SUBSCRIPTION AGREEMENT
AND
PROSPECTIVE PURCHASER QUESTIONNAIRE
DIGITAL SERVANT CORPORATION
SUBSCRIPTION AGREEMENT
TO: DIGITAL SERVANT CORPORATION, The Company, Seller
All investors are subject to the provisions of the subscription agreement and
completion of the prospectus purchaser questionnaire which includes the amount
of shares purchased, the price of the shares, the provisions of receiving the
share certificate(s), and representations and warranties that the purchaser is a
qualified investor who must have a minimum net worth of $250,000 and annual
individual income of $100,000 for each of the two predecessor years or a
combined household income with spouse of $150,000 per year for the two
predecessor years, or other substantial qualified investor indicators. The
purchaser must complete a prospectus purchaser questionnaire and must comply
with the minimum income and net worth provisions to be a qualified investor.
1. The undersigned hereby subscribes for the purchase of common shares of stock,
@$2.50 per share, of DIGITAL SERVANT CORPORATION (the Company) in accordance
with the terms and conditions of this Agreement.
2. This subscription is one of a limited number of such subscriptions for common
shares of stock of the Company. The execution of this Agreement of the
undersigned shall constitute an offer by the undersigned to subscribe for common
shares of stock in the amount specified below. The Seller, DIGITAL SERVANT
CORPORATION, shall have the right (in its sole discretion) to reject such offer
for any reason whatsoever, or, by executing a copy of this Agreement, to accept
such offer. If such offer is accepted, DIGITAL SERVANT CORPORATION will return
an executed copy of this Agreement to the undersigned, along with a valid share
certificate from the Company's transfer agent, National Stock Transfer, Inc.,
0000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000. If this subscription is
rejected or if the offering is not consummated for any reason, the undersigned's
subscription payment will be returned, uncashed, as soon as practicable
following termination of the offering or the date of rejection, as applicable.
It is understood that this subscription is not binding on DIGITAL SERVANT
CORPORATION unless and until it is accepted by DIGITAL SERVANT CORPORATION ,as
evidenced by its execution of this Subscription Agreement where indicated below.
3. The undersigned hereby makes the following representations and warranties:
a. The undersigned has been furnished with and has carefully reviewed the
Memorandum and documents attached thereto.
b. All information provided to the Mobile Self Storage, Inc., including that in
the Prospective Purchaser Questionnaire, is true and correct and complete in all
respects as of the date hereof.
c. The undersigned is at least twenty-one (21) years of age and sufficient legal
capacity to execute this Agreement.
d. The undersigned has sufficient knowledge and expertise in business, and
financial matters to evaluate the merits and risk of an investment.
e. The undersigned is a qualified investor as that term is defined above.
f. The undersigned has analyzed and reviewed the information contained in the
Company Prospectus contained in the SB-2 Registration Statement and has had an
opportunity to ask questions of and receive answers from the Company, or any
person or persons acting on its behalf, concerning the terms and conditions of
this investment, and all such questions have been answered to the full
satisfaction of the undersigned.
g. The undersigned has adequate means of providing for his current needs and
possible personal contingencies and has no need for liquidity in this
investment, and his overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and his investment in the
shares will not cause such overall commitment to become excessive.
h. The undersigned understands that the common shares of stock have been
registered under the Securities Act of 1933, as amended (the Act) pursuant to
the completion of an SB-2 Registration Statement, but not with any state.
i. The undersigned is acquiring the common shares of stock for his own account
for investment purposes only and is not purchasing the subject shares for an
undisclosed third party.
j. If the undersigned is a corporation, partnership, trust, or other entity, it
represents:
(i) It is duly organized, validly existing, and in good standing under the laws
of the United States of America, or elsewhere, and has all of the requisite
power and authority to invest in the shares as provided herein.
(ii) Such investment does not result in any violation of, or conflict with, any
term of the charter or bylaws of the undersigned or any instrument to which it
is bound or any law or regulation applicable to it.
