SUBSCRIPTION AGREEMENT
Date: April 01, 1999
CACTUS MULTI MEDIA I, Inc.
C/o Xxxxx Xxxxxx
Attorney at Law
0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xx. 00000
RE: Subscription for Shares
Ladies and Gentlemen:
1. Acknowledgement and Adoption. The undersigned (herein the
"Subscriber") hereby acknowledges that he has received a Confidential Private
Offering Memorandum, No. ____ , which includes, among other things, pertinent
financial and business information regarding CACTUS MULTI MEDIA I, Inc. (the
"Company") and its present operations, together with all such other information
as has been requested by him from the Company (all of which information
Subscriber acknowledges he has read and understands) so that the undersigned may
properly make an informed investment decision concerning the subscription for
the Company's securities pursuant to which this Agreement is being made.
Subscriber further acknowledges that, except as specifically set forth herein or
in the information provided to him by the Company, no representations or
warranties have been made to the undersigned, or to his advisers by the Company
or by any officer, director, employees or by any person acting in the Company's
behalf, and the undersigned has not relied upon any information concerning this
Offering, written or oral, other than that provided by the Company.
2. Subscription. Subscriber irrevocably Subscribes for and agrees to
purchase the number of Shares referred to on the signature page of this
Agreement under the conditions described herein. Subscriber delivers herewith a
check in the amount required to pay for his Subscription as indicated in the
"Instructions for Completion of Subscription Agreement" attached hereto.
3. Escrow Provisions. Since this offering is being conducted on a
strict "best efforts" basis, all funds of Subscribers will be immediately
deposited with the Company and will NOT be segregated in a special escrow
account. See "RISK FACTORS." All proceeds from this Offering shall be used by
the Company as set forth under the caption "USE OF PROCEEDS" in the Confidential
Private Offering Memorandum.
4. Subscription Not Binding Until Accepted. This Subscription is not
binding on the Company until it is accepted as evidenced by the signature of an
authorized officer of the Company. The Company had the right to reject this
Subscription in whole or in part for any reason whatsoever. In the event of
rejection of this Subscription, the Company will promptly returned to the
Subscriber by mail, a check in the amount paid by the Subscriber without
interest thereon or deduction for expenses, and this Subscription Agreement
shall thereafter have no further force or effect.
5. Subscriber Representations, Warranties and Covenants.
Subscriber hereby acknowledges, represents and warrants to, and agrees with, the
Company and any other persons acting as selling agents as follows:
(a) The Subscriber is acquiring the Share for his own account, as
principal, for investment and not with a view to resale, distribution or
fractionalization in whole or in part, and has no present agreement,
understanding or arrangement to subdivide, sell, assign, or otherwise dispose of
all or any part of the shares;
(b) The Subscriber acknowledges his understanding that the Offering and
sale of the Shares is intended to be exempt from registration under the
Securities Xxx 0000 (the "Securities Act") by virtue of Section 4(2) of the
Securities Act Regulation D adopted thereunder, and Rule 504 in particular, that
except for purchasers who are foreign residents or residents of states where
this offering has been qualified for trading, the Shares can not be sold,
pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act or an exemption from such registration is
available. The Subscriber also understands that sales or transfers of his a
Shares may be further restricted by the provisions of certain state securities
laws;
(c) The Subscriber further understands and agrees that the Company
shall be under no obligation whatsoever to include any of said Shares in any
future registration statement filed under the Securities Act and that,
consequently, except for foreign residents and residents of states where this
offering has been qualified for trading, the sale or transfer thereof in the
future will be subject to significant restrictions as provided under the
Securities Act and certain state securities laws;
(d) The Subscriber (i) by himself or together with his advisor(s), has
such knowledge and experience in financial, business and tax matters that the
Subscriber is capable of evaluating the merits of the prospective investment in
the Company and making an investment decision with respect to the Company; and
(ii) Subscriber is able to bear the risk of this investment;
(e) The Subscriber has been given the opportunity to ask questions of,
and receive answers from, the officers and directors of the Company or the
Company's representatives concerning the terms and conditions of this Offering
and other matters pertaining to this investment, and has been given the
opportunity to obtain any additional information which the Company possesses or
can acquire without unreasonable effort or expense that is necessary to verify
the accuracy of the information provided;
(f) Other than the information contained in the aforesaid Confidential
Private Offering Memorandum, or other information, if any, given to the
Subscriber as described herein, no representations or warranties have been made
