SUBSCRIPTION AGREEMENT
Golf Product Technologies, Inc
0000 XX 00xx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Xx. Xxx Xxxxxxx
Re: Purchase of Common Stock pursuant to Rule 504 offering
Gentlemen:
1. (a) The undersigned hereby subscribes for ____________
shares of Common Stock, par value $0.0001 per share (the
"Securities") of Golf Product Technologies, Inc. (the "Company" at a
purchase price of $0.02 per share for a total purchase price of
$____________.
(b) A check in the amount of the undersigned's entire
purchase price for the Securities is enclosed herewith. I understand
that such payment will be returned, without deduction and without
interest, in the event that this subscription is not accepted by the
Company or the private placement of the Securities (the "Private
Placement") is withdrawn or otherwise does not close.
2. To induce the Company to accept this subscription, the
undersigned hereby agrees that within five (5) days after receipt of
written request from the Company, the undersigned will provide such
information and execute and deliver such documents as the Company may
reasonably request to comply with any and all laws and ordinances to
which the Company may be subject, including, without limitation, the
securities laws of the United States of America or any other
jurisdiction.
3. Residents of Florida acknowledge that these securities
have not been registered under the Florida Securities Act in reliance
upon exemption provisions contained therein. Pursuant to Section
517.061(11)(a)(5) of the Florida Securities and Investor Protection
Act (the "Florida Act") each Florida resident who's offer to purchase
shares has been accepted by the Company shall have the right to
withdraw his/her acceptance, without incurring any liability to the
Company, within three (3) business days from the date of receipt by
the subscriber of the Company's acceptance of the subscriber's
subscription agreement. To accomplish this withdrawal, a subscriber
need only send a letter or telegram indicating his/her intention to
withdraw to the Company at the address or telephone number printed
above. Any telegram or letter should be sent or postmarked prior to
the end of the third business day. A letter should be mailed by
certified mail, return receipt requested, to ensure its receipt and
to evidence time of mailing. Any oral requests should be confirmed in
writing.
4. To induce the Company to accept this subscription, the
undersigned hereby represents, warrants and agrees that:
(a) The information provided by the undersigned in the
Confidential Purchaser Questionnaire enclosed herewith, and any other
information provided to the Company by the undersigned, is true and
correct in all material respects as of the date hereof and will be
true and correct in all material respects as of the Closing (or, if
there have been any changes in such information since the date the
Confidential Purchaser Questionnaire or such other information was
furnished to the Company, the undersigned has advised the Company in
writing of such changes).
(b) The undersigned, if an individual, is over 21 years
of age, and the address set forth below is the true residence and
domicile of the undersigned, and the undersigned has no present
intention of becoming a resident or domiciliary of any other state or
jurisdiction. If a corporation, trust, partnership or other entity,
the undersigned has its principal place of business at the address
set forth below.
(c) The undersigned has had an opportunity to ask
questions of and receive answers from the Company concerning the
Company and all other matters pertinent to an investment in the
Securities, and all such questions have been answered to the full
satisfaction of the undersigned. The undersigned has been given
access to the Company's books and records and all other documents and
information that the undersigned has requested relating to an
investment in the Securities.
(d) In entering into this transaction, the undersigned is
not relying upon any information other than the results of the
undersigned's own investigation.
(e) The undersigned understands that the Securities have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under any state blue sky or securities law, in
reliance on exemptions thereunder, that they have not been approved
or disapproved by the Securities and Exchange Commission or by any
other federal or state authority or agency of any jurisdiction, and
that no such authority or agency has passed on the accuracy or
adequacy of any information received by the undersigned.
(f) The undersigned is acquiring the Securities for the
undersigned's own account, for investment purposes only, and not for,
with a view to or in connection with any resale or other distribution
thereof, in whole or in part.
(g) The undersigned has not employed or dealt with a
broker or finder, or any other similar person or entity who may be
entitled to compensation, in connection with this proposed purchase
of the Securities.
(h) The undersigned has carefully considered and has, to
the extent he believes appropriate, discussed with his professional
legal, tax and financial advisors the suitability of an investment in
the Company for his particular tax and financial situation and has
determined that the Securities are a suitable investment for him.
(i) The undersigned (either alone, or, if the undersigned
in the undersigned's Confidential Purchaser Questionnaire designated
one or more Investor Representatives, together with such Investor
Representative(s)) has such knowledge and experience in financial and
business matters that the undersigned is capable of evaluating the
merits and risks of an investment in the Company.
(j) The undersigned is an "accredited investor," as such
term is defined in Rule 501 promulgated by the Securities and
Exchange Commission under the Securities Act.
(k) The undersigned acknowledges and understands that:
(i) The Securities are a speculative investment and
involve substantial risks.
(ii) The Company has limited financial resources and
operating history.
