has determined that the
Units, including the Shares and warrants (and underlying Shares), being
subscribed for by the SUBSCRIBER are a suitable investment for the SUBSCRIBER.
(x) The SUBSCRIBER or the SUBSCRIBER's purchaser
representative, as the case may be, has such knowledge and experience in
financial, tax, and business matters so as to enable the SUBSCRIBER to utilize
the information made available to the SUBSCRIBER in connection with the Offering
to evaluate the merits and risks of an investment in the Units, including the
Shares and warrants, and to make an informed investment decision with respect
thereto.
(xi) ISSUER represents, warrants to and agrees with SUBSCRIBER
that it understands that the Confidential Executive Summary of Pride Business
Development Holdings, Inc., contains references to future and prospective events
which may or may not occur in the future as a result of matters both within and
outside the control of the ISSUER and that SUBSCRIBER is not relying upon the
Confidential Executive Summary of Pride Business Development Holdings, Inc.,
including any of its contents, in making its decision to invest in the Offering
and the Units.
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(xii) IN MAKING AN INVESTMENT DECISION PURCHASERS, WHICH
INCLUDES SUBSCRIBERS, MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS,
INCLUDING THE SHARES AND WARRANTS (AND UNDERLYING SHARES), HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
b. Current Public Information. SUBSCRIBER acknowledges that
SUBSCRIBER has been furnished with or has otherwise acquired copies of the
ISSUER'S public information, all as filed with the Securities and Exchange
Commission (the "SEC"). The public information includes information about the
ISSUER's wholly owned subsidiary, Pride Business Development Group.
c. Independent Investigation; Access. SUBSCRIBER acknowledges that,
in making its decision to purchase the Units subscribed for, it has relied on
the publicly available information about the ISSUER only and upon independent
investigations made by it and its representatives, if any. SUBSCRIBER and such
representatives, if any, prior to the sale to it of the securities offered
hereby, have been given access to, and the opportunity to examine, all material
books and records of the ISSUER, all material contracts and documents relating
to the ISSUER and this offering and an opportunity to ask questions of, and to
receive answers from, executive officers of ISSUER concerning the ISSUER and the
terms and conditions of this offering. SUBSCRIBER and its advisors, if any,
acknowledge that they have received answers to any such inquiries and copies of
documentary information requested.
d. No Government Recommendation or Approval. SUBSCRIBER understands
that no federal or state agency has passed on or made any finding or
determination relating to the fairness of an investment in the Units, including
the Shares and warrants, or has passed or made, or will pass on or make, any
recommendation or endorsement of the Units, including the Shares and Warrants.
3. Issuer Representations.
a. Authority; Corporate Action. ISSUER has all necessary corporate
power and authority to enter into this Subscription Agreement and to consummate
the transactions contemplated hereby and thereby. All corporate action necessary
to be taken by ISSUER to authorize the execution, delivery and performance of
this Subscription Agreement, and all other agreements and instruments delivered
by ISSUER in connection with the transactions contemplated hereby and thereby
has been duly and validly taken and this Subscription Agreement have been duly
executed and delivered by ISSUER. Subject to the terms and conditions of this
Subscription Agreement, it constitutes the valid, binding and enforceable
obligation of ISSUER, enforceable in accordance with its terms, except as
enforceability may be limited by (i) applicable bankruptcy, insolvency,
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reorganization, moratorium, fraudulent transfer or similar laws of general
application now or hereafter in effect affecting the rights and remedies of
creditors and by general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity); and (ii) the applicability of
the federal and state securities laws and public policy as to the enforceability
of the indemnification provisions of Section 4 hereof. The sale by the ISSUER of
the Units, including the Shares and warrants, does not conflict with the
certificate of incorporation or by-laws of the ISSUER, or any material contract
by which the ISSUER or its property is bound, or any federal or state laws or
regulations or decree, ruling or judgment of any United States or state court
applicable to the ISSUER or its property.
