EXHIBIT 3
SUBSCRIPTION AGREEMENT
PLANET POLYMER TECHNOLOGIES, INC.
1. SUBSCRIPTION. The undersigned is of legal age and hereby subscribes
for and agrees to purchase the number of common shares (the "Shares") in Planet
Polymer Technologies, Inc., a California corporation (the "Issuer"), set forth
below at a purchase price per share equal to $.05 per share (pre-reverse stock
split as described in the Information Package, or at $2.50 per share
post-reverse stock split.) The undersigned acknowledges receipt of the Private
Placement Information Package ("Information Package") dated October 19, 2004,
and hereby acknowledges that he/she has had reasonable opportunity to examine
such Information Package. Capitalized terms used herein shall have the same
meaning as in such Information Package.
2. PROCEDURE FOR ACCEPTANCE. The undersigned understands that if
his/her application is accepted, the Issuer will return to him/her a copy of the
signature page of this Subscription Agreement with the acceptance form filled
out below.
3. TERMS AND CONDITIONS. The undersigned hereby agrees to be bound by
all the terms and conditions described in the Information Package.
4. REPRESENTATIONS AND WARRANTIES. The undersigned hereby warrants and
represents to the Issuer that the following statements are true:
(a) The undersigned acknowledges that either: (i) No person has
acted as the undersigned's "Purchaser Representative" as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933 (the "Act"), as
amended, and pursuant to Section 4(2) of the Act; or (ii) (A) the undersigned
has relied upon the advice of a Purchaser Representative as to the merits of an
investment in the Issuer and the suitability of that investment in the Shares
for the undersigned; and (B) such Purchaser Representative has heretofore
confirmed to the undersigned in writing (a true and correct copy of which is
furnished to you herewith) during the course of this transaction (1) any past,
present or future material relationship, actual or contemplated, between the
Purchaser Representative and his/her or its Affiliates and the Issuer and its
respective Affiliates, and (2) any compensation received or to be received as a
result thereof.
(b) The undersigned has such knowledge and experience in financial
and business matters that he/she is capable of evaluating the merits and risks
of an investment in the Issuer or (if applicable) the undersigned and his/her
Purchaser Representative together have such knowledge and experience in
financial and business matters that they are capable of evaluating the merits
and risks of the prospective investment in the Issuer, and that such evaluation
has been made and the decisions to invest is based upon such evaluation.
(c) The undersigned has received and read and is familiar with the
Information Package, including the documents and exhibits annexed thereto and
any amendments thereof, and if he/she has so requested, all documents, records
and books pertaining to the proposed investment in the Issuer have been made
available to him/her and (if applicable) his/her Purchaser Representative.
(d) The undersigned and (if applicable) the undersigned's
Purchaser Representative have had an opportunity to ask questions of and receive
satisfactory answers from a person or persons acting on the Issuer's behalf
concerning the Issuer and the terms and conditions of an investment in the
Issuer, and all such questions have been answered to the full satisfaction of
the undersigned.
(e) The Shares for which the undersigned hereby subscribes will be
acquired for the undersigned's own account for investment and not with a view
to, or for resale in connection with, any distribution of the Shares within the
meaning of the Act and he does not now have any reason to anticipate any change
in the undersigned's circumstances or other particular occasion or event which
would cause the undersigned to sell the undersigned's Shares.
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(f) The undersigned could afford the loss of the entire investment
in the Issuer without undue financial hardship.
(g) The undersigned represents that: (i) it has been called to the
undersigned's attention, both in the Information Package and by those
individuals with whom the undersigned has dealt in connection with the
undersigned's investment in the Issuer, that the undersigned's investment in the
Issuer involves a high degree of risk which may result in the loss of the total
amount of the undersigned's investment; and (ii) no assurances are to have been
made regarding the likelihood of profitability of the Issuer.
(h) The undersigned has received no representations or warranties
from the Issuer, or its Affiliates, agents or representatives other than those
contained in the Information Package and, in making the undersigned's investment
decision, the undersigned is relying solely on the information contained in the
Information Package and investigations made by the undersigned or (if
applicable) the undersigned's Purchaser Representative.
(i) The undersigned is relying solely on his/her own legal
advisors with respect to all legal and tax issues related to his/her investment
in the Issuer.
The undersigned agrees to notify the Issuer immediately if any of the
statements made herein shall become untrue.
5. RETURN OF FUNDS. The Issuer shall have the right to accept or reject
this subscription, in whole or in part, and this subscription shall be deemed to
be accepted by the Issuer only when a copy of the signature page of this
Subscription Agreement is executed by the Issuer. Subscriptions need not be
accepted in the order received by the Issuer. Should this subscription be
rejected, or should the sale of all of the Shares not be completed, the Issuer
shall promptly return, with interest, the capital contribution enclosed
herewith.
6. RESTRICTIONS ON TRANSFER. The undersigned acknowledges that the
undersigned is aware that no market may exist for resale of the Shares and that
there are substantial restrictions on the transferability of the Shares. The
Shares have not been registered, and the undersigned has no right to require
that they be registered, under the Act or under any state securities laws, and
it is unlikely that the Shares will be so registered. The undersigned agrees
that the Shares may not be sold in the absence of registration unless such sale
is exempt from registration under the Act and any applicable state securities
laws. The undersigned also acknowledges that the undersigned shall be
responsible for compliance with all conditions on transfer imposed by any
Commissioner of Securities of any state and for any expenses incurred by the
Issuer for legal or accounting services in connection with reviewing such
proposed transfer or issuing opinions in connection therewith.
7. PRIVATE PLACEMENT QUESTIONNAIRE. The undersigned has attached to
this Subscription Agreement the Private Placement Questionnaire (and, if
applicable, the Purchaser Representative Questionnaire) which has been duly and
properly completed and executed by the undersigned (and the Purchaser
Representative, if applicable).
THE SHARES SUBSCRIBED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE
OPINION OF COUNSEL TO THE ISSUER, SUCH REGISTRATION IS NOT REQUIRED.
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IN WITNESS WHEREOF, the undersigned has subscribed to purchase 5,000,000
pre-split common Shares of Planet Polymer Technologies, Inc., and has executed
this Subscription Agreement as of the 29th day of November, 2004, at La Jolla,
California. Funds in the amount of $250,000 will be wire-transferred to the
Issuer.
WINDAMERE III, LLC
By: _________________________________ _____________________________________
Xxxxx X. Xxxxx Address
Its: Managing Member
_____________________________________
City, State and Zip Code
_____________________________________ _____________________________________
Social Security Number or Telephone No.
Federal Tax Identification Number
Name in which Shares shall be registered (please print):
WINDAMERE III, LLC
Subscription Accepted for 5,000,000 Shares
PLANET POLYMER TECHNOLOGIES, INC.
a California corporation
By: _________________________
President
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