Exhibit 10.3
AQUACELL TECHNOLOGIES, INC.
SUBSCRIPTION AGREEMENT
INSTRUCTIONS
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.
1. Fill in your name and amount of investment on Page 1.
2. Individual Investors must complete the requested
information on pages 9 and 10 and sign the signature
page on Page 10.
3. Entity Investors must complete the requested
information on pages 11-12 and if applicable, page 13
and sign the signature page on page 12 and if
applicable, page 13.
DELIVER THE EXECUTED AGREEMENTS TO:
AQUACELL TECHNOLOGIES, INC.
00000 XXXXXXXXX XXXXXX
XXXXXX XXXXXXXXX, XX 00000
ATTN: XXXX XXXXX
ALONG WITH PAYMENT FOR THE PREFERRED STOCK AND CLASS A
WARRANTS SUBSCRIBED FOR
If you are tendering a check, make it payable to "AquaCell
Special Account." If you are paying by wire transfer, please
contact Xxxx Xxxxx for instructions at (000) 000-0000.
If you have any questions regarding this form, please
contact Xxxx Xxxxx for instructions at (000) 000-0000.
Print Name of Subscriber __________________
Amount of Investment __________________
SUBSCRIPTION AGREEMENT
AquaCell Technologies, Inc. ("Company") and the Investor
hereby agree as follows:
1. Subscription for Securities. I (sometimes referred to
herein as the "Investor") hereby subscribe for and agree to
purchase the number of shares of Series A Preferred Stock
("Preferred Stock") and Class A warrants ("Class A Warrants") to
purchase shares of common stock, par value $.001 per share
("Common Stock") of the Company set forth on the signature page
hereto upon the terms and conditions described in this Agreement.
The purchase price per share of Preferred Stock and Class A
Warrant will be equal to $0.75. The exercise price of the Class
A Warrants will be $1.60.
2. Offering Period. The Preferred Stock and Class A Warrants
will be offered for sale until April 30, 2003, which may be
extended to May 15, 2003 without notice to subscribers, at the
discretion of the Company (such date, as it may be extended, is
referred to as the "Termination Date").
3. Investor Delivery of Documents and Payment. I hereby tender
to the Company (i) the full purchase price of the Preferred Stock
and Class A Warrants I am purchasing by check or wire and (ii)
one manually executed copy of this Subscription Agreement. If
the Company does not receive and accept my subscription by the
Termination Date, my payment will be returned to me without
interest or deduction.
4. Acceptance or Rejection of Subscription. The Company has
the right to reject this subscription for the Preferred Stock and
Class A Warrants, in whole or in part for any reason and at any
time prior to the Closing, notwithstanding prior receipt by me of
notice of acceptance of my subscription. In the event my
subscription is rejected, my payment will be returned promptly to
me without interest or deduction and this Subscription Agreement
will have no force or effect. The Preferred Stock and Class A
Warrants subscribed for herein will not be deemed issued to or
owned by me until one copy of this Subscription Agreement has
been executed by me and countersigned by the Company and the
Closing with respect to my subscription has occurred.
5. Closing and Delivery of Securities. The offering is being
made on a "best efforts" basis. Accordingly, there is no minimum
amount of Preferred Stock and Class A Warrants that must be
subscribed for in order for the Company to hold a closing
("Closing") with respect to the Preferred Stock and Class A
Warrants that are subscribed and paid for. The Company
anticipates it will hold only one Closing, but it may hold
several closings from time to time for subscriptions accepted up
to the Termination Date. In the event my subscription is
accepted and there is a Closing, my payment will be released to
the Company and the certificates representing the shares of
Preferred Stock and Class A Warrants will be delivered promptly
to me along with a copy of a fully executed version of this
Agreement.
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6. Offering to Accredited Investors. This offering is limited
to accredited investors as defined in Section 2(15) of the
Securities Act of 1933, as amended ("Securities Act"), and Rule
501 promulgated thereunder, and is being made without
registration under the Securities Act in reliance upon the
exemptions contained in Sections 3(b), 4(2) and/or 4(6) of the
Securities Act and applicable state securities laws. As
indicated by the responses on the signature page hereof, the
Investor is an accredited investor within the meaning of Section
2(15) of the Securities Act and Rule 501 promulgated thereunder.