(iii) The Securities will constitute "restricted
securities" within the meaning of Rule 144 promulgated under the
Securities Act; there are substantial restrictions on the
transferability of the Securities; there will be no public market for
the Securities; the Securities cannot be resold unless they are
registered under the Securities Act or unless an exemption from
registration is available; Rule 144 is not now available to provide
an exemption for resale of the Securities because the Company is not
required to file, and does not file, current reports under the
Securities Exchange Act of 1934, as amended, and because information
concerning the Company substantially equivalent to that which would
be available if the Company were required to file such reports is not
now publicly available; the Company may become a reporting entity at
some future date, but no assurance can be given that it will do so;
and accordingly, it may not be possible for the undersigned to
liquidate the undersigned's investment in the Securities when the
undersigned wants to do so.
(l) The undersigned is able:
(i) to bear the full economic risk of an investment
in the Securities;
(ii) to hold the Securities indefinitely; and
(iii) to afford a complete loss of the undersigned's
investment in the Securities.
(m) If this Subscription Agreement is executed and
delivered on behalf of a partnership, corporation, trust or other
entity,
(i) the execution and delivery of this Subscription
Agreement, the Confidential Purchaser Questionnaire and any other
instruments executed and delivered on behalf of such partnership,
corporation, trust or other entity, and the purchase of the
Securities by such entity, have been duly authorized;
(ii) this Subscription Agreement is binding upon such
partnership, corporation, trust or other entity; and
(iii) such partnership, corporation, trust or other
entity was not formed for the specific purpose of investing in the
Company.
5. The undersigned acknowledges that the undersigned
understands the meaning and legal consequences of the representations
and warranties contained in paragraph 3 hereof, and that the Company
intends to rely upon them. The undersigned hereby agrees to
indemnify and hold harmless the Company and each director, officer or
agent thereof from and against any and all losses, damages,
liabilities and expenses arising out of or in connection with any
breach of, or inaccuracy in, any representation or warranty of the
undersigned, whether contained in this Subscription Agreement or
otherwise.
6. The undersigned hereby agrees that the Company or its
transfer agent(s) may maintain "stop transfer" orders with respect to
the Securities and that in addition to any other legends which
counsel for the Company shall deem necessary or desirable to cause
the sale of the Securities to the undersigned to be exempt under the
blue sky or securities laws of any state, each of the Securities will
bear a conspicuous legend in substantially the following form:
The securities represented hereby have not been
registered under the Securities Act of 1933, as
amended (the "Securities Act"), or under the
provisions of any applicable state securities
laws, and may not be sold, pledged, hypothecated
or otherwise transferred unless (i) a
registration statement with respect thereto is
effective under the Securities Act or (ii) the
Company has received an opinion of counsel
reasonably satisfactory to the Company that such
registration is not required.
7. (a) It is understood that this Subscription Agreement is
not binding on the Company until the Company accepts it, which
acceptance is at the sole discretion of the Company, by executing
this Subscription Agreement where indicated. The Company will have
the right to reject this Subscription Agreement, in whole or in part,
and will not be obligated to allocate the Securities among
subscribers pro rata in the event of an over-subscription. This
Subscription Agreement will be null and void if the Company does not
accept it. If the Company does not accept this Subscription
Agreement, any payment tendered by the undersigned herewith will be
returned to the undersigned without interest, and the Company and the
undersigned will have no further obligation to each other hereunder.
(b) It is understood that the Company will have the right
to terminate or withdraw the Private Placement at any time. The
undersigned also understands that there is no aggregate minimum
dollar level of accepted subscriptions required as a condition to the
Closing. In the event that the Private Placement is withdrawn or
otherwise does not close as to the undersigned's subscription, any
payment tendered by the undersigned herewith will be returned to the
undersigned without interest.
8. (a) This Subscription Agreement is not transferable or
assignable by the undersigned. Except as otherwise provided by
applicable law, this Subscription Agreement may not be revoked or
canceled by the undersigned, unless the Company in its sole
discretion consents to revocation, rejects the subscription or
withdraws the Private Placement.
(b) The representations, warranties, understandings and
acknowledgments in this Agreement are true and accurate as of the
date hereof, shall be true and accurate on the date of the acceptance
hereof by the Company and shall survive thereafter.
(c) All notices or other communications to be given or
made hereunder shall be in writing and shall be delivered personally
or mailed, by registered or certified mail, return receipt requested,
postage prepaid, to the undersigned or to the Company as the case may
be, at their respective addresses set forth herein.
(d) This Subscription Agreement shall be governed by, and
construed and enforced in accordance with, the substantive laws of
the State of Delaware without regard to its principles of conflicts
of laws.
This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and
supersedes all prior or contemporaneous agreements, representations,
warranties and understandings in connection therewith. This Agreement
may be amended only by a writing executed by all parties hereto.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement as an instrument under seal on the date set
forth below.
