Atlantic Synergy, Inc.
SUBSCRIPTION AGREEMENT
1. General:
This Subscription Agreement sets forth the terms under which the
undersigned ("Investor") will invest in Atlantic Synergy, Inc., Nevada
corporation. This Subscription is one of a limited number of subscriptions for
up to ____________ shares of common stock in the Corporation (the "Shares") at
$.25 per share for an aggregate amount of up to $___________ offered to a
limited number of Investors on behalf of the Corporation. Each Share is payable
in cash upon execution of this Subscription Agreement. Execution of this
Subscription Agreement by the Investor shall constitute an offer by the Investor
to subscribe for the Shares set forth in this Agreement on the terms and
conditions specified herein. The Corporation reserves the right to reject such
subscription offer, or, by executing a copy of this Subscription Agreement, to
accept such offer. If the Investor's offer is accepted, the Corporation will
execute this Subscription Agreement and return an executed copy of the
Subscription Agreement to the Investor. If the Investor's offer is rejected, the
payment accompanying this Subscription Agreement will be returned, with the
notice of rejection.
2. Disclosure
We are solely responsible for all disclosure to you in connection with
your investment.
3. Acceptance of Subscription Agreement:
It is understood and agreed by the undersigned that the Corporation will
have the unconditional right to reject this Subscription, in whole or in part,
if it believes that the undersigned is not an Accredited or otherwise qualified
Investor under Regulation D promulgated under the Securities Act of 1933, as
amended, or for any other reason.
4. Responsibility and Indemnification:
The Corporation will exercise its best judgment in the conduct of all
matters arising under this Agreement. The undersigned acknowledges that he
understands the meaning and legal consequences of the representations and
warranties contained herein, and he hereby agrees to indemnify and hold harmless
the Corporation, the Corporation, their partners and employees, and any of their
affiliates and their officers, directors, shareholders and employees, or any
professional advisor or entity thereto, from and against any and all loss,
damage, liability or expense, including costs and reasonable attorney's fees, to
which said entities and persons may be put or which they may incur by reason of,
or in connection with, any misrepresentation made by the Investor, any breach of
any of his warranties, or his failure to fulfill any of his covenants or
agreements under this Agreement.
5. Survival of Representations, Warranties, Covenants and Agreements:
The representations, warranties, covenants and agreements contained herein
shall survive the delivery of, and the payment for, the Shares.
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6. Investor's Representations, Warranties and Covenants:
The Investor represents, warrants and covenants to the Corporation as
follows, realizing that it intends to rely on these representations, which shall
survive any acceptance of the subscription for the Shares:
o The undersigned acknowledges that he has been given full and fair
access to all material information, including but not limited to all
underlying documents in connection with this transaction as well as
such other information as he or his Purchaser Representative, if
retained, deems necessary or appropriate as a prudent and
knowledgeable investor in evaluating the purchase of the Shares. The
undersigned acknowledges that the Corporation has made available to
him or his Purchaser Representative, if retained, the opportunity to
obtain additional information to verify the accuracy of the
information contained in the Information made available to the
Investor and to evaluate the merits and risks of his investment. He
acknowledges that he and his Purchaser Representative, if retained,
have had the opportunity to ask questions of, and receive
satisfactory answers from, the officers of the Corporation
concerning the terms and conditions of the offering and the business
of the Corporation and to verify the information contained in the
Information made available to the Investor.
o The undersigned acknowledges that this transaction has not been
scrutinized by the United States Securities and Exchange Commission
or by any state securities commissions.
o He has adequate means of providing for his current and future needs
and possible personal contingencies, and has no need for liquidity
of his investment in the Shares.
o He can bear the economic risk of losing his entire investment in the
Shares
o He is acquiring the Shares for his own account, for investment only
and not with a view toward the resale, fractionalization, division
or distribution thereof and he has no present plans to enter into
any contract, undertaking, agreement or arrangement for any such
resale, distribution, division or fractionalization thereof.