b. Issuer Shares to Subscriber. The Units, including the Shares and
warrants (and underlying Shares), issued to SUBSCRIBER pursuant to this
Subscription Agreement will be duly authorized, validly issued, fully paid and
non-assessable.
c. General Document Representation. To the best of ISSUER's
knowledge, the written materials of the ISSUER previously delivered to
SUBSCRIBER in connection with this Subscription Agreement, at the time they were
given to SUBSCRIBER, were true and accurate in all material respects. SUBSCRIBER
represents and warrants that the Confidential Executive Summary of Pride
Business Development Holdings, Inc., contains references to future and
prospective events which may or may not occur in the future as a result of
matters both within and outside the control of the ISSUER.
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4. Representations and Warranties Made at Closing; Indemnification. Each
party making the representations and warranties contained in Sections 2 and 3
also represents and warrants that they shall be true and accurate as of the
closing. If either party has knowledge, prior to the closing that any such
representations and warranties made by it shall not be true and accurate in any
respect, such party will give written notice of such fact to the other party
specifying which representations and warranties are not true and accurate and
the reasons therefor. The representations and warranties of each party shall
survive the purchase and sale of the Units.
Each party to this Subscription Agreement agrees to fully indemnify,
defend and hold harmless the other party, its officers, directors, employees,
agents and attorneys from and against any and all losses, claims, damages,
liabilities and expenses, including reasonable attorneys' fees and expenses,
which may result from a breach of such party's representations, warranties and
covenants contained herein.
5. Legend. SUBSCRIBER understands that the ISSUER will instruct its
transfer agent to place a stop transfer order with respect to the certificates
representing the Shares and on the warrant agreement and that such certificates
and agreements will bear the following legend or substantially similar: "The
securities represented by this certificate have been acquired for investment and
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"). Transfer of these securities is prohibited except pursuant to
registration under the Securities Act or pursuant to an available exemption from
registration."
6. Placement Agent. The ISSUER has engaged, consented to and authorized a
Placement Agent to act as agent of the ISSUER in connection with the
transactions contemplated by this Subscription Agreement. The ISSUER will pay
the Placement Agent a commission in the form of both cash and shares and will
reimburse the Placement Agent's reasonable out-of-pocket expenses incurred in
connection with the Offering, and the ISSUER agrees to indemnify and hold
harmless the SUBSCRIBERS from and against all fees, commissions or other
payments owing by the ISSUER to the Placement Agent or any other person or firm
acting on behalf of the ISSUER hereunder.
7. Closing. The ISSUER will accept the subscriptions of all subscribers on
a rolling basis, as it determines from time to time. The ISSUER may reject
subscriptions in whole or in part. Funds of a SUBSCRIBER not applied to the
Purchase Price will be returned to the SUBSCRIBER without interest. Each
subscription is irrevocable by the SUBSCRIBER.
8. Disclosure. Neither the ISSUER nor the SUBSCRIBER will disclose the
terms of this Subscription Agreement without the written consent of the other
party hereto, unless required by law or regulation or judicial action. In
addition, SUBSCRIBER acknowledges that the information contained in the
Executive Summary of Pride Business Development Holdings, Inc. is confidential
and non-public, and SUBSCRIBER agrees that all such information will be kept in
confidence by the SUBSCRIBER and not used for its personal benefit or disclosed
to any third party for any reason: provided that this obligation will not apply
to any information that (i) is part of the public knowledge or literature and
readily accessible at the date hereof, (ii) becomes part of the public knowledge
or literature and readily accessible by publication, except as a result of a
breach of this provision, or (iii) is received from third parties, except third
parties who disclose such information in violation of any confidentiality
agreements or obligations, including without limitation, any subscription
agreement of even tenor entered into with the ISSUER.