(iii) Such investment has been duly authorized by all the necessary action on
behalf of the undersigned.
(iv) This Agreement has been duly executed and delivered on behalf of the
undersigned and constitutes a legal, valid and binding agreement of the
undersigned.
The foregoing representations and warranties shall be true and accurate as of
the date hereof and as of the date of delivery of the purchase price to Mobile
Self Storage, Inc., and shall survive such delivery period.
4. Miscellaneous
a. This Agreement, any amendments or replacements hereof, and the legality,
validity, and performance of the terms hereof, shall be governed by, and
enforced, determined and construed in accordance with, the laws of the State of
Nevada applicable to contracts, transactions and obligations entered into and to
be performed in such State.
b. This Agreement contains the entire agreement between the parties. The
provisions of this Agreement may not be modified or waived except in writing.
c. This Agreement and the rights, powers and duties set forth herein shall,
except as set forth herein, bind and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assignes of the
parties hereto. The undersigned may not assign any of his rights or interests in
and under this Agreement without the prior written consent of the DIGITAL
SERVANT CORPORATION, and any attempted assignment without such consent shall be
void and without effect.
d. It is understood that this Subscription is offered on a subject top prior
sale basis and is not binding on DIGITAL SERVANT CORPORATION until the Company
accepts it, which acceptance is at the sole discretion of Company, by executing
this Subscription Agreement where indicated.
5. Subscription. The undersigned hereby subscribes for the purchase of common
shares of stock of DIGITAL SERVANT CORPORATION and encloses payment in the
amount of $ ($2.50 per share) payable to DIGITAL SERVANT CORPORATION Special
Account
TYPE OF OWNERSHIP
______ Individual
______ Joint Tenants with Right of Survivorship
______ Tenants in Common
______ Community Property
______ Other
Executed this ______ day of________________, 2001, at __________________________
_______________________________________ _____________________________________
Print Name Signature of Investor
______________________________________________
Social Security or other identification number
If the Investor has indicated that the shares will be held as joint tenants,
tenants in common or as community property, please complete the following:
_______________________________________ _____________________________________
Print Name of Spouse or Other Investor Signature of Spouse or Other Investor
______________________________________________
Social Security or other identification number
If the Investor is a partnership, corporation or trust, complete the following:
Name of Partnership, Corporation or Trust
(affix seal, if any)
By:_______________________________________________
Print Name of Individual Signing
Capacity of Individual Signing
Accepted: DIGITAL SERVANT CORPORATION
By:_______________________________________________
Title:____________________________________________ Date of Acceptance
PROSPECTIVE PURCHASER QUESTIONNAIRE
TO: DIGITAL SERVANT CORPORATION
To Whom It May Concern:
The information contained herein is being furnished to you in order for you to
determine whether the undersigned may purchase common shares of stock of DIGITAL
SERVANT CORPORATION, pursuant to an SB-2 Registration Statement, from the
Company. The undersigned herein states that he (she) is a qualified investor and
has knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of the proposed investment.
The undersigned further represents that (i) the information contained herein is
complete and accurate and may be relied upon by you and (ii) the undersigned
will notify you immediately of any material change in any of such information
occurring prior to the purchase of the subject common shares of stock.
The undersigned understands and agrees that this questionnaire will be kept
strictly confidential.
In accordance with the foregoing, the following representations and information
are hereby made and furnished by:
Print Name of Prospective Purchaser
Signature of Prospective Purchaser
INSTRUCTIONS: Please answer all questions. If the answer to any questions is
None or Not Applicable, please so state.
