EXHIBIT 4
SUBSCRIPTION AGREEMENT
To: I & E TROPICALS, INC.
000 XX 0xx Xxxxx
Xxxx Xxxxx, XX 00000
Gentlemen:
1. SUBSCRIPTION. The undersigned investor (the "Investor") hereby
subscribes to the purchase of ______________ shares of the common stock of I & E
TROPICALS, INC. (the "Company"), a Florida corporation, at a total price of
$___________________.
2. ACCEPTANCE OF SUBSCRIPTION. The Investor herewith tenders to the
Company, at the address set forth above or to an account designated in writing
by the Company, payment by delivery of a check or wire transfer payable to the
Company, in the amount set forth in Section 1 of this Agreement representing
payment in full for the subscribed shares.
3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The Investor
hereby represents and warrants to the Company as follows:
(a) The Investor can bear the economic risk of this investment
and can afford a complete loss thereof. The Investor (1) has sufficient
liquid assets to pay the full purchase price for the shares, (ii) has
adequate means of providing for current and presently foreseeable
future needs, (iii) has no present need for liquidity of this
investment in the shares and (iv) will not have an overall commitment
to non- marketable investments disproportionate to the Investor's net
worth.
(b) The Investor certifies to the Company that the Investor
(initial the applicable item):
__ Is a natural or other person or entity who fulfills the
definition of an "accredited investor" as set forth in
Regulation Section 230.501 (Rule 501) of Regulation D and as
set forth in this Memo- randum (Investor Suitability).
__ Is a natural person who has such knowledge and experience in
business and financial matters that he or she is capable of
evaluating the merits and risks of the investment described in
the said Memorandum.
(c) The Investor, and such other persons whom the Investor may
have found it necessary or advisable to consult, have sufficient
knowledge and experience in business and financial matters to evaluate
the risks of the investment and to make an informed investment decision
with respect thereto.
(d) The Investor has had the opportunity to ask questions of,
and to receive answers from, the Company and its representatives, with
respect to the Company and the terms and conditions of this offering.
The Investor and its representatives, if any, have been offered access
to the books and records of the Company which (i) relate to the
purchase of the Units, and (ii) which are necessary to verify the
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accuracy of any information which was furnished to it by the Company.
All materials and information requested by either the Investor or
others representing the Investor including any information requested to
verify any information furnished by the Company, have been made
available. The Investor acknowledges that it has received no
representations or warranties from the Company, employees or agents in
making this investment decision.
(e) The Investor is aware that the purchase of the Units is a
speculative investment involving a high degree of risk and that there
is no guarantee that it will realize any gain from its investment and
that it could lose the total amount of the investment.
(f) The Investor understands that none of the shares under this
offering have been registered under the Act, or pursuant to the
provisions of the securities laws of any other applicable
jurisdictions. The Investor understands that they are being sold in
reliance upon the exemptions for private offerings contained in
Regulation D as promulgated under the Securities Act of 1933 (the
"Act") and upon the laws of such other applicable jurisdictions based
upon the fact that this offering of stock will only be made to a
limited number of investors, and acknowledges that any certificate
representing the Securities shall bear a legend to such effect. The
Investor is fully aware that the reliance on such exemptions for its
purchase of the Securities is based, in part, upon its representations,
warranties and agreements hereto. As the offering has not been
registered under the Act, the Investor is fully aware that (i) it must
bear the economic risk of its investment herein for the period of time
which is required by the Act, and (ii) its investment in the Securities
cannot be publicly offered or sold unless the offering is subsequently
registered under the Act or an exemption from such registration of the
Units offered hereunder is contemplated. The Investor understands that
no federal or state agency has passed upon or made any recommendation
or endorsement of the Securities.
(g) The Investor is making the investment hereunder for its own
account and not for the account of others and for investment purposes
only and not with a view to or for the transfer, assignment, resale or
distribution thereof, in whole or in part. The Investor has no present
plans to enter into any contract, undertaking, agreement or arrangement
providing for the transfer, assignment, resale or distribution of its
investment hereunder, in whole or in part. The Investor understands
that the statutory basis on which the Securities are being sold to it
would not be available if its present intention were to hold the
Securities for a fixed period of time or until the occurrence of a
certain event. The Investor realizes that, in the view of the
Securities and Exchange Commission, a purchase now with a present
intent to sell (i) by reason of a foreseeable specific contingency,
(ii) by reason of any anticipated change in the market value or in the
condition of the Company, or that of the industry in which the business
of the Company is engaged, (iii) in connection with a contemplated
liquidation of the Company, (iv) in connection with settlement of any
loan obtained by the undersigned for the acquisition of the Securities,
under which such Securities may be pledged as security, or (v) in
connection with the pledge of the Securities as donations to religious
or charitable institutions for the purpose of securing a deduction or
an income tax return, would, in fact, represent a purchase with an
intent inconsistent with its representations to the Company and the
Securities and Exchange Commission may then regard such sale as a sale
for which the exemption from registration is not available. The
Investor will not pledge, transfer or assign this Subscription
Agreement except to a person or entity which controls, is controlled by
or is under common control with the Investor.