7. Registration Rights.
7.1. Filing of Registration Statement. The Company will file a
registration statement with the Securities and Exchange
Commission ("Commission") under the Securities Act relating to
the resale of the shares of Common Stock issuable upon conversion
of the Preferred Stock and exercise of the Class A Warrants
(collectively, "Underlying Common Stock") not later than one
hundred fifty (150) days after the final Closing under this
Offering ("Filing Date"). The Company will use its reasonable
commercial efforts to cause the registration statement to be
declared effective by the Commission.
7.2. Procedures. The Company will promptly give written notice
of such proposed registration to all holders ("Holders") of
Preferred Stock and Class A Warrants and will forward a selling
stockholder questionnaire to each Holder that must be completed
by the Holder and returned to the Company in order for the
Underlying Common Stock to be included in the registration
statement.
7.3. Effective and Current. The Company will use its reasonable
commercial efforts to keep the registration statement which
registers the Underlying Common Stock pursuant hereto effective
and the related prospectus current until the earlier of the date
by which all of the registered Underlying Common Stock has been
sold and the date that the Underlying Common Stock may be sold
pursuant to Rule 144(k) promulgated under the Securities Act.
7.4. Amended Prospectus. The Company will notify each Holder of
such Underlying Common Stock as expeditiously as possible
following the effectiveness of such registration statement, of
any request by the Commission for the amending or supplementing
of such registration statement or prospectus. If the prospectus
is amended to comply with the requirements of the Securities Act,
the Holders, if notified by the Company, will immediately cease
making offers of the Underlying Common Stock and return all
prospectuses to the Company and the Company will promptly provide
the Holders with revised prospectuses to enable the Holders to
resume making offers of the Underlying Common Stock. The Company
will promptly notify the Holders, if after delivery of a
prospectus to the Holders, that, in the judgment of the Company,
it is advisable to suspend use of the prospectus delivered to the
Holders due to pending material developments or other events that
have not yet been publicly disclosed and as to which the Company
believes public disclosure would be detrimental to the Company.
Upon receipt of such notice, each such Holder will immediately
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discontinue any sales of Underlying Common Stock pursuant to such
registration statement until such Holder has received copies of a
supplemented or amended prospectus or until such Holder is
advised in writing by the Company that the then current
prospectus may be used and has received copies of any additional
or supplemental filings that are incorporated or deemed
incorporated by reference in such prospectus.
7.5. Covenants. After the filing of the registration statement,
the Company will:
(a) as expeditiously as possible furnish to each Holder such
reasonable numbers of copies of the prospectus in conformity with
the requirements of the Securities Act, and such other documents
as such Holder may reasonably request in order to facilitate the
public sale or other disposition of the Underlying Common Stock
owned by such Holder; and
(b) as expeditiously as possible, notify each Holder,
promptly after it receives notice thereof, of the time when such
registration statement has become effective or a supplement to
any prospectus forming a part of such registration statement has
been filed.
7.6. Fees and Expenses. In any registration statement in which
Underlying Common Stock are included, the Company will bear all
expenses and pay all fees incurred in connection therewith,
excluding underwriting discounts and commissions payable with
respect to the Underlying Common Stock, but including the
expenses of providing a reasonable number of copies of the
prospectus contained therein to the Holders.
