1
EXHIBIT 5
SUBSCRIPTION AGREEMENT
TERMS:
1. GENERAL.
This Subscription Agreement sets forth the terms under which the
undersigned (the "Investor") will invest in International Environmental
Management, Inc. (the "Corporation"), a corporation formed under the laws of the
State of Nevada, for the purpose of engaging in the 220 Megahertz specialized
Mobile Radio, Paging and related communications business; to engage in any and
all activities related or incidental to these purposes; and, to perform any acts
to accomplish the foregoing purposes. This Subscription is one of a limited
number of Subscriptions for the purchase of shares (the "Shares") of the
Corporation by a limited number of suitable investors. Execution of this
Subscription Agreement by the Investor shall constitute an offer by the Investor
to subscribe for the number of Shares set forth in Section 2 hereof on the terms
and conditions specified herein. The Corporation has the right to reject such
Subscription offer or, by executing a copy of this Subscription Agreement, to
accept such offer. The financial inability of the Investor to bear the economic
risk of this investment in accordance with the Securities Act, of 1933, as
amended (the "Securities Act"), or in accordance with the definition of a
sophisticated investor as set forth under the Securities Act of 1933, as
amended, shall be a cause for the rejection of this Subscription offer. If the
Investor's application is rejected, the payment accompanying this Subscription
Agreement (described in paragraph 2 hereof) will be returned with the notice of
rejection.
Proceeds of this private placement shall immediately be disbursed to the
Corporation.
2. SUBSCRIPTION AMOUNT AND PAYMENTS.
The Investor hereby subscribes for 225,000 Shares of the Corporation's common
stock at a price of $.50 per Share and tenders its payment of $112,500.00
payable to International Environmental Management, Inc., as full payment for
the aggregate Shares specified above.
3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investor represents, warrants and covenants to the Corporation as
follows:
(a) The Investor (i) has received no general solicitation or
advertisement and has attended no seminar or meeting with regard to the Shares
subscribed for hereunder, (ii) can bear the economic risk of losing the entire
investment herein, (iii) has, alone or together with such Investor's
Representative, if any, (as hereinafter defined) such knowledge and experiences
in financial matters that the investor is capable of evaluating the relative
risks and merits of this Investment, and (iv) is acquiring the Investment Unit
for the Investor's own account, for investment only and not with a view toward
the resale or distribution thereof;
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(b) The Investor acknowledges that the person or persons named on page 5
below, if any, has or have (i) in evaluating the investment as contemplated
hereby, advised the Investor as to the merits and risk of the Investment in
general and the suitability of the investment for the Investor in particular
and (ii) the Representative has confirmed to the Investor in writing (a copy of
which instrument shall be annexed to this Agreement by the Investor on
execution) any past, present or future material relationship, actual or
contemplated, between the Representative and any person or entity, or affiliate
of any such person or entity (including, without limitation, the receipt by
such Representative of any selling commissions in connection with the
Investor's purchase of the common stock);
(c) The Investor understands that the offer and sale of the Shares is being
made with the use of a Private Placement Memorandum. The Investor is familiar
with the nature of, and risk attendant to, investments of the type being
subscribed for, and has been advised and understands that his investment is
speculative, involves a high degree of risk, and could result in the loss of
his entire investment. The investor is fully aware of the material risks
associated with an investment in the Corporation and confirms that he was
previously informed that all documents, records and books pertaining to this
investment will be at all times available from the Corporation and that all
documents, records and books pertaining to this investment requested by the
Investor have been made available to the Investor and if applicable, the
persons retained to advise him/her;
(d) The Investor, and/or his/her Representative, if any, has had an
opportunity to ask questions of and receive answers from the President and/or
other officers of the Corporation concerning (i) the terms and conditions of
the Subscription Agreement and the transactions contemplated hereby, as well as
the affairs of the Corporation and related matters and (ii) any arrangements or
proposed arrangements of the Corporation related to any of its shareholders
that are not identical to those related to all of its shareholders;
The investor, and/or Representative if any, has had an opportunity to obtain
additional information necessary to verify the accuracy of the information
referred to in subparagraph (d) hereof;
(f) Any information supplied to the investors by the Corporation or the
President or any other person is intended solely to assist him and/or his
Purchaser Representative, if any, in conducting an investigation into the
merits of such participation and is not to be considered a representation of
the Corporation.