(h) The Investor acknowledges that if the Securities become
publicly traded, any necessary stop transfer orders will be placed upon
the certificates for the Securities in accordance with the Act. The
Investor further acknowledges that the Company is under no obligation
to aid the Investor in obtaining any exemption from registration
requirements.
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(i) The Investor understands that there is no public market
for the Securities.
(j) The undersigned represents that the funds provided for
this investment are funds as to which the undersigned has the sole
right of management.
(k) If the Investor is a Florida resident, the Investor
understands that he or she is entitled by law to cancel, terminate, or
revoke this Subscription Agreement subsequent to the expiration of the
three-day period as provided in Florida Statute Section 517.061(a)(5).
The investor understands the meaning and legal consequences of the
foregoing representations and warranties, which are true and correct as of the
date hereof and will be true and correct as of the date that its purchase of the
Securities subscribed for herein has been accepted by the Company. Each such
representation and warranty made by the Investor shall survive such purchase.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Investor as follows:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the State of Florida and has all requisite
power and authority to own the properties and assets owned by it and to
carry on its business as presently conducted. The Company has duly
qualified and is in good standing in all jurisdictions where it is
required to be so qualified.
(b) The Company has the power and authority to execute and
deliver this Agreement, to perform its respective obligations hereunder
and to consummate the transactions contemplated hereby. Such execution,
delivery, performance and consummation have been duly authorized by all
necessary action on the part of the Company and its shareholders. This
Agreement, when duly executed and delivered by the Company, constitutes
the valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms.
(c) All corporate action required to be taken by the Company
prior to the issuance and sale of the Securities has been, or prior to
the closing of the sale of the Securities, will have been taken. The
shares of Common Stock have been duly and validly authorized by proper
corporate authority, have been reserved by the Company for issuance,
and upon issuance by the Company upon receipt of the purchase price
therefore, will be validly issued, fully paid and non-assessable and
free of preemptive rights.
5. NO WAIVER. Except as otherwise specifically provided for hereunder,
no parties shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, Instrument or papers signed by any of them with
respect to the subject matter hereof unless such waiver is in writing and signed
by the party waiving said right. Except as otherwise specifically provided for
hereunder, no delay or omission by any party in exercising any right with
respect to the subject matter hereof shall operate as a waiver of such right or
of any such other right. A waiver on any one occasion with respect to the
subject matter hereof shall not be construed as a bar to, or waiver of, any
right or remedy on any future occasion.
6. ENTIRE AGREEMENT. The parties have not made any representations or
warranties with respect to the subject matter hereof not set forth herein. This
Subscription Agreement constitutes the entire agreement
between the parties.
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7. INDEMNIFICATION. The Investor acknowledges that it understands the
meaning and legal consequences of the representations and warranties contained
in Section 3 hereof, and hereby agrees to indemnify and hold harmless the
Company and its officers and directors from and against any and all loss, damage
or liability (including costs and reasonable attorneys' fees) due to or arising
out of a breach of any such representation, warranty or acknowledgment contained
in this Subscription Agreement.
8. CHANGES. This Subscription Agreement may not be changed, modified,
extended, terminated or discharged orally, except by an agreement in writing,
which is signed by all of the parties hereto.
9. FURTHER DOCUMENTS. The parties agree to execute any and all such
other and further instruments and documents, and to take any and all such
further actions reasonably required to effectuate this Subscription Agreement
and the intent and purposes hereof.
10. MISCELLANEOUS.
(a) The Investor herein acknowledges that none of the proceeds
of this offering will be held in escrow and that all proceeds as
received will be available to the Company.
(b) The Company will indicate its acceptance of this
Subscription by its execution of this Agreement as indicated herein. It
is agreed and understood that the execution and delivery of this
Agreement by the Company is within the sole discretion of the Company.
(c) Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of
the Investor may in context require.
11. GOVERNING LAW. This Subscription Agreement shall be construed and
enforced in accordance with the internal laws of the State of Florida, without
giving effect to its principles of conflicts of law.
12. TRANSFERABILITY. This Subscription Agreement shall be binding upon
and inure to the benefit of the parties hereto and their heirs, executors,
administrators, personal representatives and successor. The undersigned agrees
not to transfer or assign this Subscription Agreement, or any portion of the
interest herein, except as set forth in Section 3(g), and further agrees that
the assignment and transfer of the Securities acquired pursuant hereto shall be
made only in accordance with all applicable laws.
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IN WITNESS WHEREOF, the investor has executed this Subscription
Agreement this ____ day of ____________________________, 2001.
_______________________________________ _____________________________
Printed Name of Investor Signature of Investor
_______________________________________ _____________________________
Printed Name of Joint Investor Signature of Joint Investor
_______________________________________ _____________________________
Social Security Number or EIN Number Number of Shares and Amount
of Payment
_______________________________________ _____________________________
Subscriber Mailing Address City
_______________________________________ _____________________________
State Zip Code Telephone Number (Home)
_____________________________
Telephone Number (Business)
_______________________________________ _____________________________
Memorandum Number Fax Number
_____________________________
E-mail Address
The Company hereby accepts the foregoing Subscription Agreement as
herein stated this __________ day of _______________________, 2001.
I & E TROPICALS, INC.
By:
_____________________________
President
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