Exhibit 4.10
SUBSCRIPTION AGREEMENT
AND RESIDENCY DECLARATION
INFORETECH WIRELESS TECHNOLOGY INC. ("inFOREtech")
Re: Subscription Agreement for Common Shares
Gentlemen:
I, Xxxxx Xxxxxxxx, hereby subscribe for and agree to purchase 222,223
shares of inFOREtech (the "Shares") at a price of US$4.50 per share, to be
recorded in my name at the address set out below. A certified cheque or bank
draft in the amount of $1,000,003.50 payable to inFOREtech for the Shares is
attached.
This investment is based upon the following terms:
1. Warranties. In connection with my subscription, I represent and warrant
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that:
(a) I am a natural person over the age of 21 years; or
(b) I have had an opportunity to ask questions of the principals or
representatives of inFOREtech;
(c) I, individually or together with others on whom I rely, have such
knowledge and experience in financial and business affairs that I
have the capability of evaluating the merits and risks of my
investment as contemplated herein;
(d) I am financially responsible and able to meet my obligations
hereunder and acknowledge that this investment is by its nature
speculative; and
(e) inFOREtech has made all disclosure and documents pertaining to
this investment available to me and, where requested, to my
attorney, accountant and investment adviser.
2. Suitability. I represent that:
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(a) I either:
(i) have such knowledge and experience in financial business
matters that I am capable of evaluating the merits and risks
of my investment herein and as contemplated hereafter or,
(ii) together with the purchaser representative, if any, named
below, have such knowledge and experience in financial and
business
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matters that I am capable of evaluating the merits and risks
of my investment herein and as contemplated hereafter;
(b) I relied on my own legal counsel or elected not to rely on my
counsel despite inFOREtech's recommendation that I rely on my own
legal counsel;
(c) I am able to bear the economic risk of such investment;
(d) I am a director of inFOREtech; and
(e) I understand that my investment in inFOREtech is speculative and
involves a high degree of risk of loss by me of my entire
investment in inFOREtech.
3. Residency Declaration. I represent and warrant that I am a resident of the
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jurisdiction indicated below insofar as I occupy a dwelling located within the
jurisdiction and intend to remain within the jurisdiction for an indefinite
period of time.
4. No Registration. I understand that this offering is not registered but is
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being sold pursuant to an exemption from registration and regulations under the
Securities Act of 1933, as amended, under Sections 3(b), 4(2) and/or 4(6) (as
applicable) and pursuant to the analogous State statutes and pursuant to the
exemptions from the registration and prospectus requirements contained within
sections 35(5) and 72(1)(d) of the Ontario Securities Act. I further acknowledge
that inFOREtech is not a reporting issuer in Ontario and accordingly the shares
are subject to trading restrictions in Ontario.
5. Accredited Investor. I am an accredited or exempted investor based on the
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qualifications below:
(a) A person who purchases at least $150,000 worth of common stock,
if such purchase price does not exceed 20% of my net worth
(including the net worth of my spouse) at the time of purchase
("net worth") meaning the excess of all assets over all
liabilities under special provision for valuation of the
principal residence of myself;
(b) Any natural person whose individual net worth* or joint net
worth* with that person's spouse, at the time of purchase exceeds
$1,000,000;
(c) Any natural person who had an individual income** not including
the income of my spouse (even if they are purchasing Shares as
joint tenants or tenants in common), in excess of $200,000 in
each of the two most recent years and who reasonably expects an
income in excess of $200,000 in the current year;
(d) Any business development company as defined in section 2(a)(48)
of the
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Investment Company Act of 1940; or any Small Business Investment
Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Administration Act of
1958;
(e) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(f) Any director, executive officer or general partner of inFOREtech
of the securities being offered or sold, or any director,
executive officer or general partner of a general partner of that
issuer;
(g) Any entity in which all of the equity owners arc accredited
investors under paragraphs (b), (c), (d), (e) or (f) above.
* For this purpose, a person's net worth is the excess of all of the person's
assets over all of the person's liabilities. For the purpose of determining
a person's net worth, the principal residence owned by an individual shall
be valued either at (A) cost, including the cost of improvements, net of
current encumbrances upon the property or (B) the appraised value of the
property as determined upon a written appraisal used by an institutional
lender making a loan to the individual secured by the property including
the cost of subsequent improvements net of current encumbrances upon the
property. For the purpose of this provision "institutional lender" means a
bank, Savings and Loan association, industrial loan company, credit union
or personal properly broker or a company whose principal business is as a
lender upon loans secured by real property and which has such loans
receivable in the amount of $2,000,000 or more.