1 Full Name _______________________________________
Social Security Number _________________________
Age ________
Occupation _____________________________________
Citizenship___________________ Number of Dependents ___________
Residential Address:
Please indicate your preferred mailing address:
( ) Residential ( ) Business
2. Was your income (from all sources) for each of the two latest complete
calendar years more than (check one):
______$ 30,000 _____$ 50,000 _____$100,000 _____$150,000 ______$200,000
_____$250,000 _____$300,000 _____$350,000
(a) What percentage of your income as shown above was derived from sources other
than salary?___________________%
(b) Approximately what percentage of your income as shown above remained after
payment of Federal, state and local taxes, and after payment of all ordinary and
necessary living expenses? ___________________%
(c) Does the above income represent your joint income with your spouse?
Yes _______ No _______
3. Is your income from all sources anticipated for the current tax year in
excess of (check one):
______$ 30,000 _____$ 50,000 _____$100,000 _____$150,000 ______$200,000
_____$250,000 _____$300,000 _____$350,000
(a) Does the above income represent your joint income with your spouse?
Yes _______ No _______
4. Is your net worth as of the date hereof in excess of (check one):
______$ 30,000 _____$ 50,000 _____$100,000 _____$150,000 ______$200,000
_____$250,000 _____$300,000 _____$350,000
(a) What percentage of your net worth as shown above is invested in restricted
securities or investments in marketable securities (stock. bonds, debentures, or
notes)?
Restrictive securities ______________%
Marketable securities ______________%
==============%
(b) Do these net worth representations include your spouse's assets and
liabilities? Yes _______ No _______
(c) What percentage of your net worth as shown above constitutes home,
furnishings, and automobiles?_________________ %
(d) What percentage of your net worth as shown above constitutes liquid assets
(cash or assets readily convertible to cash)? _____________%
5. For investors other than natural persons:
(a) Type of entity. Corporation _______ Trust _______ Partnership _______ Other
(specify)
(b) Date or organization: ____________________
(c) Number of equity owners (stockholders, partners, beneficiaries, etc.):
(d) Was the entity formed for the primary purpose of investing in direct
participation programs or other passive investments?
Yes _______ No _______
6. Please supply the following information with respect to the bank (or banks)
at which you maintain a regular checking account:
Name of Bank:___________________________
Address:__________________________________
Telephone:________________________________
Contact:__________________________________
7. (a) Are you aware that the securities proposed to be offered will be
nonmarketable, requiring your capital investment to be maintained for an
indefinite period of time? Yes _______ No _______
(b) Do you have any investments or contingent liabilities which you can
reasonably anticipate could cause the need for sudden cash requirements in
excess of cash readily available to you'.' Yes _______ No _______
If Yes, please explain.
8. Please list your business or professional educational background (schools
attended and degrees obtained):
Schools Degree Dates Attended
9. Please list any professional licenses or registrations including bar
admissions, accounting certifications, real estate brokerage licenses, and SEC
or state broker-dealer registrations, held by you:
10. Please list your principal employment and business activities during the
last five years, as well as any relevant financial experience.
Employer Position/Title Employment Dates
11. Please describe your experience as an investor; including amounts invested,
in securities, particularly investments in nonmarketable securities.
12. Have you participated in other private placements of securities?
Yes _______ No _______
I understand that the Company will be relying on the accuracy and completeness
of my responses to the foregoing questions and I represent and warrant to the
Company as follows:
i. The answers to the above questions are complete and cornea and may be relied
upon by the Company in determining whether the offering in which I propose to
participate is exempt from registration under the Securities Act of 1933, as
amended;
ii. I will notify the Company immediately of any material change in any
statement made herein occurring prior to the closing of any purchase.
iii. I, am a qualified investor as that term is defined above and have
sufficient knowledge and experience in financial and business matters to
evaluate the merits and risks of the prospective investments; I am able to bear
the economic risk of the investment and currently could afford a complete loss
of such investment
IN WITNESS WHEREOF, I have executed this Prospective Purchaser Questionnaire
this _____ day of____________
_________________________________ _____________________________________
Prospective Purchaser Prospective Purchaser
Signature Signature
Print Name
Sworn to me this _____ day of _____________,2001/2002
Notary Public
My commission expires: (Notarial Seal)
