SAN MARINO MINERALS, INC.
(A Florida Corporation)
300,000 Shares
at a Price of $0.25 Per Share
Subscription Documents
January 10, 1997
INSTRUCTION FOR COMPLETION:
---------------------------
In connection with your subscription for Shares of San Marino Minerals, Inc.
(the "Company'), enclosed herewith are the following documents which must be
properly and fully completed and signed:
1 . INVESTMENT AGREEMENT. Xxxxx completed and signed. Please make your check
payable to San Marino Minerals, Inc. (Note to partnerships who wish to
subscribe: each general partner of the partnership must fully complete and sign
the Investment Agreement).
2. CONFIDENTIAL PURCHASER QUESTIONNAIRE. Fully completed and sign. (Note to
partnerships who wish to subscribe: each general partner of the partnership must
fully complete and sign the Investment Agreement).
3. PURCHASER REPRESENTATIVE QUESTIONNAIRE. To be completed and signed by your
Purchaser Representative only if you have elected to use a Purchaser
Representative. If you have elected not to use a Purchaser Representative, you
must so state in the Purchaser Questionnaire.
4. ACKNOWLEDGMENT OF USE OF PURCHASER REPRESENTATIVE. To be completed and
executed by the Investor only if an election to use a Purchaser Representative
has been made.
NOTES TO SUBSCRIBERS:
(a) Please indicate on the Subscription Agreement and the Confidential Purchaser
Questionnaire how the Units are to be held (e.g. joint tenants with rights of
survivorship, tenants by the entireties, etc.)
(b) Please return Subscription Documents and checks to the Company at 000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000. Checks should be
made payable to the Company.
(c) Additional copies of the required forms are available from the Company at
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 or by calling
Xx. Xxx Xxxxxxxxxxx, the Company's president at (000) 000-0000.
i
INVESTMENT SUBSCRIPTION AGREEMENT
To: San Marino Minerals, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000
Gentlemen:
You have informed me that the Company is offering up to 300,000 shares of the
Company's common stock at a price of $0.25 per share.
1. SUBSCRIPTION. Subject to the terms and conditions of this Subscription
Agreement (the "Agreement"), the undersigned hereby tenders this subscription,
together with the payment (in cash or by bank check in lawful funds of the
United States) of an amount equal to $0.25 per Share, and the other subscription
documents, all in the forms submitted to the undersigned.
2. ACCEPTANCE OF SUBSCRIPTION: ADOPTION AND APPOINTMENT. It is understood and
agreed that this Agreement is made subject to the following terms and
conditions:
(a) The Company shall have the right to accept or reject subscriptions in any
order it shall determine, in whole or in part, for any reason (or for no
reason).
(b) Investments are not binding on the Company until accepted by the Company.
The Company will refuse any subscription by giving written notice to the
purchaser by personal delivery or first-class mail. In its sole discretion, the
Company may establish a limit on the purchase of Units by a particular
purchaser.
(c) The undersigned hereby intends that his signature hereon shall constitute an
irrevocable subscription to the Company of this Agreement, subject to a three
day right of rescission for Florida residents pursuant to Section 517.061 of the
Florida Securities and Investor Protection Act. Each Florida resident has a
right to withdraw his or her subscription for Units, without any liability
whatsoever, and receive a full refund of all monies paid, within three days
after the execution of this Agreement or payment for the Units has been made,
whichever is later. To accomplish this withdrawal, a subscriber need only send a
letter or telegram to the Company at the address set forth in this Agreement,
indicating his or her intention to withdraw. Such letter or telegram should be
sent and postmarked prior to the end of the aforementioned third day. It is
prudent to send such letter by certified mail, return receipt requested, to
ensure that is received and also to evidence the time when it was mailed. If the
request is made orally (in person or by telephone) to the Company a written
confirmation that the request has been received should be requested.
Upon satisfaction of the all the conditions referred to herein, copies of this
Agreement, duly executed by the Company, will be delivered to the undersigned.