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9. Governing Law. This Subscription Agreement shall be governed by and
interpreted in accordance with the rulings of the laws of the State of
California without regard to conflicts of law. The ISSUER and SUBSCRIBER each
hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this agreement shall be brought and enforced in the
courts of the State of California or of the United States of America sitting in
the State of California and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the ISSUER and
SUBSCRIBER may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
its address set forth herein. Such mailing shall be deemed personal service and
shall be legal and binding upon the ISSUER and SUBSCRIBER in any action,
proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys' fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation
therefor. SUBSCRIBER agrees that if it seeks to commence a suit in any other
jurisdiction, it will reimburse ISSUER for the costs to enforce this provision
and to remove to an appropriate California court all actions that have been
commenced and are related thereto and terminate the action in the jurisdiction
other than California.
10. Entire Agreement. This Subscription Agreement, together with the
questionnaires, constitutes the entire agreement among the parties hereof with
respect to the subject matter hereof and supersedes any and all prior or
contemporaneous representations, warrants, agreements and understandings in
connection therewith. This Subscription Agreement may be amended only by a
writing executed by all parties hereto.
11. Notices. Any notice or other document required or permitted to be
given or delivered to the parties to this Subscription Agreement shall be
personally delivered or sent by facsimile or other form of electronic
transmission to the party at the address or addresses or telecopier number on
the signature page hereto. Unless otherwise specified in this agreement, all
notices and other documents given under this agreement shall be deemed to have
been duly given when delivered, if personally delivered, and when transmitted if
sent by facsimile or other form of electronic transmission.
12. Notice for Florida Residents. Pursuant to Section 517.016(11)(a) of
the Florida Securities Act, if there are in excess of five persons with a
residence in Florida, then all Florida Subscribers have a right to rescind their
subscription agreements within three business days after the delivery of any
consideration for the securities offered by the ISSUER. To withdraw the
subscription, you must send, in writing, a statement of rescission to Xx. Xxx X.
Xxxxxx, Pride Business Development Holdings, Inc. 00000 Xxxxxxx Xxxxxxxxx, Xxxx
0000, Xxxxxx, Xxxxxxxxxx 00000.
[SIGNATURE PAGES FOLLOW]
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SIGNATURE PAGE FOR INDIVIDUAL SUBSCRIBER - COMPLETE ALL INFORMATION
Name: ______________________ Name of Joint Subscriber (if any): ________________
Residence Address: _____________________________________________________________
Telephone: (H)________________ (W)____________________ Fax _______________
Occupation: __________________Employer:___________________________________
Business Address: ______________________________________________________________
Send communications to: |_| Home |_| Office |_| E-Mail:______________________
Age: _______________
Social Security Number: ____________________
Check manner in which securities are to be held:
|_| Individual Ownership |_| Tenants in Common |_| Joint Tenants with
Right of Survivorship
(both parties must sign)
|_| Community Property |_| Other (please indicate)
_____________________________
Amount of Investment:
Number of Units:______________
Corresponding dollar amount (US$10,000.00 multiplied by number of Units):
$_____________
Accredited Investor Status For Individuals. (SUBSCRIBERS THAT ARE CORPORATIONS,
LIMITED LIABILITY COMPANIES, PARTNERSHIPS, REVOCABLE TRUSTS, IRREVOCABLE TRUSTS,
EMPLOYEE BENEFIT PLAN TRUSTS AND INDIVIDUAL RETIREMENT ACCOUNTS SHOULD IGNORE
THE FOLLOWING QUESTIONS AND PROCEED TO THE ENTITY SIGNATURE PAGE).
(i) I am an accredited investor within the meaning of Section
2(15) of the Securities Act and Rule 501 promulgated thereunder because (check
any boxes that apply):
|_| My individual annual income during each of the two most recent
years exceeded $200,000 and I expect my annual income during
the current year will exceed $200,000.
|_| If I am married, my joint annual income with my spouse during
each of the two most recent years exceeded $300,000 and I
expect my joint annual income with my spouse during the
current year will exceed $300,000.
|_| My individual or joint (together with my spouse) net worth
(including my home, home furnishings and automobiles) exceeds
$1,000,000.
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(ii) The aggregate value of my assets is approximately
$_________.
(iii) My aggregate liabilities are approximately $___________.