to the undersigned by the Company or any other person in connection with this
Offering, or any officer, employee, agent, affiliate or subsidiary of any of
them;
(g) If the Subscriber is a corporation, partnership, trust or other
entity, it is authorized and qualified to purchase the securities indicated in
this Subscription Agreement and authorized to make its capital contribution to
the Company and otherwise to comply with its obligations under this Subscription
Agreement, and the person signing this Subscription Agreement on behalf of such
entity had been duly authorized by such entity to do so;
(h) If the Subscriber is an individual, he is over 21 years of age and
is a citizen and resident of the state or country indicated herein; or, if the
Subscriber is a partnership, trust or other entity, each equity owner of such
entity is over 21 years of age and a citizen of the country indicated herein; or
if the Subscriber is a corporation, it is duly organized under the laws of the
country set forth herein and if of the United States then also of the state set
forth herein;
(i) Any information which the Subscriber has heretofore furnished to
the Company in the Purchaser Questionnaire and in this Subscription Agreement,
including information with respect to his financial position, investment
objectives and business experience, is correct and complete as of the date of
this Subscription Agreement and if there should be any material change in such
information prior to his purchase of the Shares herein, he will immediately
furnish such revised or corrected information to the Company;
(j) ALL SUBSCRIBERS HERETO WHO ARE NEW YORK INVESTORS ARE REQUIRED TO
REPRESENT THAT THEY UNDERSTANT THAT THE OFFERING MAY BE MADE ONLY TO THOSE
NON-ACCREDITED RESIDENTS OF NEW YORK WHO (i) HAVE A NET WORTH ( ALONE OR JOINTLY
WITH A SPOUSE, BUT EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES ) OF THREE
TIMES THE AMOUNT OF INVESTMENT AND AN ADJUSTED GROSS INCOME ( ALONE OR JOINTLY
WITH A SPOUSE ) OF $75,000 OR (ii) A NET WORTH (ALONE OR JOINTLY WITH A SPOUSE,
BUT EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES) OF 5 TIMES THE AMOUNT OF THE
INVESTMENT. FURTHER, BY SIGNING BELOW ALL NON-ACCREDITED NEW YORK INVESTORS
CONFIRM THAT THEY MEET THE FOREGOING CRITERIA FOR INVESTMENT:
-----------------------------------
(signature by New York residents only)
6. Indemnity. The Subscriber agrees to indemnify and hold harmless the
Company, its officers and directors or any other persons participating in the
sale of Shares against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against litigation
commenced or threatened or with respect to any claim) arising out of or based
upon any breach of or failure by the Subscriber herein or in any other document
furnished by the Subscriber to any of the foregoing in connection with this
transaction.
7. Modification. Neither this Subscription Agreement nor any provisions
hereof shall be modified, changed, discharged or terminated except by an
instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.
8. Revocability. Except as may be required by law in certain
jurisdictions, this Subscription Agreement is irrevocable and when signed, may
not be withdrawn by the Subscriber in whole or in part without the consent of
the Company.
9. Notices. All notices, consents, requests, demands, offers, reports
and other communications required or permitted to be given pursuant to this
Subscription Agreement shall be in writing and shall be considered properly
given or made when personally delivered to the party entitled thereto, or when
sent by United States mail in a sealed envelope, with postage prepaid,
addressed, if to the Company, to the address given above, and if to the
Subscriber, to the address set forth opposite the Subscriber's signature on the
counterpart of this Subscription Agreement that he originally executed and
delivered to the Company. The Company may change its address by giving notice to
all Subscribers.
10. Counterparts. This agreement may be executed in counterpart copies,
each of which shall be considered an original and all of which constitutes one
and the same instrument binding on all the parties, notwithstanding that all
parties are not signatories to the same counterpart.
11. Successors and Assigns. This Subscription Agreement and all of the
terms and provisions hereof shall be binding upon and inure to the benefit of
the parties and their respective heirs, executors, administrators, successors,
trustees, legal representatives and assigns. If the Subscriber is more than one
person, the obligations of the Subscriber shall be joint and several and the
agreements, representations warranties and acknowledgements herein contained
shall be deemed to be made by and be binding upon each such person and his
heirs, executors, administrators, successors, representatives and assigns.
12. Assignability. This Subscription Agreement is not transferable by
the Subscriber.
13. Applicable Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
INVESTORS QUESTIONAIRE
THIS QUESTIONNAIRE MUST BE COMPLETED BY ALL SUBSCRIBERS TO THIS OFFERING. THE
INFORMATION CONTAINED HEREIN WILL BE KEPT IN STRICT CONFIDENCE AND IS REQUIRED
IN ORDER TO ESTABLISH AND CONFIRM THE COMPANY'S COMPLIANCE WITH APPLICABLE
PROVISIONS OF FEDERAL AND STATE SECURITIES LWAS AS THEY RELATE TO THIS OFFERING.
NO SUBSCRIPTION WILL BE CONSIDERED UNLESS THIS QUESTIONNAIRE IS COMPLETED AND
RETURNED WITH THE SUBSCRIPTION DOCUMENTS.