7.7. Indemnification.
(a) The Company will indemnify the Holders of the Underlying
Common Stock to be sold pursuant to any registration statement
hereunder, the officers and directors of each Holder, each
underwriter of such Underlying Common Stock and each person, if
any, who controls such Holders or underwriters within the meaning
of Section 15 of the Securities Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or
any state securities law or regulation, against all loss, claim,
damage, expense or liability (including all reasonable attorneys'
fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever incurred by
the indemnified party in any action or proceeding between (A) the
indemnified party and any third party or otherwise or (B) the
indemnitor and the indemnified party only with respect to an
action or proceeding to enforce the indemnification provisions of
this Section 7.7(a) to which any of them may become subject under
the Securities Act, the Exchange Act or any other statute or at
common law or otherwise under the laws of any of the United
States or foreign countries, arising from such registration
statement or based upon any untrue statement or alleged untrue
statement of a material fact contained in (x) any preliminary
prospectus, the registration statement or prospectus (as from
time to time each may be amended and supplemented); (y) any post-
effective amendment or amendments or any new registration
statement and prospectus in which is included the Underlying
Common Stock; or (z) any application or other document or written
communication (collectively called "application") executed by the
Company or based upon written information furnished by the
Company in any jurisdiction in order to qualify the Underlying
Common Stock under the securities laws thereof or filed with the
Commission, any state securities commission or agency, Nasdaq or
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any securities exchange; or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, unless
such statement or omission is made in reliance upon, and in
conformity with, written information furnished to the Company by
and with respect to such registered holders ("Purchaser
Information") expressly for use in any preliminary prospectus,
the registration statement or prospectus, or any amendment or
supplement thereof, or in any application, as the case may be, or
unless the indemnities failed to deliver a final prospectus in
which the material misstatement or omission was corrected.
Subject to the foregoing provisions of this paragraph, the
Company will reimburse such Holder, underwriter and each such
controlling person for any legal or any other expenses reasonably
incurred by such Holder, underwriter or controlling person in
connection with investigating or defending any such loss, claim,
damage, liability or action. The Company agrees promptly to
notify such Holders of the commencement of any litigation or
proceedings against the Company or any of its officers, directors
or controlling persons in connection with the issue and sale or
resale of the Underlying Common Stock or in connection with the
registration statement or prospectus.
(b) The Holders agree to indemnify and hold harmless the
Company, the officers and directors of the Company and each
person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange
Act against all loss, claim, damage, expense or liability to
which the Company or such controlling person may become subject,
under the Securities Act or otherwise insofar as such losses,
claims, damages, expenses or liabilities (or actions in respect
thereof) arise out of or are based upon Purchaser Information
that is included or relied upon by the Company in the
registration statement or prospectus or any amendment or
supplement thereto or in any application; and will reimburse the
Company, officer, director and each such controlling person for
any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability or action, provided that such loss, claim,
damage, expense or liability is found ultimately to arise out of
or be based upon such Purchaser Information.
(c) Any party entitled to indemnification hereunder
("Indemnified Party") will permit the Company to assume the
defense of any such claim or any litigation resulting therefrom;
provided, that counsel for the Company, who will conduct the
defense of such claim or litigation, will be approved by the
Indemnified Party (whose approval shall not be unreasonably
withheld). The Indemnified Party may participate in such defense
at such party's expense; provided, however, that the Company will
pay such expense if representation of such Indemnified Party by
the counsel retained by the Company would be inappropriate due to
actual or potential differing interests between the Indemnified
Party and any other party represented by such counsel in such
proceeding; provided further that in no event will the Company be
required to pay the expenses of more than one law firm per
jurisdiction as counsel for the Indemnified Party. The Company
is also responsible for the expenses of such defense if the
Company does not elect to assume such defense. The Company, in
the defense of any such claim or litigation may not, except with
the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all
liability in respect of such claim or litigation, and no
Indemnified Party may consent to entry of any judgment or settle
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such claim or litigation without the prior written consent of the
Company, which consent may not be unreasonably withheld.
7.8. Expiration of Registration Rights. Notwithstanding
anything to the contrary contained herein, such registration is
not required for a Holder of Underlying Common Stock if in the
opinion of counsel to the Company, the Holder can sell his
Underlying Common Stock without restriction under Rule 144(k)
promulgated under the Securities Act and all restrictive legends
under the Securities Act are removed from the certificates
representing such securities and any stop transfer order for such
certificates is removed.
