CONFIDENTIAL
IMPORTANT -- READ THIS DOCUMENT CAREFULLY AND COMPLETE AS
INDICATED. FORWARD THIS COMPLETED AND SIGNED DOCUMENT TO FUTURE
TECHNOLOGIES, INC. AT THE ADDRESS SHOWN BELOW.
INVESTMENT LETTER AND SUBSCRIPTION AGREEMENT
Future Technologies, Inc.
00000 Xxxxxxx Xxxx.
Suite 100
Minneapolis, Minnesota 55305
Gentlemen:
The undersigned ("Subscriber") desires to acquire ___________
common shares ("the Shares") from Future Technologies, Inc. ("the
Company") in exchange for all of the capital shares owned by the
Subscriber in SE Global Equities Inc. ("SEG") and hereby
subscribes for the number of common shares set forth above, upon
the terms and conditions set forth below:
I (We) herewith tender to the Company _________ shares of SEG
("SEG Shares") duly endorsed for transfer to the order of Future
Technologies Inc., which are all of the capital shares of SEG
owned of record and beneficially by the Subscriber. I
acknowledge that this subscription is contingent upon acceptance
in whole or in part by the Company.
I (We) hereby represent and certify as follows:
1.) I (We) understand an investment in the Shares involves a high
degree of risk and is highly speculative.
2.) I (We) have been fully informed to my complete satisfaction
concerning the organizational aspects, business, current
operations, finances, and all other matters that I consider
significant for the purpose of making an investment decision with
respect to the Company. I have had the opportunity of discussing
the Company and its affairs with members of management, of
reviewing such documents and records as I consider appropriate,
and have received all information that I have requested with
respect to the Company. I am aware of the Company's current
limited cash position, and I am aware that the Company is an
early developmental stage company. I am fully aware of all of
the risks involved in purchasing shares of the Company's common
stock.
3.) I (We) understand that, the Company has generated no sales to
date and that there is no assurance that the Company will be
profitable in the future. I have been afforded access to such
information concerning the Company as has been requested and such
materials were sufficient to enable me to arrive at a reasoned
investment decision with respect to an investment in the Shares.
4.) I (We) understand that there is currently a limited market
for the Company's common stock and that there can be no assurance
that an active market will ever exist. I realize that I must
bear the economic risk of an investment in the Shares for an
indefinite period of time because the common shares have not been
registered under the Securities Act of 1933, as amended (the
"Act"), and have not been registered or qualified under the
applicable securities laws of any state in the United States, and
are being issued in reliance upon the truth and accuracy of the
representations made herein with respect to my investment intent
and suitability as an investor. I understand that they many not
be sold or transferred without registration under the Act, or
qualification or registration under the applicable state
securities laws, unless there is an exemption from such
registration or qualification then available, and I consent to
having a legend printed on the Shares to that effect. I will
receive "restricted" shares of the Company which can only be
resold in compliance with federal and state securities law. I
understand that under Rule 144 such shares would have a two-year
minimum holding period requirement.
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5.) I am (We are) purchasing the Shares for my personal account
and for investment and without the intention of reselling or
redistributing the same; I have made no agreement with others
regarding any of the Shares and my financial condition is such
that it is not likely that it will be necessary to dispose of any
of the Shares in the foreseeable future. I am aware that in the
view of the Securities and Exchange Commission and state agencies
that administer state securities laws, a purchase of the Shares
with an intent to resell by reason of any foreseeable specific
contingency or anticipated change in market values, or any change
in the condition of the Company or its business, or in connection
with a contemplated liquidation or settlement of any loan
obtained for the acquisition of the Shares and for which the
Shares were pledged as security, would represent an intent
inconsistent with the representations set forth above. I further
represent and agree that if, contrary to the foregoing
intentions, I should later desire to dispose of or transfer any
of the Shares in any manner, I shall not do so without first
obtaining (a) an opinion of counsel satisfactory to the Company
that such proposed disposition or transfer lawfully may be made
without the registration of the Shares for such purpose pursuant
to the Act and applicable state securities laws or (b) such
registrations (it being expressly understood that the Company
shall not have any obligations to register such securities for
such purpose).