PLEASE ANSWER ALL QUESTIONS AS COMPLETELY AS POSSIBLE. IF YOU NEED ADDITIONAL
SPACE FOR THE ANSWER TO ANY QUESTIONS PLEASE ATTACH SEPARATE SHEETS WITH THE
QUESTION BEING ANSWERED CLEARLY MARKED THEREON. IF YOU BELIEVE THAT ANY QUESTION
DOES NOT APPLY TO YOU OR TO YOUR CIRCUMSTANCES PLEASE XXXX THE SPACE PROVIDED
FOR AN ANSWERS "N/A" OR "NOT APPLICABLE."
IF THIS INVESTMENT IS MADE IN MORE THAN ONE NAME, PLEASE COMPLETE THIS
QUESTIONNAIRE FOR EACH PERSON MAKING THE
INVESTMENT. IF THIS INVESTMENT IS BEING MADE BY A PARTNERSHIP, PLEASE COMPLETE
THIS QUESTIONNAIRE FOR EACH PARTNER. IF THIS INVESTMENT IS BEING MADE BY A
CORPORATION, PLEASE COMPLETE THIS QUESTIONNAIRE FOR EACH OFFICER AND DIRECTOR.
================================================================================
Please provide the following general information:
General Biographical Information:
-------------------------------- ----------------------------------
Name Home Address - No. and Street
-------------------------------- ----------------------------------
Social Security No. Federal City and State or Country
Taxpayer I.D. No.
--------------------------------
1. Are you a U.S. Citizen? ________ Yes _________ No
If "No" what country are you a citizen of? ___________________________
2. Do you have a residence in the U.S.? _______ Yes _________ No
If "Yes," where? ____________________________
3. Do you have any formal education beyond
High School level or its equivalent? ________ Yes _________ No
If "Yes," please specify:
a) number of years of formal education: ____________________________
b) degree(s) received - include year: ____________________________
____________________________
4. What is your occupation? ____________________________
5. Name of Employer(s) during past 5 years? ____________________________
____________________________
____________________________
6. What is your martial status? ____________________________
7. What is your age at your most recent birthday? _____________________________
General Financial Information:
8. Your present total net worth is ____ less than $100,000US
____ over $100,000US but less than $500,000US
____ over $500,000US but less than $1,000,000US
____ over $1,000,000US
9. During the past two (2) years, your annual
income was: ____ less than $1000,000US
____ over $100,000US but less than $200,000US
____ over $200,00US
10. During the present year, you expect your
annual income will be: ____ less than $100,00US
____ over $100,000US but less than $200,000US
____ over $200,00US.
11. Are the funds being used for this investment
borrowed? ______ Yes ______ No
If "Yes," from where? ___________________________________
12. Do you presently anticipate a need for any part of the
funds being invested during the next 3 years? _______ Yes ______ No
13. Does anyone contribute to your support or do you have any other source of
income other than as stated above?
Note: The answer to this question is optional
and will be used to evaluate your ability to
bear the economic risk of this investment only. ________ Yes _______ No
If "Yes," what is the source of this additional
income and how much do you expect it to be
on an annual basis? _________________________________
_________________________________
General Investment Information:
14. Have you ever invested in a private placement
of securities before? ___________ Yes _________ No
If "Yes," how much such investments have you made
during the past 5 years and what were the amounts
invested? ___________________________________
___________________________________
___________________________________
15. Do you invest in the stock market? _______ Yes ______ No
If "Yes," at present, your total investments
equal: _____ Less than $25,000US
_____ over $25,000US but less than $100,000US
_____ over $100,000US but less than $250,000US
_____ over $250,000US
16. In connection with your subscription for Shares herein, has anyone made
you any promise about when you will be able to sell the Shares or were you
made any promise about the price at which you may, in the future, be
able to sell the Shares? _____ Yes _____ No
If "yes" please explain: ______________________________________
______________________________________
______________________________________
After completing the above questions, please sign this questionnaire below and
return it with your subscription documents.
Dated: April ____, 1999
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Signature
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement this ___day of April 1999.
Name of Investor (Please Print): Signature of Investor:
------------------------------ -----------------------------------
Name of Investor (if joint subscriber) Signature of Investor (if joint
subscriber):
------------------------------ -----------------------------------
Investor's Resident Address: Amount Subscribed For:
------------------------------ -----------------------------------
______________________________ (Number of Shares)
Social Security Number and/or $__________________________________
Taxpayer identification Number: ___________________________________
(Amount in Words)
----------------------------
If a Corporation:
Country of Incorporation:___________
State: of Incorporation: ___________
If a Partnership:
Countries of citizenship of members:
__________________________________
__________________________________
Countries of residence of members:
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This Subscription Agreement is Accepted this __ day of April, 1999:
COMPANY:
CACTUS MULTI MEDIA I, INC.
By: __________________________
X X Xxxxxxx, President
