EXHIBIT 10.04
SUBSCRIPTION AGREEMENT
Instanet, Inc.
00 Xxxx Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Dear Sir or Madam:
By signing below, the undersigned subscribes to purchase _________________
shares of the Common Stock, $____ par value, of Instanet, Inc., a Nevada
corporation (the "Company"). In payment of the purchase price for the shares of
Common Stock, I hereby deliver to the Company payment in the amount of
$_______________, representing the price per share of $1.00 multiplied by the
number of shares being purchased.
I acknowledge receipt of the Company's Prospectus dated ________________,
2001 and represent that I have made my investment decision solely on the basis
of information contained in the prospectus. I also represent that I have fully
and accurately completed Exhibit B and that I am an accredited investor as
defined in Exhibit A.
If I am a resident of a state other than Colorado, Georgia and New York or
Washington, D.C., I qualify as an "accredited investor" within at least one of
the definitions set forth on Exhibit A hereto and otherwise possess the
financial sophistication and experience necessary to evaluate the risks and
merits of an investment in the securities of the Company.
This will further confirm that no broker/dealer or member of the National
Association of Securities Dealers, Inc. has been involved in any manner
whatsoever in my investment in the Company.
SIGNATURE
Date:
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Name:
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Address:
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Telephone:
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Facsimile:
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Social Security Number:
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EXHIBIT A
INVESTOR QUALIFICATIONS
To be an "Accredited Investor," an unaffiliated investor must satisfy at
least one of the following criteria:
(a) The investor must be an individual who has a net worth (or net worth
with spouse) in excess of $ 1,000,000 (including personal residences and
personal property);
(b) The investor must be an individual who has had income in excess of
$200,000 (or joint income with the investor's spouse in excess of $300,000) in
each of the past two years, and reasonably expects to reach the same income
level in the current year;
(c) The investor is (i) a bank as defined in Section 3(a)(2) of the Act, or
a savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
(ii) an insurance company as defined in Section 2(13) of the Act; (iii) an
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that Act; (iv) a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958; (v) an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in Section 3 (21) of such act, which is
either a bank, savings and loan association, insurance company, or a registered
investment advisor, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are Accredited Investors; (vi) a private business development
company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(vii) an organization described in Section 501 (c)(3) of the Internal Revenue
Code (tax-exempt organization), corporation, Massachusetts or similar business
trust or partnership, not formed for the specific purpose of acquiring the
shares offered herein, with total assets in excess of $5,000,000; (viii) a
broker or dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934; or (ix) any plan established and maintained by a state, its
political subdivisions or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000;
(d) The investor is an entity (partnership, corporation or unincorporated
association) in which all of the equity owners are Accredited Investors; or
(e) The investor is a trust with total assets in excess of $5,000,000,
which was not formed for the specific purpose of acquiring Shares offered
herein, and whose purchase is directed by a sophisticated person as defined in
Regulation Section 230.506(b)(2)(ii), or the trust has a bank as its trustee
making the investment on behalf of the trust.
EXHIBIT B
INSTANET, INC.
PURCHASER QUESTIONNAIRE FOR INDIVIDUALS
Purpose of the Questionnaire
Instanet, Inc. (the "Company") is offering for sale shares of its Common
Stock (hereafter the "Securities"). The Securities are registered under the
Securities Act of 1933, as amended (the "Act"), and the securities laws of
certain states. In states where the Securities have not been registered, the
Company must determine that an individual meets certain suitability requirements
in order to rely upon an exemption from various state registration requirements.
This Questionnaire must be completed by any prospective investor who resides in
a state where the Securities have not been registered in order that the Company
can rely upon the provisions of Section 18(b)(3) of the Act and corresponding
state exemptions. This Questionnaire does not constitute an offer to sell or a
solicitation of an offer to buy the Securities.
THE COMPANY WILL NOT OFFER OR SELL ITS SHARES OF COMMON STOCK TO ANY
INVESTOR WHO RESIDES IN A STATE IN WHICH THE SHARES HAVE NOT BEEN REGISTERED
UNLESS THE INVESTOR HAS COMPLETED A PURCHASER QUESTIONNAIRE AND, ON THE BASIS OF
THE INFORMATION SET FORTH IN THE QUESTIONNAIRE, THE COMPANY HAS CONCLUDED THAT
THE INDIVIDUAL MEETS THE INVESTOR SUITABILITY REQUIREMENTS REQUIRED BY SECTION
18(b)(3) OF THE ACT AND CORRESPONDING EXEMPTIONS UNDER STATE SECURITIES LAWS.
Instructions
One (1) copy of this Questionnaire should be completed, signed, dated and
delivered to the Company. Please contact the Company (Telephone No. (303)
000-0000) if you have any questions with respect to the Questionnaire.
PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is "None" or "Not
Applicable" so state. Please print or type your answers to all questions. Attach
additional sheets if necessary to complete your answers to any item.
Your answer will be kept strictly confidential at all times; however, the
Company may present this Questionnaire to such parties as it deems appropriate
in order to assure itself that the offer and sale of the Securities will not
result in a violation of federal securities laws or the securities laws of any
state.