1
3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The undersigned hereby
represents and warrants to the Company as follows:
(a) The undersigned (1) has adequate means of providing for his current needs
and possible personal contingencies, and he has no need for liquidity of his
investment in the Company; (ii) is an Accredited Investor, as defined below, or
has the net worth sufficient to bear the risk of losing his entire investment;
and (iii) has, alone or together with his Purchaser Representative (as
hereinafter defined), such knowledge and experience in financial matters that
the undersigned is capable of evaluating the relative risks and merits of this
investment.
"Accredited Investors" include: (I) accredited investors as defined in
Regulation D under the Securities Act of 1933, as amended ("Reg. D") i.e., (a)
$1,000,000 in net worth (including spouse) or (b) $200,000 in annual income for
the last two years and projected for the current year; and (il) the Company or
affiliates of the Company.
"Non-Accredited Investors" are all subscribers who are not "Accredited
Investors."
All investors must have either a preexisting personal or business relationship
with the Company or any of its affiliates, or by reason of their business or
financial experience (or the business or financial experience of their
unaffiliated professional advisors) would reasonably be assumed to have the
capacity to protect their own interests in connection with this investment. Each
subscriber must represent that he is purchasing for his own account not with a
view to or for resale in connection with any distribution of the Units.
(b) The address set forth in his Purchaser Questionnaire is his true and correct
residence, and he has no present intention of becoming a resident of any other
state or jurisdiction.
(c) The undersigned acknowledges that if a "Purchaser Representative", as
defined in Regulation D, has been utilized by the undersigned, (1) the
undersigned has completed and executed the Acknowledgment of Use of Purchaser
Representative; (ii) in evaluating his investment as contemplated hereby, the
undersigned has been advised by his Purchaser Representative as to the merits
and risks of the investment in general and the suitability of the investment for
the undersigned in particular; and (ii) the undersigned's Purchaser
Representative has completed and executed the Purchaser Representative
Questionnaire.
(d) The undersigned has received and read or reviewed with his Purchaser
Representative, if any, and represents he is familiar with this Agreement, the
other Subscription Documents and the Offering Memorandum accompanying these
documents. The undersigned confirms that all documents, records and books
pertaining to the investment in the Company and requested by the undersigned or
his Purchaser Representative have been made available or have been delivered to
the undersigned and/or the undersigned's Purchaser Representative.
(e) The undersigned and/or his Purchaser Representative have had an opportunity
to ask questions of and receive answers from the Company or a person or persons
acting on its behalf,
2
concerning the terms and conditions of this investment and the financial
condition, operations and prospects of the Company.
(f) The undersigned understands that the Units have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws and are instead being offered and sold in reliance on exemptions
from registration; and the undersigned further understands that he is purchasing
an interest in a Company without being furnished any offering literature or
prospectus other than the material furnished hereby.
(g) The Units for which the undersigned hereby subscribed are being acquired
solely for his own account, and are not being purchased with a view to or for
the resale, distribution, subdivision, or fractionalization hereof. He has no
present plans to enter into any such contract, undertaking, agreement or
arrangement. In order to induce the Company to sell and issue the Units
subscribed for hereby to the undersigned, it is agreed that the Company will
have no obligation to recognize the ownership, beneficial or otherwise, of such
Units by anyone but the undersigned.
(h) The undersigned has received, completed and returned to the Company the
Purchaser Questionnaire relating to his general ability to bear the risks of an
investment in the Company and his suitability as an investor in a private
offering; and the undersigned hereby affirms the correctness of his answers to
such Confidential Purchaser Questionnaire and all other written or oral
information concerning the undersigned's suitability provided to the Company by,
or on behalf of, the undersigned.
(1) The person, if any, executing the Purchaser Representative Questionnaire, a
copy of which has been received by the undersigned, is acting and is hereby
designated to act as the undersigned's Purchaser Representative in connection
with the offer and sale of the Units to the undersigned. This designation of a
Purchaser Representative was made with the knowledge of the representations and
disclosures made in such Purchaser Representative Questionnaire and other
Subscription Documents.
(j) The undersigned acknowledges and is aware of the following:
(i) That there are substantial restrictions on the transferability of the Units
and the Units will not be, and investors in the Company have no rights to
require that, the Units be registered under the Securities act; the undersigned
may not be able to avail himself of certain of the provisions of Rule 144
adopted by the Securities and Exchange Commission under the Securities Act with
respect to the resale of the Units and, accordingly, the undersigned may be
required to hold the Units for a substantial period of time and it may not be
possible for the undersigned to liquidate his investment in the Company.
