EXHIBIT 99.5
Amerinet Xxxxx.xxx, Inc.
Subscription Agreement
GENTLEMEN:
I/We ("Subscriber"} hereby subscribe for 2,250,000 Shares of AmeriNet
Xxxxx.xxx, Inc. (the "Company") at a cost of $.17 per Share for a total cost of
$382,500.
The purchase price is payable upon acceptance by the Company of the
undersigned subscriber is not an individual, any references herein to "I", or
"me", or "my" shall be deemed to be references to the "undersigned" as the case
my be. The undersigned understands that a subscription for the Shares may be
rejected for any reason and that in the event that this subscription is
rejected, that funds delivered herewith will be promptly returned without
interest thereon or deduction. By execating below, the undersigned acknowledges
that the Company is relying upon the accuracy and completeness of the
representations contained herein complying with their obligations under
applicable securities law.
1. The undersigned acknowledges and represents as follows:
(a) That the undersigned is in financial position to hold the Shares
for an indefinite period of time and is able to bear the risk and withstand a
complete loss of the in the securities;
(b) That the undersigned either alone or with the assistance of the
undersigned's own professional advisor, has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating the
merit and risk of an investment in the Shares and has the net worth to undertake
such risks;
(c) That the undersigned has obtained to the extent deemed necessary,
the undersigned's own persona' professional advice with respect to the risk
inherent in the Shares, and the suitability of an investment in the Shares in
light of the undersigned's financial condition and investment needs,
(d) That the undersigned believes that an investment in the in the
Shares is suitable for the undersigned based upon the undersigned's investment
objectives and financial needs, and the undersigned has
adequate means for providing for the undersigned's current adequate means for
personal contingencies and has no need for liquidity of investments with respect
to the Shares or undcerlying common stock;
(e) That the undersigned has been given fail and complete access to
information regarding the Company and has utilized such access to the
undersigned's satisfaction for the purpose obtaining such information regarding
the Company as the undersigned has reasonably requested; and, particularly, the
undersigned has given reasonable opportunity to ask questions of, and receive
answers from, representatives of the Company concerning the conditions of the
offering of the Shares and to obtain any additional information to the extent
reasonably available;
(f) That the undersigned recognizes that the Company has a limited
operating history and that the Shares as an investment involve a high degree of
risk including, but not limited to, the risk of economic loss from the
operations of the Company; and
(g) The undersigned realizes that there is presently no public market
for the Shares or Shares of Common Stock and the undersigned may be unable to
liquidate the undersigned's investment in the event of an emergency, or pledge
the securities as collateral for a loan.
2. The undersigned further understands and represents that:
(a) No federal or state agency has made any finding or determination as
to the suitability of the Shares or the securities comprising the Shares for
public investment, and no such agency has made any recommendation or endorsement
of the securities offered herein.
(b) I am acquiring the Share(s) for my own account and for investment
purposes only, and not for the account of others or with a view to distribution.
If contrary to the foregoing intentions, I should later desire to dispose of or
transfer the Shares in any manner, I shall not do so without first obtaining the
opinion of Company counsel that such disposition or transfer may be lawfully
made without the registration of the Shares or underlying shares of common stock
pursuant to the Securities Act of 1933, as amended, and applicable state
securities laws.
I further understand that the Company upon issuance of the Shares may
place such appropriate restrictive legend on the share certificate as the
Company deems necessary.
(c) I recognize that an investment in the Company involves certain
risks, and I have taken cognizance of and understand all of the risk factors
related to the purchase of these Shares.
(d) My representations and warranties herein are made with the intent
that they be relied upon by the Company in determining my suitability as a
purchaser of Shares. I hereby agree that such representations, warranties and
any agreements, undertakings, and acknowledgments herein shall survive the
purchase of the Shares, and I shall indemnify the Corporation, its officers and
directors and hold them harmless from any and all loss, damage, liability or
expenses that they may incur by reason of or in with any misrepresentation or
breach of representation, warranty or covenant herein.
3. The undersigned confirms that; (a) the Company has made available to
the undersigned all documents relating to an investment in the Shares that have
been requested and that the has responded to all of the undersigned's questions
in a satisfactory manner.
