Exhibit 99
SUBSCRIPTION AGREEMENT
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To: Underwater Maintenance Corporation
000 XX 0xx Xxxxx
Xxxx Xxxxx, XX 00000
Gentlemen:
1. SUBSCRIPTION. The undersigned investor (the Investor) hereby
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subscribes to the purchase of ______________ shares of the common stock of
UNDERWATER MAINTENANCE CORPORATION (the Company), a Florida corporation, at a
total price of $___________________.
2. ACCEPTANCE OF SUBSCRIPTION. The Investor herewith tenders to the
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Company, at the address set forth above or to an account designated in writing
by the Company, payment by delivery of a check or wire transfer payable to the
Company, in the amount set forth in Section 1 of this Agreement representing
payment in full for the subscribed shares.
3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The Investor
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hereby represents and warrants to the Company as follows:
(a) The Investor can bear the economic risk of this investment and can
afford a complete loss thereof. The Investor (1) has sufficient liquid
assets to pay the full purchase price for the shares, (ii) has adequate
means of providing for current and presently foreseeable future needs,
(iii) has no present need for liquidity of this investment in the shares
and (iv) will not have an overall commitment to non-marketable investments
disproportionate to the Investors net worth.
(b) The Investor certifies to the Company that the Investor (initial
the applicable item):
______ Is a natural or other person or entity who fulfills the definition
of an accredited investor as set forth in Regulation Section 230.501 (Rule
501) of Regulation D.
______ Is a natural person who has such knowledge and experience in
business and financial matters that he or she is capable of evaluating the
merits and risks of the investment.
(c) The Investor, and such other persons whom the Investor may have
found it necessary or advisable to consult, have sufficient knowledge and
experience in business and financial matters to evaluate the risks of the
investment and to make an informed investment decision with respect
thereto.
(d) The Investor has had the opportunity to ask questions of, and to
receive answers from, the Company and its representatives, with respect to
the Company and the terms and conditions of this offering. The Investor and
its representatives, if any, have been offered access to the books and
records of the Company which (i) relate to the purchase of the Units, and
(ii) which are necessary to verify the accuracy of any information which
was furnished to it by the Company. All materials and information requested
by either the Investor or others representing the Investor including any
information requested to verify any information furnished by the Company,
have been made available. Except as set forth in this Subscription
Agreement, the Investor acknowledges that it has received no
representations or warranties from the Company, employees or agents in
making this investment decision.
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(e) The Investor is aware that the purchase of the Units is a
speculative investment involving a high degree of risk and that there is no
guarantee that it will realize any gain from its investment and that it
could lose the total amount of the investment.
(f) The Investor understands that none of the shares under this
offering have been registered under the Act, or pursuant to the provisions
of the securities laws of any other applicable jurisdictions. The Investor
understands that they are being sold in reliance upon the exemptions for
private offerings contained in Regulation D as promulgated under the
Securities Act of 1933 (the Act) and upon the laws of such other applicable
jurisdictions based upon the fact that this offering of stock will only be
made to a limited number of investors, and acknowledges that any
certificate representing the Securities shall bear a legend to such effect.
The Investor is fully aware that the reliance on such exemptions for its
purchase of the Securities is based, in part, upon its representations,
warranties and agreements hereto. As the offering has not been registered
under the Act, the Investor is fully aware that (i) it must bear the
economic risk of its investment herein for the period of time which is
required by the Act, and (ii) its investment in the Securities cannot be
publicly offered or sold unless the offering is subsequently registered
under the Act or an exemption from such registration of the Units offered
hereunder is contemplated. The Investor understands that no federal or
state agency has passed upon or made any recommendation or endorsement of
the Securities.
(g) The Investor is making the investment hereunder for its own
account and not for the account of others and for investment purposes only
and not with a view to or for the transfer, assignment, resale or
distribution thereof, in whole or in part. The Investor has no present
plans to enter into any contract, undertaking, agreement or arrangement
providing for the transfer, assignment, resale or distribution of its
investment hereunder, in whole or in part. The Investor understands that
the statutory basis on which the Securities are being sold to it would not
be available if its present intention were to hold the Securities for a
fixed period of time or until the occurrence of a certain event. The
Investor realizes that, in the view of the Securities and Exchange
Commission, a purchase now with a present intent to sell (i) by reason of a
foreseeable specific contingency, (ii) by reason of any anticipated change
in the market value or in the condition of the Company, or that of the
industry in which the business of the Company is engaged, (iii) in
connection with a contemplated liquidation of the Company, (iv) in
connection with settlement of any loan obtained by the undersigned for the
acquisition of the Securities, under which such Securities may be pledged
as security, or (v) in connection with the pledge of the Securities as
donations to religious or charitable institutions for the purpose of
securing a deduction or an income tax return, would, in fact, represent a
purchase with an intent inconsistent with its representations to the
Company and the Securities and Exchange Commission may then regard such
sale as a sale for which the exemption from registration is not available.
The Investor will not pledge, transfer or assign this Subscription
Agreement except to a person or entity which controls, is controlled by or
is under common control with the Investor.