(iv) My current and expected income is:
-------------------------------------------------
YEAR INCOME
-------------------------------------------------
2004 (Estimated) $
-------------------------------------------------
2003 (Actual) $
-------------------------------------------------
2002 (Actual) $
-------------------------------------------------
By initialing below, SUBSCRIBER acknowledges that, in making its decision
to purchase the Units subscribed for, it has relied on the publicly available
information about the ISSUER only and upon independent investigations made by it
and its representatives, if any. SUBSCRIBER and such representatives, if any,
prior to the sale to it of the securities offered hereby, have been given access
to, and the opportunity to examine, all material books and records of the
ISSUER, all material contracts and documents relating to the ISSUER and this
offering and an opportunity to ask questions of, and to receive answers from,
executive officers of ISSUER concerning the ISSUER and the terms and conditions
of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they
have received answers to any such inquiries and copies of documentary
information requested. Initials of SUBSCRIBER:
---------------------
I hereby confirm the information set forth above is true and correct in
all respects as of the date hereof and will be on the date of the purchase of
the Units, including the Shares and warrants.
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ALL SUBSCRIBERS MUST SIGN AND PRINT The foregoing subscription is accepted
NAME BELOW and the issuer hereby agrees to be
bound by its terms.
Signature:__________________________ PRIDE BUSINESS DEVELOPMENT HOLDINGS,
INC.
Print Name:_________________________
Date:_______________________________ By: __________________________________
Signature:__________________________ Name:_________________________________
Print Name:_________________________ Title:________________________________
Date:_______________________________ Date:_________________________________
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SIGNATURE PAGE FOR ENTITY SUBSCRIBERS - COMPLETE ALL INFORMATION
Name of Entity: ________________________________________________________________
Address of Principal Office: ___________________________________________________
Telephone: ____________________________ Fax: __________________________
Taxpayer Identification Number: ____________________________
Check type of Entity:
|_| Employee Benefit |_| Limited |_| General |_| Individual
Plan Trust Partnership Partnership Retirement
Account
|_| Limited |_| Revocable |_| Corporation |_| Other
Liability Trust (please indicate)
Company
|_| Irrevocable Trust (If the Investor is an Irrevocable Trust, a supplemental
questionnaire must be completed by the person directing the decision for the
trust to determine by accredited investor status. Please contact the ISSUER
for a copy of such supplemental questionnaire.)
Amount of Investment:
Number of Units:______________
Corresponding dollar amount (US$10,000.00 multiplied by number of Units):
$_____________
Date of Formation or incorporation: ____________ State of Formation: ___________
Describe the business of the Entity: ___________________________________________
________________________________________________________________________________
List the names and positions of the executive officers, managing members,
partners or trustees authorized to act with respect to investments by the Entity
generally and specify who has the authority to act with respect to this
investment.
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Name Position Authority for this investment
(yes or no)
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Accredited Investor Status for Entities.
(a) Check all boxes which apply (IRA Entities can skip this question and go to
(b)):
The Entity was not formed for the specific purpose of
investing in the ISSUER The Entity has total assets in
excess of $5 million dollars
For Employee Benefit Plan Trusts Only: The decision to
invest in the ISSUER, was made by a plan fiduciary, as
defined in Section 3(21) of ERISA, who is either a bank,
insurance company or registered investment advisor.
(b) If you did not check the first two of the three boxes in Question (a) or if
the Entity is an Individual Retirement Account, a Self-directed Employee Benefit
Plan Trust or an Irrevocable Trust, list the name of each person who:
(i) owns an equity interest in the Entity (i.e., each shareholder if the
Entity is a corporation, each member if the Entity is a limited liability
company and each partner if the Entity is a partnership); or
(ii) is a grantor for the revocable trust or Individual Retirement
Account; or
(iii) is the person making the investment decision for a self-directed
Employee Benefit Plan Trust; or
(iv) is the person making the investment decisions for an Irrevocable
Trust.
