Exhibit 1.1
ASSURE DATA, INC.
SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes for __________________________ shares of
common stock $0.001 par value per share (the "Shares"), of ASSURE DATA INC., a
Nevada corporation (the "Company"), at a purchase price of $0.50 per share, for
a total subscription of $_____________.
1. To induce the Company to accept this subscription, the undersigned
agrees to provide such information and to execute and deliver such
documents as may be necessary to comply with any and all laws and
ordinances to which the Company is subject.
2. The undersigned represents and warrants to the Company that the
undersigned is an accredited investor because one or more of the
following statements (indicated by a check marked in the box opposite
such statement) are true and correct with respect to the undersigned:
[_] (i) The undersigned is a natural person whose individual net
worth, or joint net worth with his or her spouse, exceeds
$1,000,000.
[_] (ii) The undersigned is a natural person who had an individual
income in excess of $200,000, or $300,000 jointly with his
or her spouse, in both 2001 and 2002 and who reasonably
expects an income in excess of $200,000, if an individual,
or $300,000 if jointly with his or her spouse, in the
current year.
[_] (iii)The undersigned is an institution that qualifies as an
"accredited investor," as defined in Schedule I attached
hereto.
[_] (iv) The undersigned is a director, executive officer, of the
general partner of the Company.
[_] (v)
The undersigned is a trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
Shares, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii under the Securities Act
of 1933, as amended ("Securities Act").
[_] (vi) The undersigned is an entity in which all of the equity
owners meet the criteria set forth under either (i) (ii)
(iii), (iv), or (v) above.
3. The undersigned further represents and warrants to the Company as follows:
(a) X111 information heretofore provided by the undersigned to the
Company in connection with the offering of the Shares is true,
complete, and correct in all respects as of the date hereof
(b) No representations or warranties have been made to the undersigned
by the Company or any officer, employee, shareholder, or
representative of the Company, and in entering into this transaction
the undersigned is not relying on any representation or warranty of
any person;
(c) The undersigned received or had access to all information that he,
she, or it considers necessary or advisable to enable him, her, or it
to make an informed decision concerning the Shares, and the
undersigned has had an opportunity to ask questions of and receive
answers from the Company or its designated representative concerning
the terms and conditions of this investment, and all such questions,
if any, have been answered to the full satisfaction of the
undersigned;
(d) The address set forth above in the Qualified Purchaser
Questionnaire is the true and correct residence of the undersigned and
he, she, or it has no present intention to become a resident of any
other state or jurisdiction;
(e) The undersigned understands that the Shares have not been
registered for public sale under the Securities Act or the securities
laws of any state, and further understands that the Shares have not
been approved or disapproved by the Securities and Exchange Commission
or any other federal or state agency',
(f) The undersigned (if an individual) has adequate means of providing
for his or her current needs and possible personal contingencies and
he or she has no need for liquidity of his or her investment in the
Shares;
(g) The undersigned either (i) has a pre-existing personal or business
relationship with the Company or any of its officers, directors, or
controlling persons; or (iii) has business or financial experience (or
has retained the services of a professional advisor who is not
affiliated with or compensated by the Company who has the requisite
business or financial experience) such, that the undersigned is
capable of protecting his or her own interests in connection with the
proposed purchase of Shares [for purposes of this representation, the
phrase "pre- existing personal or business relationship" includes any
relationship consisting of personal or business contacts of a nature
and duration such as would enable a reasonably prudent purchaser to be
aware of the character, business acumen, and general financial
circumstances of the person with whom such relationship exists];
(h) The undersigned is acquiring the Shares for his, her, or its own
account for investment purposes only and not with a present view to
resell or distribute it, in whole or in part; and
(1) The undersigned is aware of and fully understands each of
the following:
(i) The Shares are a speculative investment and involves a
substantial degree of risk that would result in the loss of
his her, or its entire investment in the Company;
(ii) The Company Stock will not be; and investors in the
Company have no rights to require that the Shares be,
registered under the Securities Act. There is not public
market for the Shares, it is unlikely that any public market
for the Shares will develop, the undersigned will not be
able to avail himself herself or itself of the provisions of
Rule 144 adopted by the Securities and Exchange Commission
to dispose of the Shares, and, unless registered or an
exemption from registration is available, the Shares must be
held for an indefinite period of time and the undersigned
must bear the economic risk of the investment for such
period. Accordingly, it may not be possible far the
undersigned to liquidate his, her, or its investment in the
Company; and
(iii) The certificates representing the Shares comprising
the Shares may contain one or more legends on the obverse or
reverse side thereof referencing the securities laws
restrictions noted above and arty other restriction required
by law or contractual obligation.