7.9. Successors. The registration rights granted to the
Holders inure to the benefit of all the Holder's successors,
heirs, pledges, assignees, transferees and purchasers of the
Preferred Stock, Class A Warrants or underlying securities.
8. Investor Representations and Warranties.
8.1. Investor Representations. I am aware that, except for any
rescission rights that may be provided under applicable laws, I
am not entitled to cancel, terminate or revoke this subscription,
and any agreements made in connection herewith will survive my
death or disability. In order to induce the Company to issue and
sell the Preferred Stock and Class A Warrants to me, I represent
and warrant that the information relating to me stated herein is
true and complete as of the date hereof and will be true and
complete as of the date on which my purchase of Preferred Stock
and Class A Warrants becomes effective. If, prior to the final
consummation of the offer and sale of the Preferred Stock and
Class A Warrants, there should be any change in such information
or any of such information becomes incorrect or incomplete, I
agree to notify the Company and supply the Company promptly with
corrective information.
8.2. Information About the Company.
(a) I have been given access to full and complete information
regarding the Company including the Company's filings on Form
10-KSB, Form 10-QSB and the Company's Proxy Statement under the
Securities Exchange Act, and have utilized such access to my
satisfaction for the purpose of verifying the information, and I
have either met with or been given reasonable opportunity to meet
with officers of the Company for the purpose of asking reasonable
questions of such officers concerning the terms and conditions of
the offering of the Preferred Stock and Class A Warrants and the
business and operations of the Company and all such questions
have been answered to my full satisfaction. I also have been
given an opportunity to obtain any additional relevant
information to the extent reasonably available to the Company. I
have received all information and materials regarding the Company
that I have reasonably requested. After my reading of the
materials about the Company, I understand that there is no
assurance as to the future performance of the Company.
(b) I have received no representation or warranty from the
Company or any of its officers, directors, employees or agents in
respect of my investment in the Company. I am not participating
in the offering as a result of or subsequent to: (i) any
advertisement, article, notice or other communication published
in any newspaper, magazine or similar media or broadcast over
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television, radio or the Internet or (ii) any seminar or meeting
whose attendees have been invited by any general solicitation or
general advertising.
8.3. Speculative Investment. I am aware that the Preferred
Stock and Class A Warrants are a speculative investment that
involves a high degree of risk including, but not limited to, the
risk of losses from operations of the Company and the total loss
of my investment. I have such knowledge and experience in
financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Preferred Stock and
Class A Warrants and have obtained, in my judgment, sufficient
information from the Company to evaluate the merits and risks of
an investment in the Company. I have not utilized any person as
my purchaser representative (as defined in Regulation D) in
connection with evaluating such merits and risks and have relied
solely upon my own investigation in making a decision to invest
in the Company. I have been urged to seek independent advice
from my professional advisors relating to the suitability of an
investment in the Company in view of my overall financial needs
and with respect to the legal and tax implications of such
investment. I believe that the investment in the Preferred Stock
and Class A Warrants is suitable for me based upon my investment
objectives and financial needs, and I have adequate means for
providing for my current financial needs and contingencies and
have no need for liquidity with respect to my investment in the
Company. The investment in the Company does not constitute all
or substantially all of my investment portfolio.
8.4. Restrictions on Transfer. I understand that (i) none of
the shares of Preferred Stock, Class A Warrants or Underlying
Common Stock have been registered under the Securities Act or the
securities laws of certain states in reliance on specific
exemptions from registration, (ii) no securities administrator of
any state or the federal government has recommended or endorsed
this offering or made any finding or determination relating to
the fairness of an investment in the Company and (iii) the
Company is relying on my representations and agreements for the
purpose of determining whether this transaction meets the
requirements of the exemptions afforded by the Securities Act and
certain state securities laws. Other than as set forth herein, I
acknowledge that there is no assurance that the Company will file
any registration statement for the securities I am purchasing,
that such registration statement, if filed, will be declared
effective or, if declared effective, that the Company will be
able to keep it effective until I sell the securities registered
thereon. Furthermore, I agree to furnish the Company with such
information regarding myself and the distribution of the
securities proposed by me as the Company may request in
connection with any registration, qualification or compliance
with the Company's registration obligations set forth herein.