By initialing below, SUBSCRIBER acknowledges that, in making its decision
to purchase the Units subscribed for, it has relied on the publicly available
information about the ISSUER only and upon independent investigations made by it
and its representatives, if any. SUBSCRIBER and such representatives, if any,
prior to the sale to it of the securities offered hereby, have been given access
to, and the opportunity to examine, all material books and records of the
ISSUER, all material contracts and documents relating to the ISSUER and this
offering and an opportunity to ask questions of, and to receive answers from,
executive officers of ISSUER concerning the ISSUER and the terms and conditions
of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they
have received answers to any such inquiries and copies of documentary
information requested. Initials of SUBSCRIBER: __________
EACH PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE ISSUER THE
ANSWERS TO THE QUESTIONS FOLLOWING THE SIGNATURE BOX BELOW AND SIGN THE WRITTEN
CONFIRMATION IMMEDIATELY FOLLOWING.
--------------------------------------------------------------------------------
SUBSCRIBER: The foregoing subscription is accepted
and the ISSUER hereby agrees to be
bound by its terms.
PRIDE BUSINESS DEVELOPMENT HOLDINGS,
INC
____________________________________
Signature of Authorized Signatory
Name:_______________________________ By: __________________________________
Title:______________________________ Name:_________________________________
Date:_______________________________ Title: _______________________________
Date: ________________________________
--------------------------------------------------------------------------------
12
Accredited Investor Questions for Entity equity owners and investment decision
makers
(a) I am an accredited investor within the meaning of Section 2(15) of the
Securities Act and Rule 501 promulgated thereunder because (check any boxes that
apply):
|_| My individual annual income during each of the two most recent
years exceeded $200,000 and I expect my annual income during
the current year will exceed $200,000.
|_| If I am married, my joint annual income with my spouse during
each of the two most recent years exceeded $300,000 and I
expect my joint annual income with my spouse during the
current year will exceed $300,000.
|_| My individual or joint (together with my spouse) net worth
(including my home, home furnishings and automobiles) exceeds
$1,000,000.
(b) The aggregate value of my assets is approximately $___________.
(c) My aggregate liabilities are approximately $___________.
(d) My current and expected income is:
-------------------------------------------------
YEAR INCOME
-------------------------------------------------
2004 (Estimated) $
-------------------------------------------------
2003 (Actual) $
-------------------------------------------------
2002 (Actual) $
-------------------------------------------------
I hereby confirm the information set forth above is true and correct in all
respects as of the date hereof and will be on the date of the purchase of
Shares.
Date:__________________________ Name:________________________
13
PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.
NASD QUESTIONNAIRE
INSTRUCTIONS
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE
CONTAINED IN THIS QUESTIONNAIRE.
1. READ ALL DEFINITIONS ON PAGES 16 AND 17 BEFORE ANSWERING ANY
QUESTIONS.
2. EVERY PERSON MUST ANSWER QUESTIONS 1 THROUGH 7 AND SIGN ON PAGE 20.
If you have any questions regarding this questionnaire, please call Xxx X.
Xxxxxx, Esq., at (000) 000-0000.
14
DEFINITIONS FOR NASD QUESTIONNAIRE
Affiliate: An Affiliate of any person (for purposes hereof a "person"
includes a partnership, corporation or other legal entity such
as a trust or estate) is a person that controls, is controlled
by or is under common control with such person. For purposes
of this definition:
(i) a person should be presumed to control a Member of
the NASD if the person beneficially owns 10% or more of the
outstanding voting securities of a Member of the NASD which is
a corporation, or beneficially owns a partnership interest in
10% or more of the distributable profits or losses of a Member
of the NASD which is a partnership;
(ii) a Member of the NASD should be presumed to control
a person if the Member of the NASD and Persons Associated with
a Member of the NASD beneficially own 10% or more of the
outstanding voting securities of a person which is a
corporation, or beneficially own a partnership interest in 10%
or more of the distributable profits or losses of a person
which is a partnership; and
(iii) a person should be presumed to be under common
control with a Member of the NASD if:
(1) the same person controls both the Member of
the NASD and such person by beneficially owning 10% or
more of the outstanding voting securities of the Member
of the NASD and other such person which is a
corporation, or by beneficially owning a partnership
interest in 10% or more of the distributable profits or
losses of the Member of the NASD and other such person
which is a partnership; or
(2) a person having the power to direct or cause
the direction of the management or policies of the
Member of the NASD also has the power to direct or cause
the direction of the management or policies of the other
entity in question.