1. NAME AND ADDRESS. Please provide the following personal information:
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Name:
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Residence Address
(including Zip Code):
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Business Address:
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Telephone: Res.: Bus.:
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Preferred Mailing Address: [ ] Residence [ ] Business
2. AMOUNT OF SUBSCRIPTION COMMITMENT.
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$ .
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3. SUITABILITY STANDARDS.
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(a) Please indicate your individual or joint (with spouse) annual income
during 2001 and your expected annual income* during 2000 by marking the
appropriate box.
INDIVIDUAL JOINT
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INCOME 2001 2000 2001 2000
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Less than $100,000 [ ] [ ] [ ] [ ]
$100,001 to $200,000 [ ] [ ] [ ] [ ]
$200,001 to $300,000 [ ] [ ] [ ] [ ]
$300,001 to $500,000 [ ] [ ] [ ] [ ]
$500,001 to $700,000 [ ] [ ] [ ] [ ]
$700,001 to $1,000,000 [ ] [ ] [ ] [ ]
In excess of $1,000,000 [ ] [ ] [ ] [ ]
(b) Please indicate your individual or joint (with spouse) net worth
(excluding the principal residence, its furnishings and your automobiles) by
marking the appropriate box.
NET WORTH INDIVIDUAL JOINT
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Less than $750,000 [ ] [ ]
$750,001 to $1,000,000 [ ] [ ]
$1,000,001 to $2,000,000 [ ] [ ]
$2000,001 to $3,000,000 [ ] [ ]
$3,000,001 to $4,000,000 [ ] [ ]
$4,000,001 to $5,000,000 [ ] [ ]
$5,000,001 to $6,000,000 [ ] [ ]
In excess of $6,000,000 [ ] [ ]
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* For this purpose, a person's income is the amount of his individual adjusted
gross income (as reported on a federal income tax return), increased by the
following amounts: (a) deduction for completion (Section 611 et seq. of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) and exclusion for
interest of tax exempt municipal obligations (Section 103 of the Code); and (c)
any losses of a partnership allocated to the individual (Schedule E of Form
1040).
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4. SOPHISTICATION OF SUBSCRIBER.
(a) Please indicate the highest educational level you completed:
[ ] High School
[ ] College Degree
[ ] Graduate Degree
(b) Describe your present or most recent business or occupation. Please
indicate such information as the nature of your employment, the principal
business of your employer, the principal activities under your management or
supervision.
(c) Please provide the following information concerning your financial
experience:
(i) Indicate by check xxxx which of the following categories best
describes the extent of your prior experience in the areas of investment listed
below:
Substantial Limited No
Experience Experience Experience
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Marketable securities [ ] [ ] [ ]
Restricted securities [ ] [ ] [ ]
Government securities [ ] [ ] [ ]
Municipal (taxexempt) [ ] [ ] [ ]
securities
Stock Options [ ] [ ] [ ]
Commodities [ ] [ ] [ ]
Real estate programs [ ] [ ] [ ]
Securities for which [ ] [ ] [ ]
no market exists
Limited partnerships [ ] [ ] [ ]
Tax deferred [ ] [ ] [ ]
investment generally
(ii) For those investments for which you indicated "substantial experience"
above, please answer the following additional questions by checking the
appropriate box:
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(A) Do you make your own investment decisions with respect to such
investments?
[ ] Always [ ] Frequently
[ ] Usually [ ] Rarely
(B) What are your principal sources of investment knowledge or
advice (you may check more than one):
[ ] First hand experience with industry
[ ] Financial publication(s)
[ ] Trade or industry publication(s)
[ ] Banker(s)
[ ] Broker(s)
[ ] Investment Adviser(s)
[ ] Attorney(s)
[ ] Accountant(s)
(iii) Indicate by check xxxx whether you maintain any of the following
types of accounts over which you, rather than a third party, exercise investment
discretion, and the length of time you have maintained each type of account.
Securities (cash) [ ] [ ] Number of years
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Yes No
Securities (margin) [ ] [ ] Number of years
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Yes No
Commodities [ ] [ ] Number of years
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Yes No
(iv) Indicate on the line below the estimated present fair market value of
all marketable securities currently owned by you, individually, or jointly with
your spouse:
Estimated value of marketable securities portfolio: $
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(v) Indicate on the line below the estimated present value of all
"restricted securities" currently owned by you, individually, or jointly with
your spouse:
Estimated value of restricted securities portfolio: $
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(d) Please provide in the space below any additional information which
would indicate that you have sufficient knowledge and experience in financial
and business matters so that you are capable of evaluating the merits and risks
of investing in restricted securities of an enterprise such as the Company, and,
specifically, provide information regarding your experience in investing in
private placements of restricted securities where there did not exist at the
time of purchase any public market for the securities.
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5. By signing the Questionnaire I hereby confirm the following statements:
(a) I acknowledge that any delivery to me of offering materials relating to
the Units prior to the determination by the Company of my suitability as an
investor shall not constitute an offer of the Securities until such
determination of suitability shall be made, and I agree that I shall promptly
return the offering materials to the Company upon request.
(b) My answers to the foregoing questions are true and complete to the best
of my information and belief, and I will promptly notify the Company of any
changes in the information I have provided.
(Printed Name)
(Signature)
DATE AND PLACE EXECUTED:
Date:
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Place:
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