8.5. Investment Representation. I am purchasing the Preferred
Stock and Class A Warrants for my own account for investment and
not with a view to, or for sale in connection with, any
subsequent distribution of the securities, nor with any present
intention of selling or otherwise disposing of all or any part of
the Preferred Stock, Class A Warrants or Underlying Common Stock.
I understand that, although there is a public market for the
Underlying Common Stock, there is no assurance that such market
will continue and there is no market at present for the Preferred
Stock or Class A Warrants and it is unlikely that a market will
ever develop for these securities in the future. I understand
and agree that the Preferred Stock, Class A Warrants and
Underlying Common Stock cannot be resold, pledged, assigned or
otherwise disposed of unless they are subsequently registered
under the Securities Act and under applicable securities laws of
certain states, or an exemption from such registration is
available. I understand that, except as set forth herein, the
Company is under no obligation to register the securities or to
assist me in complying with any exemption from such registration
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under the Securities Act or any state securities laws. I hereby
authorize the Company to place a legend denoting the restrictions
on the certificates representing the securities.
8.6. Entity Authority. If the Investor is a corporation,
partnership, company, trust, employee benefit plan, individual
retirement account, Xxxxx Plan or other tax-exempt entity, it is
authorized and qualified to become an investor in the Company and
the person signing this Subscription Agreement on behalf of such
entity has been duly authorized by such entity to do so.
8.7. No Offer Until Determination of Suitability. I
acknowledge that any delivery to me of the documents relating to
the offering of the Preferred Stock and Class A Warrants prior to
the determination by the Company of my suitability will not
constitute an offer of the Preferred Stock and Class A Warrants
until such determination of suitability is made.
9. Indemnification. I hereby agree to indemnify and hold
harmless the Company, its respective officers, directors,
stockholders, employees, agents and attorneys against any and all
losses, claims, demands, liabilities, and expenses (including
reasonable legal or other expenses incurred by each such person
in connection with defending or investigating any such claims or
liabilities, whether or not resulting in any liability to such
person or whether incurred by the indemnified party in any action
or proceeding between the indemnitor and indemnified party or
between the indemnified party and any third party) to which any
such indemnified party may become subject, insofar as such
losses, claims, demands, liabilities and expenses (a) arise out
of or are based upon any untrue statement or alleged untrue
statement of a material fact made by me and contained herein or
(b) arise out of or are based upon any breach by me of any
representation, warranty or agreement made by me contained
herein.
10. Severability; Remedies. In the event any parts of this
Subscription Agreement are found to be void, the remaining
provisions of this Subscription Agreement are nevertheless
binding with the same effect as though the void parts were
deleted.
11. Governing Law and Jurisdiction. This Subscription Agreement
will be deemed to have been made and delivered in Rancho
Cucamonga, California and will be governed as to validity,
interpretation, construction, effect and in all other respects by
the internal laws of the State of Delaware. Each of the Company
and the Investor hereby (i) agrees that any legal suit, action or
proceeding arising out of or relating to this Subscription
Agreement will be instituted exclusively in the United States
District Court for the Central District of California, (ii)
waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a
convenient forum for such suit, action or proceeding, (iii)
irrevocably consents to the jurisdiction of the United States
District Court for the Central District of California in any such
suit, action or proceeding, (iv) agrees to accept and acknowledge
service of any and all process that may be served in any such
suit, action or proceeding in United States District Court for
the Central District of California and (v) agrees that service of
process upon it mailed by certified mail to its address set forth
on my signature page will be deemed in every respect effective
service of process upon it in any suit, action or proceeding.
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12. Counterparts. This Subscription Agreement may be executed
in one or more counterparts, each of which will be deemed an
original but all of which together will constitute one and the
same instrument. The execution of this Subscription Agreement
may be by actual or facsimile signature.