(ii) That no federal or state agency has made any finding or determination as to
the fairness of the offering of Units for investment or any recommendation or
endorsement of the Units.
(1) The approximate or exact length of time that he will be required to remain
as owner of the
3
Units.
(2) The prior performance on the part of the Company or any Affiliate (as
defined in Rule 405 under the Securities Act), or its associates, agents, or
employees or of any other person, will in any way indicate the predictable
results of the ownership of the Units or of the overall Company.
(3) Subscriptions will be accepted in the order in which they are received.
(iii) That the Company shall incur certain costs and expenses and undertake
other actions in reliance upon the irrevocability of the subscription (following
the three day rescission period described in Paragraph 2(c) of this Agreement)
for the Units made hereunder.
The foregoing representations and warranties are true and accurate as of the
date of delivery of the Funds to the Company and shall survive such delivery.
If, in any respect, such representations and warranties shall not be true and
accurate prior to the delivery of the Funds pursuant to Paragraph I hereof, the
undersigned shall give written notice of such fact to his Purchaser
Representative, if any, specifying which representations and warranties are not
true and accurate and the reasons therefor, with a copy to the Company and
otherwise to give the same information to the Company directly.
4. INDEMNIFICATION. The undersigned acknowledges that he understands the meaning
and legal consequences of the representations and warranties contained in
Paragraph 3 hereof, and he hereby indemnifies and holds harmless the Company,
agents, employees and affiliates, from and against any and all losses, claims,
damages or liabilities due to or arising out of a breach of any representations
(s) or warranty(s) of the undersigned contained in this Agreement.
5. NO WAIVER. Notwithstanding any of the representations, warranties,
acknowledgment or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any rights granted to him under
federal or sate securities laws.
6. TRANSFERABILILY. The undersigned agrees not to transfer or assign this
Agreement, or any of his interest herein. Further, an investor in the Units
pursuant to this Agreement and applicable law, will not be permitted to transfer
or dispose of the Units unless they are registered or unless such transaction is
exempt from registration under the Securities Act or other securities laws and
in the case of the purportedly exempt sale, such investor provided (at his own
expense) an opinion of counsel reasonably satisfactory to the Company that such
exemption is, in fact available.
7. REVOCATION. The undersigned acknowledges and agrees that his subscription for
the Units made by the execution and delivery of this Agreement by the
undersigned is irrevocable and subject to the three day right of rescission in
Florida described in Section 2(c) herein, and that such subscription shall
survive the death or disability of the undersigned, except as provided pursuant
to the blue sky laws of the states in which the Units may be offered, or any
other applicable state statutes or regulations.
4
8. MISCELLANEOUS. (a) All notices or other communications given or made
hereunder shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned at
his address set forth below and to
(b) Notwithstanding the place where this Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terrns and provisions
hereof shall be construed in accordance with and shall be govern by the laws of
the State of Florida.
(c) This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof any may be amended only by writing
executed by all parties.
(d) This Agreement shall be binding upon the heirs, estates, legal
representatives, successors and assigns of all parties hereto.
(e) All terms used herein shall be deemed to include the masculine and the
feminine and the singular and the plural as the context requires.
5
SAN MARINO MINERALS, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR INDIVIDUALS
Number of Shares Subscribed for:
------------
Amount tendered at $0.25 per Share:
---------
------------------------- --------------------------------------
(Signature of Subscriber) (Signature of Spouse, or joint tenant,
if any)
------------------------- --------------------------------------
(Printed Name of Subscriber) (Printed Name of Spouse, or
other joint tenant, if any)
------------------------- --------------------------------------
(Address) (Address)
------------------------- --------------------------------------
------------------------- --------------------------------------
(Social Security Number) (Social Security Number)
APPROVED AND ACCEPTED in accordance with the terms of this Agreement on this ___
day of _____________________, 1997.
SAN MARINO MINERALS, INC.
By:
XXX XXXXXXXXXXX, PRESIDENT
6