o He does not have an overall commitment to investments which are not
readily marketable, including the Shares and other similar
investments, disproportionate to his net worth.
o He understands that the offer and sale of the Shares is being made
by means of a private placement of Shares and that he has read or
reviewed and is familiar with the information made available to the
Investor and this Agreement.
o He was previously informed that all documents, records and books
pertaining to this investment were at all times available at the
offices of the Corporation; that all such documents, records and
books pertaining to this investment requested by the Investor have
been made available to him and the persons he has retained to advise
him; and that he has no questions concerning any aspect of the
investment for which he has not previously received satisfactory
answers.
o He and his agents or advisers have had an opportunity to ask
questions of and receive answers from the Corporation, or a person
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or persons acting on their behalf, concerning the terms and
conditions of this Agreement and the transactions contemplated
hereby and thereby, as well as the affairs of the Corporation and
related matters.
o He has had an opportunity to obtain additional information necessary
to verify the accuracy of the information referred to in this
Agreement.
o HE UNDERSTANDS THAT THE SHARES ARE SPECULATIVE INVESTMENTS WHICH
INVOLVE A HIGH DEGREE OF RISK OR LOSS BY HIM OF HIS ENTIRE
INVESTMENT
o He, acting alone or with his representatives, has sufficient
knowledge and expertise in the risks of investing in similar
projects. He understands that an investment in the Corporation is
not suitable for any person who does not so understand such risks.
o The Investor fully understands all tax aspects and risks associated
with this investment or has consulted with his own financial or tax
adviser who has advised him thereof and that the Investor has no
questions with respect thereto; and that any tax effects which may
be expected by the Corporation, are not susceptible to accurate
prediction and depend upon the recognition of certain factual
patterns and matters which may be subject to various
interpretations, including ones which may substantially eliminate
the tax consequences sought by the Corporation. moreover, new
developments in rulings of the Internal Revenue Service, court
decisions or legislative changes may have an adverse effect on one
or more of the tax consequences sought by the Corporation. NO TAX
OPINION IS BEING FURNISHED TO INVESTORS.
o HE UNDERSTANDS THAT ALTHOUGH THERE ARE REGISTRATION RIGHTS ATTACHED
TO THIS SUBSCRIPTION AGREEMENT, THE TIMING AND THE EFFECTIVENESS OF
THE RELATED SEC REGISTRATION STATEMENT ARE NOT CERTAIN. UNTIL
REGISTERED, THE SHARES MAY NOT BE RESOLD EXCEPT UNDER PROVISIONS OF
FEDERAL SECURITIES LAWS, WHICH SIGNIFICANTLY RESTRICT TRANSFER OF
THE SHARES. UNTIL REGISTERED, THE SHARES WILL BEAR THE STANDARD
TRANSFER RESTRICTION LEGEND.
o He will not transfer or assign this subscription. If this
subscription is accepted, he agrees that the assignment and
transferability of the Shares subscribed for and acquired by him
will be governed by all applicable laws.
o This Agreement shall be binding upon the heirs, estate, legal
representatives and assigns of the undersigned.
o All information which he has provided to the Corporation concerning
his financial position and knowledge of financial business matters
is correct and complete as of the date set forth at the end of this
Agreement, and if there should be any material change in such
information prior to acceptance of this Subscription Agreement by
the Corporation, he will immediately provide the Corporation with
such information.
o He is purchasing the Shares without relying on any offering
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literature other than the information made available to the Investor
and information set forth therein and herein.
o He is a bona fide resident of the State of set forth on the
signature page of this Agreement, maintains his principal residence
there, and is at least eighteen (18) years of age.
7. Suitability Questions:
Please check the appropriate line below in order that the
Corporation may determine if you are an Accredited Investor. NOTE:
You do not need to be an Accredited Investor to acquire Shares in
this offering.