** For this purpose, a person's income is the amount of his individual
adjusted gross income (as reported on a federal income tax return),
increased by the following amounts. (a) any deduction for a portion of long
term capital gains (Section 1202 of the Internal Revenue Code (the "Code");
(b) any deduction for depletion (Section 611 et seq. of the Code); (c) any
exclusion for interest on tax exempt municipal obligations (Section 103 of
the Code); and (d) any losses of a partnership allocated to the individual
limited partner (as reported on Schedule F of Form 1040).
6. Residents of Ontario
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As a resident of Ontario, I acknowledge (and undertake) that:
(a) no prospectus has been filed by inFOREtech with the Ontario
Securities Commission (the "Commission") in connection with the
issuance of the Securities;
(b) the issuance of the Securities is to be by way of exemptions
from the registration and prospectus requirements under Sections
35(5) and 72(1)(d) of the Securities Act of Ontario (the "Act");
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(c) I will be the beneficial owner of the Shares and am purchasing
as principal for my own account, not as a nominee or agent, and
no other person, corporation, firm or other organization will
have a beneficial interest in the Shares;
(d) the offer of the Shares was not accompanied by an advertisement
or other form of promotion;
(e) I further acknowledge that as a result of the Shares being
distributed under exemptions from the registration and prospectus
requirements of the Act:
(i) I am restricted from using most of the civil remedies
available under the Act and the Securities Act Rules (the
"Rules");
(ii) I may not receive information that would otherwise be
required to be provided to him under the Act and the Rules;
and
(f) inFOREtech is relieved from certain obligations that would
otherwise apply under the Act and the Rules;
(g) the right to resell or transfer the Shares is restricted and in
accordance with legislation and policies currently in force in
Ontario, may only take place in the following circumstances:
(i) I have filed with the Commission and obtained receipts for
a preliminary prospectus and prospectus in respect of the
trade; or
(ii) I have obtained an order from the Executive Director
exempting the resale or transfer from the registration and
prospectus requirements of the Act or the Rules; or
(iii) the trade qualifies under an exemption from the
registration and prospectus requirements of the Act or the
Rules; or
(iv) the Shares are listed and posted for trading on a stock
exchange recognized for this purpose by the Commission and
have been held at least one year from the date of the
initial exempt trade or the date inFOREtech became a
reporting issuer, whichever is later, or
(v) the Shares have been held at least eighteen months from
the date of the initial exempt trade or the date the
issuer became a reporting issuer, whichever is later; and
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(vi) I file a report within ten days prepared and executed in
accordance with the regulations
and, provided that no unusal effort is made to prepare the market
or to create demand for such securities and no extraordinary
commission or consideration is paid in respect of such trade.
8. Regulatory Determination. No federal, provincial or state agency has made
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any determination as to the fairness of the offering for investment purposes, or
any recommendations or endorsement of this investment.
9. Miscellaneous.
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(a) This Agreement shall be governed by a construed in accordance
with the laws of Nevada.
(b) The provisions of this Agreement may not be modified or waived
except as agreed between both parties in writing.
(c) The headings contained in this Agreement are for convenient
reference only, and they shall not limit or otherwise affect the
interpretation of any term or provision hereof.
(f) if any one or more of the provisions contained in this
subscription should be invalid, illegal or unenforceable in any
respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any
way be affected or impaired thereby in any other jurisdiction and
the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or
impaired thereby.
I hereby execute this Subscription Agreement as of the date shown below
(the "Effective Date") and hereby deliver to inFOREtech the consideration
required hereunder.
Social Security or Tax I.D. No.:_______________________________
Place of Residence: Kanata Ontario
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Mailing Address: Xxxxx Xxxxxxxx
Chairman / CEO
Corporate Headquarters
Telexis Corporation
Tower B, Suite 330
000 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx X0X 0X0
Subscription Date: July , 2000.
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Consideration Tendered: US$1,000,003.50
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XXXXX XXXXXXXX /s/ Xxxxx Xxxxxxxx
_________________________ ______________________________
Name of Investor Signature
(Printed or Typed)
ACCEPTED AND AGREED TO as of the Effective Date set forth above:
inFOREtech WIRELESS TECHNOLOGY INC.
By:_______________________________
Authorized Officer