4. The Company hereby confirms and represents that the information
provided in the private placement memorandum is true and accurate as of the date
of the memorandum. The undersigned to provide the Company with such further
information as requested and will advise the Company of any changes in
information
5. The undersigned agrees and understands that a legend placed on the
share certificate in substantially the following form:
NOTICE OF TRANSFER
The Shares evidenced by this Certificate have been
acquired for investment only and have not been registered
under the Securities Act of 1933, as amended, or the
securities laws of any state. Without such registration, the
Shares may not be sold, transferred, pledged or otherwise
disposed of except upon receipt by the Company of an opinion
of counsel satisfactory to the Company that: registration is
not
Stop transfer instructions have been placed in the Company's transfer
records with respect to the Common Stock to insure that any transfer or
disposition thereof is in full compliance with applicable law. Subscriber agrees
that the Company may delay transfer or impose other restrictions on the transfer
if the Company is not insured that the transfer is lawful.
6. The undersigned agrees that the Company has relied on the accuracy
of the statements of Subscriber set forth herein and otherwise. Subscriber
agrees to defend and indemnify the Company and its officers, directors,
controlling persons, representatives, accountants, attorneys and agents and hold
all and each of them harmless from and against any and all losses, damages,
liabilities and expenses, including, without limitation, reasonable attorneys'
fees and expenses, which, they or any of them incurs by reason of alleged breach
by subscriber of the representations and warranties made by Subscriber herein,
any alleged failure by Subscriber to fulfill any of the covenants and agreements
of Subscriber set forth herein and any alleged violation of applicable
securities law by Subscriber.
7. All representations, warranties and covenants contained is the
Subscription Agreement, including and without limitation, the indemnification
provisions hereof, shall survive the acceptance by the Company of this
Subscription Agreement and the delivery of the Common Stock to the Subscriber.
Subscriber acknowledges and agrees that this Subscription Agreement shall
survive the death or disability of Subscriber.
8. This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. Jurisdiction for any disputes
shall be in the state of Florida. In the event of any litigation, the prevailing
party shall be entitled to recover all costs, including reasonable attorneys'
fees.
9. Based on the definition of accredited investor provided below, I
represent to the Company that:
[X] I am an accredited investor.
[ ] I am not an accredited investor.
Definition: I am an accredited investor if I satisfy one or more of the
following:
Natural Persons:
> My individual net worth, or joint set worth with my spouse, exceeds
$1,000,000; or
> In the two most recent years, I had individual income in excess of
$200, 000 or joint income with my spouse in excess of $300,000, and I
reasonably expect to reach the sums income level this year.
Business Entities:
> I have total assets in excess of $5,000,000 have engaged in other
substantive business activity prior to receiving an opportunity to
purchase Stock, and am not organized for the purpose of buying the
Stock, OR
> I am a United States chatered national bank or any banking
institution organized under the laws of any state territory, or the
District of Columbia, the business of which is substantially confined
to banking and is supervised by the State or territorial banking
commission or similar official; OR
> I am a savings and loan association, building and loan Association,
cooperative bank, homestead association, cooperative bank, homestead
association, or similar institution, which is supervised and examined
by a state or federal authority having supervision over the
institution; OR
> I am a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934; OR
> I am a company which is organized as an insurance company, whose
primary and predominant business activity is the writing of insurance
of the re-insuring of risks underwritten by insurance companies, and
which is subject to supervision by the insurance commissioner, or
similar or official or agency of a state or territory, or the District
of Columbia; OR
> I am an investment company registered under the Investment Company
Act of 1940; OR
> I am a business development company as defined in Section 2 (a) (48)
of the Investment Company Act of 1940; OR
> I am 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; OR
> All of my equity owners are accredited investors.
Employee Benefit Plans that are qualified plans under the Employee
Retirement income Security Act of 1974;
> The investment decisions in the plan are made by a bank, savings and
loan association, insurance company or registered investment advisor;
OR
> The plan is a sef-directed plan, and the person directing the
investment is an accredited investor as described under "Natural
Persons" above; OR > The plan has total assets in excess of $5,000,000.
Living Trusts:
> The grantor and each trustee of the trust is an accredited investor
as described under "Natural Persons" above.
IN WITNESS WHEREOF, I have executed this Subscription Agreement as of
the 8 day of June, 2001 and hereby subscribe for 2,250 Shares in accordance with
the terms set forth therein.
/s/ Xxxxx Xxxxxxx
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Signature
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Signature of Spouse or Co-owner
Name(s) in which securities
are to be registered: Xxxxx Xxxxxxx
Registered Address: 000 X Xxx
Xxxxx Xxxxx, XX 00000
Telephone Number: (000) 000-0000
Taxpayer Identification No.: 000 00 0000
Check if: Joint Tenants
Tenants in Common