Immediate
Family: The "Immediate Family" of any person, including an employee of
or Person Associated with a Member of the NASD, includes the
parents, mother-in-law, father-in-law, husband or wife,
brother or sister, brother-in-law or sister-in-law, son-in-law
or daughter-in-law, and children of such person or any other
individual who is supported, directly or indirectly, to a
material extent by such person.
Member of
the NASD: A "Member of the NASD" is any broker or dealer admitted to
membership in the NASD.
NASD: The National Association of Securities Dealers, Inc.
15
Person
Associated
with a Member
of the NASD: A "Person Associated with a Member of the NASD" is every sole
proprietor, partner, officer, director or branch manager of
any Member of the NASD, or any natural person occupying a
similar status or performing similar functions, or any natural
person engaged in the investment banking or securities
business who is directly or indirectly controlling or
controlled by such Member of the NASD (for example, any
employee), whether or not any such person is registered or
exempt from registration with the NASD.
16
Print Name:__________________________
1. State whether you or any of your Affiliates or any members of your
Immediate Family are
(a) a Member of the NASD;
|_| Yes |_| No
(b) a Person Associated with a Member of the NASD; or
|_| Yes |_| No
(c) an Affiliate of a Member of the NASD.
|_| Yes |_| No
2. State whether you or any of your Affiliates own stock or other securities
of any Member of the NASD or an Affiliate of a Member of the NASD.
|_| Yes |_| No
3. State whether you or any of your Affiliates have made a subordinated loan
to any Member of the NASD.
|_| Yes |_| No
4. If you marked "Yes" to any of the questions above, please briefly describe
the facts below, giving the names of the Members of the NASD to which your
answer refers (including, for example, percentage of ownership, amount of
loan and interest payable, applicable dates, names of Affiliates,
immediate family, etc.).
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
State whether you are an Immediate Family member of a partner of Xxxxxxxx
Xxxxxx, counsel to Pride Business Development Holdings, Inc.
|_| Yes |_| No
17
6. (a) State whether you provide any consulting or other services to the
Company.
|_| Yes |_| No
If you marked "Yes", please briefly describe such services, including cash
and non-cash compensation received and attach copies of written agreements
or correspondence describing such services.
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(b) Please identify any of the following relationships you have with the
Underwriter or any other Member of the NASD.
None |_|
Advisor |_|
Officer |_|
Director |_|
Trustee |_|
Founder |_|
Registered Representative |_|
5% Stockholder |_|
Employee |_|
Immediate Family |_|
Broker/Dealer |_|
Promoter |_|
Consultant |_|
Finder |_|
Bridge Lender |_|
General Partner |_|
Limited Partner |_|
Equity Investor |_|
Client or Customer |_|
Subordinated Debt Holder |_|
Other |_|
18
Please describe the nature of any relationship identified above. For
example, if you are an advisor, promoter, consultant or finder, describe
the compensation you received; if you are an equity investor, state the
class of securities and percentage interest you hold; and if you are an
Immediate Family Member, describe the exact relationship, including the
name of the person to whom you are related and the position such person
holds with Underwriter or such other Member of the NASD. Identify the
Member of the NASD:
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
7. State whether you have any oral and/or written agreements with any Member
of the NASD or Person Associated With a Member of the NASD concerning the
disposition of your securities of the Company.
|_| Yes |_| No
If you marked "Yes", please briefly describe such agreement and attach
copies of written agreements or correspondence describing such
arrangement.
I hereby affirm that the answers to the above NASD Questionnaire are true
and correct as of the date set forth below.
Date: ___________ ____________________________ ____________________________
(Sign Name) (Print Name)
19