(g) The Investor has received, completed and returned to the Corporation a
questionnaire relating to the Investor's general ability to bear the risks of
an investment in the Corporation and suitability as a investor in a private
offering and the investor hereby affirms the correctness of the answers to
questionnaire;
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(h) The Investor will not transfer or assign this Subscription, the shares,
or any interest therein if this Subscription is accepted, the assignment and
transferability of the Shares subscribed for by the Investor being governed by
an Investment Letter and Agreement to be signed by each investor and the
Corporation; and by all applicable laws;
(i) The investor understands that the Shares have not been registered under
the Federal Securities Act of 1933, as amended, or any State securities laws on
the presumption that the issuance and sale of he shares is exempt as not
involving a public offering and that the investor had availed himself of the
opportunity to gain access to the same information made available in a 1933 Act
registration statement. The Investor further acknowledges that the Corporation's
reliance on such exemption is materially based on the foregoing representations,
warranties and covenants by the Investor.
4. RESPONSIBILITY.
The President of the Corporation will exercise his best judgment in the
conduct of all matters arising under this Subscription Agreement; Provided,
however, that this provision shall not enlarge, limit or otherwise affect the
liability of the Corporation or its President. The Investor shall indemnify and
hold harmless the Corporation; any corporation of entity affiliated with the
Corporation; the officers, directors and employees of any of the foregoing; or
any professional adviser thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees at trial or
on appeal, to which said entities and persons may be subject or which said
entities and persons incur by reason of or in connection with any
misrepresentation made by the Investor, any breach of any of the Investor's
warranties or the Investor's failure to fulfill any of the covenants of
agreement under this subscription Agreement.
5. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The representations, warranties, covenants and agreements contained
herein shall survive the delivery of and the payment for the Shares.
6. NOTICES.
Any and all notices, designations, consents, offers, acceptances or any
other communication provided for herein shall be given in writing by registered
or certified mail which shall be addressed in the case of the Corporation to
International Environmental Management, Inc., at its address located at 0000
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 and in the case of the Investor, to the
address set forth at the end of this letter, or to the address appearing on the
books of the Corporation or to such other address as may be designated by the
Investor or the Corporation in writing.
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7. MISCELLANEOUS.
This Agreement shall be governed by, construed and enforced in accordance
within the laws of the State of Florida both substantive, procedural and
remedial. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement shall be binding on and shall inure to the benefit of the Parties
and their respective rights and obligations of the Parties hereunder shall not
be assembled by any party hereto without the prior written consent of the other.
This Agreement represents the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof; and cannot be
amended, supplemented or modified except by an instrument in writing signed by
the party against whom enforcement of any such amendment, supplement or
modification is sought. The failure of any provision of this Agreement shall in
no manner affect the right to enforce the other provisions of same, and the
waiver of any party of any breach of any provision of this Agreement shall not
be construed to be a waiver by such party of any succeeding breach of such
provision or waiver by such party of any breach of any provision.
8. INVESTOR INFORMATION
PLEASE PRINT THE FOLLOWING INFORMATION
Global Capital
Group, Inc. 00-0000000 [ILLEGIBLE]
--------------- ----------------- ------------------- ------------------
Investor's Name Investor's Social Name of Investor's
Security Number Boca Raton, FL Representative
-------------------
Investor's Address
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EXECUTION PAGE
IN WITNESS WHEREOF, I have executed this Agreement as Investor this 5th
day of October, 1999.