4. The undersigned acknowledges that he, she, or it understands the meaning
and legal consequences of the representations and warranties contained in
Paragraphs 2 and 3 above, and that the Company axed its officers,
directors, employees, and agents have relied upon such representations and
warranties, and tie, she, or it hereby agrees to indemnify and hold
harmless the Company and its officers, directors, employees, and agents
from and against any anal all loss, damage, or liability due to or arising
out of a breach of any representation or warranty of the undersigned
contained in this Subscription Agreement
5. Notwithstanding any of the representations, warranties, covenants,
acknowledgments, or agreements made herein by the undersigned, the
undersigned does not hereby or in any other manner waive any rights granted
to him, her, or it under federal or state securities laws.
6. All representations, warranties, covenants, acknowledgments, and agreements
contained in this Subscription Agreement, and the indemnification contained
in Section 4 above, shall survive the acceptance of this Subscription
Agreement by the Company.
7. The undersigned understands that this Subscription Agreement is not binding
until the Company accepts it by executing this Subscription Agreement in
the space provided below. The Company may elect either to accept or reject
this Subscription Agreement in its sole and absolute discretion.
8. The undersigned understands that, prior to acceptance by the Company of
this Subscription Agreement, the undersigned has the right to withdraw and
cancel this Subscription Agreement without penalty ox obligation.
9. This Subscription Agreement is not transferable or assignable by the
undersigned.
10. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE
CHOICE OR CONFLICT OF LAWS RULES THEREOF OR OF ANY OTHER STATE.
THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE AND SHALL BE TRUE AND CORRECT
AS OF THE DATE HEREOF AND SHALL SURVIVE THE DELIVERY AND ACCEPTANCE HEREOF TO
THE COMPANY.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this ____ day of ______________.
SUBSCRIBER:
INDIVIDUALS:
___________________________________________
Signature of Subscriber
___________________________________________
Printed or Typed Name
___________________________________________
*Signature of Spouse
___________________________________________
Printed or Typed Name
ALL OTHER ENTITIES:
___________________________________________
Name of Entity
___________________________________________
Signature of Authorized Person
___________________________________________
Printed or Typed Name
ACCEPTED this ___ day of___________________.
ASSURE DATA INC.
By:________________________________________
Xxx Xxxxx President & CEO
*Signature of spouse required only if subscriber or spouse is currently residing
in one of the following states: Arizona, California, Idaho, Louisiana, Nevada,
New Mexico, Nevada, Washington, or Wisconsin.
SCHEDULE I
INSTITUTIONAL ACREDDITED INVESTORS
The following institutions constitute "accredited investors" for purposes of
Paragraph 2(a)(iii) of the Subscription Agreement:
(1) Any bank as defined in Section 3(a)(2) of the Securities Act, or any
savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its
individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended; any insurance Company as defined in Section 2(13) of the
Securities Act; any investment Company registered under the Investment
Company Act of 1940 or a business development Company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company
licensed by the US ,Small Business Investment Act of 1958, as amended;
any employee benefit plan within, the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended, 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 adviser, 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;
(2) Any private business development Company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940; or
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, corporation, Massachusetts or similar business
trust, or Company, not formed for the specific purpose of acquiring
the Shares, with total assets in excess of $5,000,000.