(h) The Investor acknowledges that if the Securities become publicly
traded, any necessary stop transfer orders will be placed upon the
certificates for the Securities in accordance with the Act. The Investor
further acknowledges that the Company is under no obligation to aid the
Investor in obtaining any exemption from registration requirements.
(i) The Investor understands that there is no public market for the
Securities.
(j) The undersigned represents that the funds provided for this
investment are funds as to which the undersigned has the sole right of
management.
(k) If the Investor is a Florida resident, the Investor understands
that he or she is entitled by law to cancel, terminate, or revoke this
Subscription Agreement prior to the expiration of the three-day period as
provided in Florida Statute Section 517.061(a)(5).
The investor understands the meaning and legal consequences of the
foregoing representations and warranties, which are true and correct as of the
date hereof and will be true and correct as of the date that its purchase of the
Securities subscribed for herein has been accepted by the Company. Each such
representation and warranty made by the Investor shall survive such purchase.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
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represents and warrants to the Investor as follows:
(a) The Company is duly organized, validly existing and in good
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standing under the laws of the State of Florida and has all requisite power
and authority to own the properties and assets owned by it and to carry on
its business as presently conducted. The Company has duly qualified and is
in good standing in all jurisdictions where it is required to be so
qualified.
(b) The Company has the power and authority to execute and deliver
this Agreement, to perform its respective obligations hereunder and to
consummate the transactions contemplated hereby. Such execution, delivery,
performance and consummation have been duly authorized by all necessary
action on the part of the Company and its shareholders. This Agreement,
when duly executed and delivered by the Company, constitutes the valid and
legally binding obligation of the Company enforceable against the Company
in accordance with its terms.
(c) All corporate action required to be taken by the Company prior to
the issuance and sale of the Securities has been, or prior to the closing
of the sale of the Securities, will have been taken. The shares of Common
Stock have been duly and validly authorized by proper corporate authority,
have been reserved by the Company for issuance, and upon issuance by the
Company upon receipt of the purchase price therefore, will be validly
issued, fully paid and non-assessable and free of preemptive rights.
5. NO WAIVER. Except as otherwise specifically provided for hereunder,
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no parties shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, Instrument or papers signed by any of them with
respect to the subject matter hereof unless such waiver is in writing and signed
by the party waiving said right. Except as otherwise specifically provided for
hereunder, no delay or omission by any party in exercising any right with
respect to the subject matter hereof shall operate as a waiver of such right or
of any such other right. A waiver on any one occasion with respect to the
subject matter hereof shall not be construed as a bar to, or waiver of, any
right or remedy on any future occasion.
6. ENTIRE AGREEMENT. The parties have not made any representations or
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warranties with respect to the subject matter hereof not set forth herein. This
Subscription Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof.
7. INDEMNIFICATION. The Investor acknowledges that it understands the
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meaning and legal consequences of the representations and warranties contained
in Section 3 hereof, and hereby agrees to indemnify and hold harmless the
Company and its officers and directors from and against any and all loss, damage
or liability (including costs and reasonable attorneys fees) due to or arising
out of a breach of any such representation, warranty or acknowledgment contained
in this Subscription Agreement.
8. CHANGES. This Subscription Agreement may not be changed, modified,
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extended, terminated or discharged orally, except by an agreement in writing,
which is signed by all of the parties hereto.
9. FURTHER DOCUMENTS. The parties agree to execute any and all such
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other and further instruments and documents, and to take any and all such
further actions reasonably required to effectuate this Subscription Agreement
and the intent and purposes hereof.
10. MISCELLANEOUS.
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(a) The Investor herein acknowledges that none of the proceeds of this
offering will be held in escrow and that all proceeds as received will be
available to the Company.
(b) The Company will indicate its acceptance of this Subscription by
its execution of this Agreement as indicated herein. It is agreed and
understood that the execution and delivery of this Agreement by the Company
is within the sole discretion of the Company.
(c) Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the
Investor may in context require.
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11. GOVERNING LAW. This Subscription Agreement shall be construed and
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enforced in accordance with the internal laws of the State of Florida, without
giving effect to its principles of conflicts of law.
12. TRANSFERABILITY. This Subscription Agreement shall be binding upon
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and inure to the benefit of the parties hereto and their heirs, executors,
administrators, personal representatives and successor. The undersigned agrees
not to transfer or assign this Subscription Agreement, or any portion of the
interest herein, except as set forth in Section 3(g), and further agrees that
the assignment and transfer of the Securities acquired pursuant hereto shall be
made only in accordance with all applicable laws.
IN WITNESS WHEREOF, the investor has executed this Subscription Agreement
this ____ day of ____________________________, 2002.
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Printed Name of Investor Signature of Investor
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Printed Name of Joint Investor Signature of Joint Investor
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Social Security Number or EIN Number Number of Shares and Amount
of Payment
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Subscriber Mailing Address City
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State Zip Code Telephone Number (Home)
Telephone Number (Business)
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Memorandum Number Fax Number
E-mail Address
The Company hereby accepts the foregoing Subscription Agreement as herein
stated this day of _______________________, 2002.
UNDERWATER MAINTENANCE CORPORATION.
By:
President
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