[SIG]
--------------------------------
(Investor Signature)
SUBSCRIPTION ACCEPTED:
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx, President
-----------------------------
Xxxxxx Xxxxxxx, President
Date: October 5, 1999
-----------------------------
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SUBSCRIPTION AGREEMENT
TERMS:
1. GENERAL.
This Subscription Agreement sets forth the terms under which the
undersigned (the "Investor") will invest in International Environmental
Management, Inc. (the "Corporation"), a corporation formed under the laws of the
State of Nevada, for the purpose of engaging in the 220 Megahertz specialized
Mobile Radio, Paging and related communications business; to engage in any and
all activities related or incidental to these purposes; and, to perform any acts
to accomplish the foregoing purposes This Subscription is one of a limited
number of Subscriptions for the purchase of shares (the "Shares") of the
Corporation by a limited number of suitable investors. Execution of this
Subscription Agreement by the Investor shall constitute an offer by the Investor
to subscribe for the number of Shares set forth in Section 2 hereof on the terms
and conditions specified herein. The Corporation has the right to reject such
Subscription offer or, by executing a copy of this Subscription Agreement to
accept such offer. The financial inability of the Investor to bear the economic
risk of this investment in accordance with the Securities Act of 1933, as
amended (the "Securities Act") or in accordance with the definition of a
sophisticated investor as set forth under the Securities Act of 1933, as
amended, shall be a cause for the rejection of this Subscription offer. If the
Investor's application is rejected, the payment accompanying this Subscription
Agreement (described in paragraph 2 hereof) will be returned with the notice of
rejection.
Proceeds of this private placement shall immediately be disbursed to the
Corporation.
2. SUBSCRIPTION AMOUNT AND PAYMENTS.
The Investor hereby subscribes for 215,000 Shares of the Corporation's common
stock at a price of $ .50 per Share and tenders its payment of $107,500 payable
to International Environmental Management, Inc., as full payment for the
aggregate Shares specified above.
3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investor represents, warrants and covenants to the Corporation as
follows:
(a) The Investor (i) has received no general solicitation or
advertisement and has attended no seminar or meeting with regard to the Shares
subscribed for hereunder, (ii) can bear the economic risk of losing the entire
investment herein, (iii) has, alone or together with such Investor's
Representative, if any, (as hereinafter defined) such knowledge and experiences
in financial matters that the investor is capable of evaluating the relative
risks and merits of this Investment, and (iv) is acquiring the Investment Unit
for the Investor's own account, for investment only and not with a view toward
the resale or distribution thereof;
7
(b) The Investor acknowledges that the person or persons named on page 5
below, if any, has or have (i) in evaluating the investment as contemplated
hereby, advised the Investor as to the merits and risk of the Investment in
general and the suitability of the investment for the Investor in particular and
(ii) the Representative has confirmed to the Investor in writing (a copy of
which instrument shall be annexed to this Agreement by the Investor on
execution) any past, present or future material relationship, actual or
contemplated, between the Representative and any person or entity, or affiliate
of any such person or entity (including, without limitation, the receipt by
such Representative of any selling commissions in connection with the Investor's
purchase of the common stock);
(c) The Investor understands that the offer and sale of the Shares is being
made with the use of a Private Placement Memorandum. The Investor is familiar
with the nature of, and risk attendant to, investments of the type being
subscribed for, and has been advised and understands that his investment is
speculative, involves a high degree of risk, and could result in the loss of
his entire investment. The investor is fully aware of the material risks
associated with an investment in the Corporation and confirms that he was
previously informed that all documents, records and books pertaining to this
investment will be at all times available from the Corporation and that all
documents, records and books pertaining to this investment requested by the
Investor have been made available to the Investor and if applicable, the
persons retained to advise him/her;
(d) The Investor, and/or his/her Representative, if any. has had an
opportunity to ask questions of and receive answers from the President and/or
other officers of the Corporation concerning (i) the terms and conditions of the
Subscription Agreement and the transactions contemplated hereby, as well as the
affairs of the Corporation and related matters and (ii) any arrangements or
proposed arrangements of the Corporation related to any of its shareholders that
are not identical to those related to all of its shareholders;
The investor, and/or Representative if any, has had an opportunity to obtain
additional information necessary to verify the accuracy of the information
referred to in subparagraph (d) hereof;
(f) Any information supplied to the investors by the Corporation or the
President or any other person is intended solely to assist him and/or his
Purchaser Representative, if any, in conducting an investigation into the
merits of such participation and is not to be considered a representation of
the Corporation.