For Individuals only:
o An individual who has a net worth or, together with his
spouse, a joint net worth (i.e., in total assets in excess of
total liabilities) in excess of $1,000,000 __________
o An individual who has had in each of the two most recent
years, and reasonably expects to have during the current year
an individual income [for this purpose, a person's income is
the amount of his individual adjusted gross income (as
reported on a federal income tax return) increased by the
following amounts: (1) any deduction for a portion of long
term capital gains (Code Section 1202); (2) any deduction for
depletion (Section 611 et seq. of the Code); (3) any exclusion
for interest on tax-exempt municipal obligations (Section 103
of the Code); and (4) any losses of a partnership allocated to
the individual limited partner (as reported on Schedule E of
Form 1040)] in excess of $200,000, or a joint income with
spouse in excess of $300,000. __________
For Non-Individuals Only:
o Any 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 Rule 506(b)(2)(ii). _________
NOTE: If you are an individual, you may only be an Accredited Investor if
you meet the standards set forth above. If you are not a non-individual (such as
a corporation or trust), you may only qualify under the standards set forth in
above.
For Corporations and Partnerships:
o A corporation, partnership, or other organization [if the Subscriber
is a trust only a revocable grantor trust may qualify] (an
"entity"), and either (i) each shareholder, partner, or equity owner
(as appropriate) individually satisfies the net worth or income
standards set forth in the foregoing clause 7(a)(i) or (ii), or (ii)
the organization is (A) an institutional investor as defined in Rule
501(a)(1) of the Securities and Exchange Commission, (B) a private
business development company as defined in Section 202(a)(22) of the
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Investment Advisers Act of 1940, or (C) an organization described in
Section 501(c)(3) of the Code with assets in excess of $5,000,000.
For Employee Benefit Plans or Non-Individuals Only:
o Any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such Act,
which is either a bank, savings and loan association, insurance
company, or registered investment advisor, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons
that are accredited investors.
o Any 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 Rule
506(b) (2) (ii). __________
All Accredited Investors must initial the following:
I understand that the representations contained in this section 7 are made
for the purpose of qualifying me as an Accredited Investor as that term is
defined pursuant to Regulation D under the Securities Act of 1933, as amended,
for the purpose of inducing a sale of securities to me. I hereby represent that
the statement or statements initialed above are true and correct in all
respects. I understand that a false representation may constitute a violation of
law, and that any person who suffers damage as a result of a false
representation may have a claim against me for damages.
All Accredited Investors must complete the following:
In order to verify my Accredited Investor status, you may contact
the following individual who has the following relationship with me:
Name: ____________________________
Telephone Number: ___________________
Relationship: _______________________
(such as attorney, banker or accountant)
ALL INVESTORS MUST ANSWER THE FOLLOWING QUESTIONS !
b. Do you think you have sufficient knowledge and expertise in
investing that you are capable of evaluating the merits and risks associated
with investing in the Corporation?
Yes ________ No ___________ If so, why? _____________
_____________________________________________________________________________
c.1. Have you consulted your own tax advisor who has advised you of
all tax aspects associated with your investment in the Shares, such that you
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fully understand all such aspects and have no questions with respect thereto?
Yes ________ No ___________ If so, why? _____________
_____________________________________________________________________________
c.2. If your answer was no to the preceding question, do you
have an Investment Advisor or Purchaser Representative you rely on for
investment advice?
Yes _____ No ______ If so, what is his name and address? ____
_____________________________________________________________________________
d. Do you understand that you will not be able to resell the
Share(s) which you purchase, unless you do so in an exempt transaction or unless
you take steps to register the Share(s) under the Federal Securities Act of 1933
and applicable state securities laws and then only if the Corporation approves
the transfer?
Yes ________ No ___________
e. Do you understand that there is no assurance of any financial
return on this investment and that you run the risk of losing your entire
investment?
Yes ________ No ___________
f. Do you have sufficient income and net worth to withstand a loss
of your entire investment without suffering material adverse consequences?
Yes ________ No ___________
g. Are you aware that you have the opportunity to inspect the
Corporation's financial records, documents, agreements and other records?