6.) I am (We are) aware that you may sell the Shares to me only
if I qualify according to the express standards stated herein. I
(We) represent and warrant that either:
(i) meet one or more of the following standards of an
"Accredited Investor," as such term is defined in Rule
501(a) of Regulation D (initial all applicable provisions):
(a) Any director, executive officer or
general partner of the issuer, or any
director, executive officer or general
partner of a general partner of the issuer.
Rule 501(a)(4).
(b) Any natural person whose individual net
worth or joint net worth with that person's
spouse at the time of purchase exceeds
$1,000,000. Rule 501(a)(5)
(c) Any 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 who has a reasonable
expectation of reaching the same income level
in the current year. Rule 501(a)(6).
or
(ii) I (We) have such knowledge and experience in financial and
business matters as to be able to evaluate the risks and merits
of an investment in the Shares.
7.) I (We) undertake to complete all formalities necessary to
effect the transfer of the SEG Shares to the Company in
compliance with this agreement.
8.) I (We) understand that other persons may be offered share
subscriptions at various prices at the discretion of the Board of
Directors of the Company.
9.) I (We) represent and warrant that all of the foregoing
information is correct and complete as of the date set forth at
the end hereof, and if there should be any adverse change in such
information prior to this subscription being accepted, I will
immediately provide the Company with such information. I agree to
provide such additional information as the Company may request
concerning my qualifications.
10.) If I am (we are) not a resident of the United States of
America, I (we) hereby represent and covenant the following:
(a) I am (We are) am not a U.S. person as that term is defined
under Regulation S promulgated under the Act and have accurately
ser forth my (our) address.
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(b) I am (We are) outside the United States as of the date of
the execution and delivery of this Agreement.
(c) I am (We are) purchasing the Shares for my (our) own account
and not on behalf of any U.S. person, and I am (we are) the sole
beneficial owner of the Shares, and have not pre-arranged any
sale with purchasers in the United States.
(d) I (We) acknowledge that the Shares have not been registered
under the Act and agree that all offers and sale of the Shares
prior to the expiration of a period commencing on the date of the
closing of this offering by the Company and ending one-year
thereafter shall only be made in compliance with the safe harbor
contained in Regulation S, pursuant to the registration provision
under the Act, or pursuant to an exemption from registration, and
all offers and sales after the expiration of the one-year period
shall be made only pursuant to such registration or to such
exemption from registration. I (We) acknowledge that the Shares
are "restricted securities" within the meaning of Rule 144 under
the Act.
(e) I (We) understand that U.S. securities laws restrict the
transferability of the Shares and that legends will be placed on
the certificate(s) representing the Shares to the following
effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), AND SUCH SHARES
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE 1933 ACT, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION AS CONFIRMED IN AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, OR (3) PURSUANT TO A
REGISTRATION STATEMENT FILED UNDER THE 1933 ACT, AND IN
EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW.
11.) I (We) wish to have the Shares issued in the following type
of ownership (check one):
_____ Individual Ownership ______Joint Tenants with Right of Survivor-
ship (both parties must sign)
______ Trust or Estate (describe _______ Other (describe on separate page)
and enclose authority)
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Dated: _______ Dated: _______
_________________________ __________________________
Signature Signature
_________________________ __________________________
Name Printed or Typed Name Printed or Typed
Residence Address: Mailing Address:
_________________________ __________________________
_________________________ __________________________
_________________________ __________________________
Tax Identification or Telephone Number
Social Security Number: (Business and Home)
___________________________ __________________________ [Business]
__________________________ [Home]
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ACCEPTANCE OF SUBSCRIPTION
This Subscription Agreement is accepted as of ______________________, 2000.
With respect to acceptance of a subscription for any person
not resident in the United States of America, the Company hereby
represents and covenants the following:
(a) In regard to this transaction, the Company has not conducted
any "directed selling efforts" as that term is defined in Rule
902 of Regulation S nor has the Company conducted any general
solicitation in relation to the offer and sale of the Shares to
persons resident within the United States or elsewhere.
(b) The Company, upon the acceptance hereof, is bound to refuse
to effect any transfer of the Shares not made in compliance with
the safe harbor contained in Regulation S, pursuant to the
registration provisions under the Act, or pursuant to an
exemption from registration.
Future Technologies, Inc.
By: __________________________________
Its: _________________________________
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