EXHIBIT 99.2
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[COMPANY LOGO]
LocatePLUS Holdings Corporation
12,000,000 UNITS AT $.30 PER UNIT
EACH UNIT CONSISTING OF ONE SHARE OF CLASS B NONVOTING COMMON STOCK AND ONE
THREE-YEAR WARRANT TO PURCHASE ONE SHARE OF CLASS A VOTING COMMON STOCK FOR $.50
SUBSCRIPTION AGREEMENT
Each undersigned Subscriber hereby subscribes for the purchase of the Units
stated below, at the Purchase Price of $.30 per Unit, through an Account or
Accounts in the Subscriber's name established at the Brokerage Firm as specified
in the attached Data Sheet. The Subscriber authorizes the Brokerage Firm to
debit the Account(s) for the aggregate Purchase Price plus applicable charges,
if any, and consents to the issuance and delivery to the Account(s) of the
Common Stock and Warrants constituting the Units purchased, in such form,
including electronic form, as the Company shall determine, all as reflected on
the confirmations issued by the Brokerage Firm and in the book entries in the
Account(s) by the Brokerage Firm. Acceptance of this subscription and issuance
and delivery of any Units is in the discretion of the Company and the
Underwriters and subject to availability.
The Subscriber has received and read the Prospectus dated July ___, 2002 .
THE SUBSCRIBER UNDERSTANDS THE RISKS OF INVESTMENT DESCRIBED IN THE PROSPECTUS
AND IS ABLE TO BEAR THE RISK OF LOSING THE ENTIRE INVESTMENT. The Subscriber is
aware that the Units are a "xxxxx stock" investment and has received and signed
the required disclosure statement provided by the Brokerage Firm. The Subscriber
understands the State Notices set forth below applicable to Subscribers resident
in the specified states and is aware of any rescission rights available in the
state where the Subscriber resides. The Subscriber, IF A RESIDENT OF NEW
HAMPSHIRE, VIRGINIA OR WASHINGTON hereby represents that the Subscriber comes
within the categories set forth in the attached State Notice for that state. The
Subscriber confirms that PURCHASE IS NOT TAKING PLACE THROUGH AN ACCOUNT MANAGED
ON A DISCRETIONARY BASIS.
PLEASE COMPLETE THE ATTACHED SUBSCRIBER DATA SHEET
NUMBER OF UNITS __________ TOTAL PURCHASE PRICE $___________
SUBSCRIBER(S)
NAME: _________________ __________________________ ______________
Authorized Signature Date
NAME: __________________ __________________________ ______________
Authorized Signature Date
COMPANY ACCEPTANCE: __________________________
Signature
__________________________
Name and Title
DATE: _______________________
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STATE NOTICES
NOTICE TO RESIDENTS OF THE STATE OF CALIFORNIA
Because of our current unprofitability and certain restrictions imposed on
us by California securities laws and regulations, each purchaser of Units in
California, and each transferee thereof, must meet, along with their spouses,
one of the following suitability standards: (I) a net worth (excluding home,
furnishings and automobiles) of $250,000 or more and gross annual income during
2001 and estimated during 2002 of $65,000 from all sources; or (II) a net worth
(excluding home, furnishings and automobiles) of $500,000 or more; or (III) a
net worth (inclusive of home, furnishings and automobiles) of $1,000,000 or
more; or (IV) gross annual income during 2001 and estimated during 2002 of
$200,000 or more from all sources. Each California resident purchasing
securities hereby will be deemed to represent that he, she or it comes within
one of the aforementioned categories and that it will not sell or otherwise
transfer any of such securities to a California resident unless the transferee
comes within one of the aforementioned categories and that he, she or it will
advise the transferee of this condition which transferee, becoming such, will be
deemed to be bound by the same restrictions on resale.
NOTICE TO RESIDENTS OF THE STATE OF NEW HAMPSHIRE
Because of certain restrictions imposed by New Hampshire securities laws
and regulations each purchaser of Units must meet the following suitability
standards: a minimum annual taxable income of $50,000 and a minimum net worth (
excluding home, home furnishings and automobiles ) of $125,000 or (ii) a minimum
net worth ( excluding home, home furnishings and automobiles ) of $250,000. Each
New Hampshire resident purchasing securities hereby will be deemed to represent
that he, she or it comes within the aforementioned categories.
NOTICE TO RESIDENTS OF THE COMMONWEALTH OF VIRGINIA
Because of certain restrictions imposed by Virginia securities laws and
regulations, each purchaser of Units in Virginia must meet, one of the following
suitability standards: (I) a net worth (inclusive of home, furnishings and
automobiles) of $1,000,000 or more; or (II) gross annual income during each of
2001 and 2000 and estimated during 2002 of $200,000 or more from all sources.
Each Virginia resident purchasing securities hereby will be deemed to represent
that he, she or it comes within one of the aforementioned categories.
NOTICE TO RESIDENTS OF THE STATE OF WASHINGTON
Because of certain restrictions imposed by Washington securities laws and
regulations, each purchaser of Units must meet the following suitability
standards: (I) a minimum annual gross income of $65,000 and a minimum net worth
(excluding house, home furnishings and automobiles) of $65,000; or (II) a
minimum net worth (excluding house, home furnishings and automobiles) of
$150,000. Each Washington resident purchasing securities hereby will be deemed
to represent that he, she or it comes within the aforementioned categories.