Yes ________ No ___________
Did you do so? Yes ________ No ___________
h. Do you understand that this investment is illiquid?
Yes ________ No ___________
i. Are you acting for your own account?
Yes ________ No ___________ If No. complete the following:
(1) Capacity in which you are acting (agent, trustee or
otherwise):
(2) Name, address and telephone number(s) of person(s) you
represent:
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8. Notices:
Any and all notices, designations, consents, offers, acceptances or any
other communication provided for herein shall be given in writing by registered
or certified mail which shall be addressed to the address appearing on the books
of the Corporation or to such other address as may be designated in writing.
9. Miscellaneous:
This Agreement shall be governed by and construed and accordance with the
laws of the State of Nevada, both substantive and remedial. The section headings
contained herein are for reference Purposes only and shall not in any way affect
the meaning or interpretation of this Agreement. This Agreement shall be
enforceable in accordance with its terms and be binding upon and shall inure to
the benefit of the parties hereto and their respective successors, assigns,
executors and administrators, but this Agreement and the respective rights and
obligations of the parties hereunder shall not be assignable by any party hereto
without the prior written consent of the other. This Agreement represents the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof; supersedes all prior negotiations, letters and
understandings relating to the subject matter hereof; and cannot be amended,
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. In the event of any litigation between the parties to this Agreement
relating to, or arising out of, this Agreement, the prevailing party shall be
entitled to an award of reasonable attorney's fees and costs, trial and
appellate levels. The failure or finding of invalidity of any provision of this
Agreement shall in no manner affect the right to enforce the other provisions of
same, and the waiver by any party of any breach of any provision of this
Agreement shall not be construed to be a waiver by such party of any subsequent
breach of any other provision.
10. Subscription Amount and Payments:
Investor hereby subscribes for _________ (Number) of Shares for a total
purchase price of $___________________ (Number of Shares x $.25) and hereby
submits a check in the amount of $__________________ (Number of Shares x $.25
per Share) made payable to Atlantic Synergy, Inc.
11. Registration Rights:
The Corporation shall grant to the Investor for any shares of common stock
issued pursuant to this Agreement piggyback registration rights on Form S-3 or
Form SB-2 or such other form as may be applicable pursuant to the Securities Act
of 1933 as amended. The Corporation shall pay all expenses in connection with
all registration of shares of common stock of the Investor. Notwithstanding the
foregoing, each of the Investor and the Corporation shall be responsible for
their own internal administrative and similar costs, which shall not constitute
registration expenses.
12. THE UNDERSIGNED HEREBY REPRESENTS HE HAS READ THIS ENTIRE
SUBSCRIPTION AGREEMENT AND RELATED DOCUMENTS.
To the best of my knowledge and belief, the above information supplied by
me is true and correct in all respects.
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TYPE OF INVESTMENT / INVESTOR:
_____ INDIVIDUAL _____ JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP
_____ TRUST _____ TENANTS - IN - COMMON
_____ CORPORATION _____ PARTNERSHIP
THE NAME OF THE OWNER OF THE SHARE(S) SHOULD BE MADE OUT ON THE CERTIFICATE IN
THE FOLLOWING MANNER (PLEASE PRINT):
_______________________________________________________________________________
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SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT FOR
Atlantic Synergy, Inc.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ____ day of ___________, 2004.
WITNESSES:
Investor #1 Signature________________________________________________________
Print or Type Name___________________________________________________________
Social Security Number_______________________________________________________
Street Address_______________________________________________________________
City, State, Zip_____________________________________________________________
Investor #2 Signature________________________________________________________
Print or Type Name___________________________________________________________
Social Security Number_______________________________________________________
Street Address_______________________________________________________________
City, State, Zip_____________________________________________________________
AGREED AND ACCEPTED:
Atlantic Synergy, Inc., a Nevada corporation
By:_________________________________
Its:________________________________
Date:_______________________________
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