(g) The Investor has received, completed and returned to the Corporation a
questionnaire relating to the Investor's general ability to bear the risks of
an investment in the Corporation and suitability as a investor in a private
offering and the investor hereby affirms the correctness of the answers to
questionnaire;
8
(h) The Investor will not transfer or assign this Subscription, the shares,
or any interest therein if this Subscription is accepted, the assignment and
transferability of the Shares subscribed for by the Investor being governed by
an Investment Letter and Agreement to be signed by each investor and the
Corporation; and by all applicable laws;
(i) The investor understands that the Shares have not been registered under
the Federal Securities Act of 1933, as amended, or any State securities laws on
the presumption that the issuance and sale of he shares is exempt as not
involving a public offering and that the investor had availed himself self of
the opportunity to gain access to the same information made available in a 1933
Act registration statement The Investor further acknowledges that the
Corporation's reliance on such exemption is materially based on the foregoing
representations, warranties and covenants by the Investor.
4. RESPONSIBILITY.
The President of the Corporation will exercise his best judgment in the
conduct of all matters arising under this Subscription Agreement; Provided,
however, that this provision shall not enlarge, limit or otherwise affect the
liability of the Corporation or its President. The Investor shall indemnify and
hold harmless the Corporation; any corporation of entity affiliated with the
Corporation; the officers, directors and employees of any of the foregoing; or
any professional adviser thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees at trial or
on appeal, to which said entities and persons may be subject or which said
entities and persons incur by reason of or in connection with any
misrepresentation made by the Investor, any breach of any of the Investor's
warranties or the Investors failure to fulfill any of the covenants of agreement
under this subscription agreement.
5. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The representations, warranties, covenants and agreements contained
herein shall survive the delivery of and the payment for the Shares.
6. NOTICES.
Any and all notices, designations, consents, offers acceptances or any
other communication provided for herein shall be given in writing by registered
or certified mail which shall be addressed in the case of the Corporation to
International Environmental Management, Inc., at its address located at 0000
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 and in the case of the Investor, to the
address set forth at the end of this letter, or to the address appearing on the
books of the Corporation or to such other address as may be designated by the
Investor or the Corporation in writing.
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7. MISCELLANEOUS.
This Agreement shall be governed by, construed and enforced in accordance
within the laws of the State of Florida both substantive, procedural and
remedial. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement shall be binding on and shall inure to the benefit of the Parties
and their respective rights and obligations of the Parties hereunder shall not
be assembled by any party hereto without the prior written consent of the other.
This Agreement represents the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof; and cannot be amended
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. The failure of any provision of this Agreement shall in no manner affect
the right to enforce the other provisions of same, and the waiver of any party
of any breach of any provision of this Agreement shall not be construed to be a
waiver by such party of any succeeding breach of such provision or waiver by
such party of any breach of any provision.
8. INVESTOR INFORMATION
PLEASE PRINT THE FOLLOWING INFORMATION
Global Capital
Group, Inc. 00-0000000 0000 X Xxxxxxxx Xx Xx
--------------- ----------------- ------------------- ------------------
Investor's Name Investor's Social Boca Raton, FL Name of Investor's
Security Number ------------------- Representative
Investor's Address
10
EXECUTION PAGE
IN WITNESS WHEREOF, I have executed this Agreement as Investor this 5th
day of October, 1999.
[SIG]
--------------------------------
(Investor Signature)
SUBSCRIPTION ACCEPTED:
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /s/ XXXXXX XXXXXXX, President
-----------------------------
Xxxxxx Xxxxxxx, President
Date: October 5, 1999
-----------------------------