13. Notices. All notices, offers, acceptance and any other acts
under this Subscription Agreement (except payment) must be in
writing, and is sufficiently given if delivered to the addressees
in person, by overnight courier service, or, if mailed, postage
prepaid, by certified mail (return receipt requested), and will
be effective three days after being placed in the mail if mailed,
or upon receipt or refusal of receipt, if delivered personally or
by courier or confirmed telecopy, in each case addressed to a
party. All communications to me should be sent to my preferred
address on the signature page hereto. All communications to the
Company should be sent to:
AquaCell Technologies, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, Chief Executive Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
With copies to: Xxxxxx Xxxx LLC
0000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
14. Oral Evidence. This Subscription Agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior oral and written
agreements between the parties hereto with respect to the subject
matter hereof. This Subscription Agreement may not be changed,
waived, discharged, or terminated orally, but rather, only by a
statement in writing signed by the party or parties against which
enforcement or the change, waiver, discharge or termination is
sought.
15. Section Headings. Section headings herein have been
inserted for reference only and will not be deemed to limit or
otherwise affect, in any matter, or be deemed to interpret in
whole or in part, any of the terms or provisions of this
Subscription Agreement.
16. Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein will
survive the delivery of, and the payment for, the Preferred Stock
and Class A Warrants.
17. Acceptance of Subscription. The Company may accept this
Subscription Agreement at any time for all or any portion of the
Securities subscribed for by executing a copy hereof as provided
and notifying me within a reasonable time thereafter.
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SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION
Name:_____________________ Name of Joint Investor (if any):____________________
Residence Address:______________________________________________________________
Telephone: (H)________________ (W)____________________ Fax__________________
Occupation:___________________ Employer:_______________________________________
Business Address:_______________________________________________________________
Send communications to: __ Home __ Office __ E-Mail:_________________________
Age:_______________
Social Security Number:____________________
Check manner in which securities are to be held:
__ Individual Ownership __ Tenants in Common __ Joint Tenants with
Right of Survivorship
(both parties must sign)
__ Community Property __ Other (please indicate)
________________________
Amount of Investment:
Number of shares:______________
Corresponding dollar amount ($0.75 multiplied by number of shares): $___________
Accredited Investor Status For Individuals. (INVESTORS THAT ARE CORPORATIONS,
LIMITED LIABILITY COMPANIES, PARTNERSHIPS, REVOCABLE TRUSTS, IRREVOCABLE
TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND INDIVIDUAL RETIREMENT ACCOUNTS
SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED TO THE ENTITY SIGNATURE PAGE).
(a) I am an accredited investor within the meaning of Section 2(15) of the
Securities Act and Rule 501 promulgated thereunder because (check any boxes that
apply):
____ My individual annual income during each of the
two most recent years exceeded $200,000 and I
expect my annual income during the current
year will exceed $200,000.
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____ If I am married, my joint annual income with
my spouse during each of the two most recent
years exceeded $300,000 and I expect my joint
annual income with my spouse during the
current year will exceed $300,000.
____ My individual or joint (together with my
spouse) net worth (including my home, home
furnishings and automobiles) exceeds
$1,000,000.
(b) The aggregate value of my assets is approximately $___________.
(c) My aggregate liabilities are approximately $___________.
(d) My current and expected income is:
YEAR INCOME
2003 (Estimated) $______________
2002 (Estimated) $______________
2001 (Actual) $______________
2000 (Actual) $______________
I hereby confirm the information set forth above is true and correct in all
respects as of the date hereof and will be on the date of the purchase of
Preferred Stock and Class A Warrants.
ALL INVESTORS MUST SIGN AND The foregoing subscription is
PRINT NAME BELOW accepted and the Company hereby
agrees to be bound by its terms.
Signature:___________________________
AQUACELL TECHNOLOGIES, INC.
