EXHIBIT 99.3
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING
SIGNIFICANT REPRESENTATIONS ARE
CALLED FOR HEREIN
SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT INTENT
BJO Enterprises Ltd.
0000 Xxxxxxxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Gentlemen:
The undersigned hereby tenders this subscription and applies for the
purchases _____ of Warrants upon the terms and conditions set forth below.
A check or wire transfer payable to the Company in the amount of
$_______ for such purchase, at a price of $0.10 per Warrant, is delivered
herewith.
The undersigned understands that the Company has the right to reject any
subscription for the Warrants for any reason and that the Company will promptly
return the funds delivered herewith if this subscription is rejected. By
execution below, the undersigned acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws.
1. The undersigned acknowledges and represents as follows:
(a) That the undersigned has received, carefully reviewed and is
familiar with the Company's Form 10-SB, dated January 20, 1998
and the Exhibits thereto, as supplemented (the "Form SB-10");
(b) That the undersigned believes it, either alone or with the
assistance of its professional advisor, has such knowledge and
experience in financial and business matters that it is capable
of reading and interpreting the Form 10-SB and evaluating the
merits and risks of the prospective investment in the warrants
and has the net worth to undertake such risks;
(c) That the undersigned has obtained, to the extent it deems
necessary, professional advice with respect to the risks
inherent in the investment in the Warrants, and the suitability
of the investment in the Warrants in light of its financial
condition and investment needs;
(d) That the undersigned believes that the investment in the
Warrants is suitable for it based upon its investment objectives
and financial needs, and the undersigned has adequate means for
providing for its current financial needs and contingencies and
has no need for liquidity of investment with respect to the
Warrants;
(e) That the undersigned has been given access to full and complete
information regarding the Company and has utilized such access
to its satisfaction for the purpose of obtaining information in
addition to, or verifying information included in, the Form
SB-10, and that the undersigned has either met with or been
given reasonable opportunity to meet with officers of the
Company for the purpose of asking questions of, and receiving
answers from, such officers concerning the terms and conditions
of the offering of the Warrants and the proposed business and
operations of the Company and to obtain any additional
information, to the extent reasonably available.
(f) That the undersigned recognizes that the Warrants as an
investment involve a high degree of risk including, but not
limited to, the risk of economic losses from operations of the
Company and the total loss of its investment.
(g) That the undersigned recognizes that any financial projections,
assumptions or estimates included in or referred to in the Form
10-SB or otherwise delivered or communicated to the undersigned
are not statements of fact and that no representation of
warranties made, by the Company or any officer, director,
shareholders, employee or agent thereof, with respect to the
accuracy of such projections, assumptions or estimates with
respect to the future operations or the amount of any future
income or loss of the Company.
(h) That:
1. the operating results, predictions, estimates
and projections contained in the Company's
financial projections are for illustrative
purposes only and are based upon certain
assumptions and events over which the Company
has only partial or no control;
2. variations in such assumptions, including sales,
costs, selling expenses, general and
administrative expenses, development expenses,
regulatory matters, consumer acceptance and
competitive developments could significantly
affect the projections;
3. to the extent that assumed events do not
materialize, the outcome will vary substantially
from that projected; and
4. there are a number of other factors and risks
which could cause actual results to be
substantially less than projected.
2. The undersigned has been advised that the Warrants are not being
registered under the Securities Act of 1933 or the relevant state securities
laws but are being offered and sold pursuant to exemptions from such laws and
that the Company's reliance upon such exemptions is predicated in part on the
undersigned's representations as contained herein. The undersigned represents
and warrants that the Warrants are being purchased for its own account and for
investment and without the intention of reselling or redistributing the same,
that it has made no agreement with others regarding any of such Warrants and
that its financial condition is such that it is not likely that it will be
necessary to dispose of any of the Warrants in the foreseeable future. The
undersigned is aware that, in the view of the Securities and Exchange
Commission, a purchase of Warrants with an intent to resell by reason of any
foreseeable specific contingency or anticipated change in market value, or any
change in the condition of the Company, or in connection with a contemplated
liquidation or settlement of any loan obtained for the acquisition of the
Warrants and for which the Warrants were pledged as security, would represent an
intent inconsistent with the representations set forth above. The undersigned
further represents and agrees that if, contrary to its foregoing intentions, it
should later desire to dispose of or transfer any of the Warrants in any manner,
it shall not do so without first obtaining (1) the opinion of counsel to the
Company that such proposed disposition or transfer lawfully may be made without
the registration of such Warrants pursuant to the Securities Act of 1933, as
then amended, and applicable state securities laws, or (2) such registration (it
being expressly understood that the Company shall not have any obligation to
register the Warrants for such purpose).
3. The undersigned represents and warrants that it is a bona fide
resident of, and is domiciled in, the State of ___________________ and, if any
entity, that its executive offices are located in the State of ________________,
and that the Warrants are being purchased by it in its name solely for its own
beneficial interest and not as nominee for, or on behalf of, or for the
beneficial interest of, or with the intention to transfer to, any other person,
trust or organization.
4. The undersigned represents and warrants that he/she meets one of the
following two standards (initial one or both):
(a) _____ I certify that I have a net worth, exclusive of home,
furnishings and automobiles, of at least $100,000, and/or
(b) _____ I certify that I have a net worth, exclusive of home,
furnishings and automobiles, of at least $60,000, plus an annual
gross income for the previous year of at least $60,000 and who
expect to have income of at least $60,000 in each of the next
three years.
6. The undersigned, if other than an individual, makes the following
additional representation:
(a) this Agreement has been duly authorized by all necessary action
on the part of the undersigned, has been duly executed by an
authorized officer or representative of the undersigned, and is
a legal, valid and binding obligation of the undersigned
enforceable in accordance with its terms.
8. MANNER IN WHICH TITLE IS TO BE HELD. (check one)
(a) _____ Individual Ownership
(b) _____ Community Property
(c) _____ Joint Tenants with Right of Survivorship (both parties
must sign)
(d) _____ Tenants in Common
Dated: ____________________, 1998
INDIVIDUAL INVESTORS ENTITY INVESTORS
_______________________________
Name of Entity, if any
_______________________________
Signature (individual)
By ____________________________
*Signature
_______________________________ Its ___________________________
Signature Title
(all record holders should sign)
_______________________________ _______________________________
Name(s) Typed or Printed Name Typed or Printed
_______________________________ _______________________________
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
_______________________________ _______________________________
City, State and Zip Code City, State and Zip Code
_______________________________ _______________________________
Tax Identification or Tax Identification or
Social Security Number Social Security Number
_______________________________ _______________________________
Phone Number Phone Number
* If Warrants are being subscribed for by any entity, the
Certificate of Signatory must also be completed.
WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT AND THE SUBSCRIBER'S CHECK
(PAYABLE TO BJO ENTERPRISES LTD) SHOULD BE DELIVERED TO THE COMPANY AT
0000 Xxxxxxxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
ACCEPTANCE:
The attached subscription is hereby accepted as of ___________________,
1998.
BJO Enterprises Ltd.
By: ___________________________________
Its: __________________________________
CERTIFICATE OF SIGNATORY
(To be completed if Warrants are being subscribed for by an entity)
I, _______________________________ the ___________________________ of
____________________________________ (the "Entity"), hereby certify that I am
empowered and duly authorized by the Entity to execute and carry out the terms
of the Subscription Agreement and Letter of Investment Intent and to purchase
the Warrants, and certify further that the Subscription Agreement and Letter of
Investment Intent has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this __________ day of _________,
19____.
_______________________________
(Signature)
_______________________________
(Printed Name/Title)
