Exhibit 4(ii)
March 16, 2000
EnterNet, Inc.
Board of Directors
0000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx
Re: Subscription Agreement
Gentlemen:
I do hereby subscribe for two hundred and fifty thousand (250,000) shares of
common stock, $0.001 par value (the "Securities"), of EnterNet, Inc. (the
"Company") at a price of $0.01 per share for an aggregate of $2,500.00. The
Securities are being acquired by me solely for my own account and not with a
view to their distribution within the meaning of the Securities Act of 1933, as
amended, and the rules and regulations thereunder (collectively hereinafter
called the "Act").
I understand that:
1. The Securities are not registered under the Act or under any applicable
state securities law and must be held by me indefinitely unless they are
subsequently so registered or unless an exemption from such registration is
available; and
2. Each certificate representing the Securities will bear the following legend
drawing attention to the restrictions on its transferability:
"The securities represented by this certificate are not
registered under federal or state securities law. They may not
be sold or offered for sale in the absence of effective
registration under such securities laws or an opinion of
counsel satisfactory to the Company that such registration is
not required."
3. The Closing will be held at the offices of the Company on the day of March
16, 2000 or on such later date as shall be designated by the Company with
not less than 72 hours prior notice or at such other place and time as
shall be agreed to by the Company and the Undersigned (the "Closing Date").
At the Closing, the Undersigned will make payment of the purchase price for
the shares of common stock by depositing the same with the Company. At the
Closing, the Company will issue the restricted stock certificate to the
Undersigned.
4. The Undersigned acknowledges that it has been provided with a copy of the
Company's financial and other information about the Company as has been
requested.
5. The Undersigned hereby represents and warrants to the Company as follows:
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(a) The Undersigned has received and read and is familiar with the
provisions of the Subscription Agreement. The Undersigned is aware
that no federal or state agency has passed upon the Securities or made
any finding or determination concerning the fairness of this
investment.
(b) The Undersigned has had an opportunity to ask questions of and receive
answers from representatives of the Company, concerning the terms and
conditions of this investment.
(c) The Securities are being subscribed for by the Undersigned for the
Undersigned's own account, for investment only and not presently with
a view toward resale or distribution in a manner which would require
registration of the Securities under the Securities Act of 1933.
(d) The Undersigned, if a corporation, partnership, trust or other form of
business entity, is authorized and otherwise duly qualified to
purchase and hold the subscribed for the Securities. Such entity has
its principal place of business as set forth on the signature page
hereof and if such entity has been formed for the specific purpose of
acquiring the Securities subscribed to hereunder, it hereby agrees to
supply any additional written information that may be required by the
Company.
(e) The Undersigned is an "Accredited Investor" as that term is defined in
Rule 501 under the Securities Act. The particular category or
categories within which the Undersigned falls is set forth in
Paragraph 7 below.
6. The Undersigned acknowledges that there are substantial restrictions on the
transferability of the Securities as required pursuant to federal and state
securities laws. The Undersigned further agrees to be responsible for
compliance with all conditions on transfer imposed by any State Blue Sky or
securities law.
7. In accordance with Paragraph 5(e) of this Subscription Agreement, the
Undersigned has placed an (X) in each of the applicable spaces provided
below:
a. A bank as defined in Section 3(a)(2) of the Securities Act of 1933 or
a savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act of 1933, whether acting in
its individual or fiduciary capacity.
b. A broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
c. An insurance company as defined in Section 2(13) of the Securities Act
of 1933.
d. An investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section 2(a)(48)
of the Investment Company Act of 1940.
e. 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.
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f. An employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), if (a)
the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or
(b) the employee benefit plan has total assets in excess of $5,000,000
or (c) if self-directed plan, the investment decisions are made solely
be persons that are Accredited Investors.
g. A private business development company as defined in Section 202(a)
(22) of the Investment Advisers Act of 1940.
h. An organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, a corporation, or business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000.
i. A natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of this purchase exceeds $1,000,000.
j. A natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the
current year.
k. A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase
is directed by a sophisticated person as described in Regulation
ss.230.506(b)(2)(ii) promulgated under the Securities Act of 1933.
l. Any director, executive officer, or general partner of the issuer of
the securities being offered or sold, or any director, executive
officer or general partner of a general partner of that issuer.
m. An entity in which all of the equity owners are Accredited Investors.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription as of the
date first written above.
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------
Name: Xxxxxxxx Xxxxxxxx
Mailing Address of Undersigned:
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone Number:
(000) 000 0000
Accepted:
EnterNet, Inc.
By: /s/ Wolf Xxxxxxx
-----------------
Name: Wolf Xxxxxxx
Title: President/Director
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