Print Name:__________________________
Date:________________________________ By:_____________________________
Signature:___________________________ Name:___________________________
Print Name:__________________________ Title:__________________________
Date:________________________________ Date:___________________________
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SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION
Name of Entity:_________________________________________________________________
Address of Principal Office:____________________________________________________
Telephone:____________________________ Fax:_________________________________
Taxpayer Identification Number:____________________________
Check type of Entity:
___ Employee ___ Limited ___ General ___ Individual
Benefit Plan Partnership Partnership Retirement
Trust Account
___ Limited ___ Revocable ___ Corporation ___ Other
Liability Trust (please
Company indicate)
___ Irrevocable Trust (If the Investor is an Irrevocable
Trust, a supplemental questionnaire must be completed by
the person directing the decision for the trust to
determine by accredited investor status. Please contact
the Company for a copy of such supplemental
questionnaire.)
Amount of Investment:
Number of shares:______________
Corresponding dollar amount ($0.75 multiplied by number of shares): $___________
Date of Formation or incorporation:____________ State of Formation:___________
Describe the business of the Entity:
________________________________________________________________________________
List the names and positions of the executive officers, managing members,
partners or trustees authorized to act with respect to investments by the
Entity generally and specify who has the authority to act with respect to
this investment.
Authority for
this investment
Name Position (yes or no)
______________________________ ________________ __________________________
______________________________ ________________ __________________________
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Accredited Investor Status for Entities.
(a) Check all boxes which apply (XXX Entities can skip this question and
go to (b)):
____ The Entity was not formed for the specific purpose of investing in the
Company.
____ The Entity has total assets in excess of $5 million dollars.
____ For Employee Benefit Plan Trusts Only: The decision to invest in the
Company was made by a plan fiduciary, as defined in Section 3(21) of
ERISA, who is either a bank, insurance company or registered investment
advisor.
(b) If you did not check the first two of the three boxes in Question (a)
or if the Entity is an Individual Retirement Account, a Self-directed Employee
Benefit Plan Trust or an Irrevocable Trust, list the name of each person who:
(i) owns an equity interest in the Entity (i.e., each shareholder
if the Entity is a corporation, each member if the Entity is a limited liability
company and each partner if the Entity is a partnership); or
(ii) is a grantor for the revocable trust or Individual Retirement
Account; or
(iii) is the person making the investment decision for a self-
directed Employee Benefit Plan Trust; or
(iv) is the person making the investment decisions for an
Irrevocable Trust.
___________________________ __________________________
___________________________ __________________________
EACH PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE COMPANY THE
ANSWERS TO THE QUESTIONS FOLLOWING THE SIGNATURE BOX BELOW AND SIGN THE WRITTEN
CONFIRMATION IMMEDIATELY FOLLOWING.
INVESTOR: The foregoing subscription is
accepted and the Company hereby
agrees to be bound by its terms.
____________________________________ AQUACELL TECHNOLOGIES, INC.
Signature of Authorized Signatory
By:______________________________
Name:_______________________________ Name:____________________________
Title:______________________________ Title:___________________________
Date:_______________________________ Date:____________________________
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Accredited Investor Questions for Entity equity owners and investment decision
makers
(a) I am an accredited investor within the meaning of Section 2(15) of the
Securities Act and Rule 501 promulgated thereunder because (check any boxes that
apply):
____ My individual annual income during each of the
two most recent years exceeded $200,000 and I
expect my annual income during the current
year will exceed $200,000.
____ If I am married, my joint annual income with
my spouse during each of the two most recent
years exceeded $300,000 and I expect my joint
annual income with my spouse during the
current year will exceed $300,000.
____ My individual or joint (together with my
spouse) net worth (including my home, home
furnishings and automobiles) exceeds
$1,000,000.
(b) The aggregate value of my assets is approximately $___________.
(c) My aggregate liabilities are approximately $___________.
(d) My current and expected income is:
YEAR INCOME
2003 (Estimated) $______________
2002 (Estimated) $______________
2001 (Actual) $______________
2000 (Actual) $______________
I hereby confirm the information set forth above is true and correct in all
respects as of the date hereof and will be on the date of the purchase of
Preferred Stock and Class A Warrants.
Date:__________________________________ __________________________________
Name:
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