________________________________
Name of Subscriber
___________________________ ________________________________
Date Signature
________________________________
Title (if the subscriber is not
a natural person)
Amount of Investment $ ___________
Please print information below
exactly as you wish it to appear in
the records of the Company.
_______________________________
Name and capacity in which
subscription is made -- see next page
for particular requirements.
ADDRESS:
______________________________
Number and Street
______________________________
City State Zip Code
______________________________
Social Security Number or other
Taxpayer Identification Number
Additional Execution Page -- To be completed
in all cases except where subscriber is
an individual acting as such solely
for his or her own account.
Please check to indicate form of ownership of, or organization of
entity acquiring, Units.
_____TENANTS-IN-COMMON ______CORPORATION
(Both parties must sign (Evidence of officer's authority
on preceding page.) to represent subscriber and purchase
securities on behalf of Corporation
of corporation must be
_____JOINT TENANTS WITH must be attached or sent under
RIGHT OF SURVIVORSHIP separate cover.)
(Both parties must sign.)
______PARTNERSHIP
_____COMMUNITY PROPERTY (A copy of Certificate of
(One signature required if Limited Partnership or Partnership
interest held in one name, i.e., Agreement or other evidence of
managing spouse; two signatures authority must be attached or sent
execute this Subscription Agreement under separate cover.)
required if interest held in both
names.)
_____TRUST
The name of trust, name of
trustee, and date trust was
formed:
______________________________
______________________________
______________________________
(A copy of the Trust Agreement
or other authorization must be
attached or forwarded under
separate cover.)
Golf Product Technologies, Inc.
CONFIDENTIAL PURCHASER QUESTIONNAIRE
The purpose of the Questionnaire is to determine whether you are
an accredited investor as defined in Rule 501 of the Securities Act
of 1933, as amended (the "Act"). Golf Product Technologies, Inc. and
its counsel shall rely upon the information provided herein.
1. Name of Prospective Purchaser __________________________
2. Home Address____________________________________________
3. Name of Business________________________________________
4. Business Address________________________________________
5. Business Phone Number___________________________________
6. Occupation or Title_____________________________________
7. Nature of Business______________________________________
8. Previous Business or
Employment During
Past 5 years.___________________________________________
9. I am an accredited investor (as defined in Rule 501 of Reg. D)
because (check each appropriate description):
_______ I am a natural person whose individual net worth, or
joint net worth with my spouse, exceeds $1,000,000.00
_______ I am a natural person who had individual income
exceeding $200,000 in each of the two most recent
years and I have a reasonable expectation of reaching
the same income level in the current year.
_______ I am a natural person who had joint income with my
spouse exceeding $300,000 in each of the past two
most recent years and I have a reasonable expectation
of reaching the same income level in the current
year.
_______ I am a broker-dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
_______ I am a director or executive officer of the Company.
(Executive officer means the president, any vice
president in charge of a principal business unit,
division or function, such as sales, administration
or finance, any other officer who performs a policy-
making function, or any other person who performs
similar policy-making functions for the Company.)
______ I am an organization described in Section 501(c)(iii)
of the Internal Revenue Code, not formed for the
specific purpose of acquiring the Units, with total
assets exceeding $5,000,000.00.
______ I am a corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific
purpose of acquiring Units, with total assets
exceeding $5,000,000.00.
______ I am a trust, not formed for the specific purpose of
acquiring the Units, with total assets exceeding
$5,000,000.00 and whose purchase is directed by a
"sophisticated person," as defined in Rule
506(b)(2)(ii) of Reg D.
______ I am an employee benefit plan with the meaning of the
Employee Retirement Income Security Act of 1974 and
(i) investment decisions for such plan are made by a
plan fiduciary, as defined in Section 3(21) of such
Act, which is a bank, savings and loan association,
insurance company or registered investment advisor,
or (ii) such plan has total assets exceeding
$5,000,000.00 or (iii) if a self-directed plan,
investment decisions are made solely by accredited
investors.
______ I am an entity in which all of the equity owners are
accredited investors.
10. Educational Background_____________________________
11. NASD Affiliation __________________________________
12. Investment Advice__________________________________
(The following matter is presented in alternative form. Please
initial, in the space provided, the proper alternative.)
ALTERNATIVE ONE:
_____ I have such knowledge and experience in financial and
business matters that I am capable of evaluating the
merits and risks of an investment in the Company and do
not desire to utilize an Investor Representative in
connection with evaluating such merits and risks. I
understand, however, that the Company may request that I
use an Investor Representative.
ALTERNATIVE TWO*:
_____ I intend to use the service of the following named
person(s) as Investor Representative(s) in connection
with evaluating the merits and risks of an investment in
the Company. List name(s) of Investor Representative(s).
__________________ _______________________
(Print Name) (Signature)
Dated: _________ __, 2001 Place:
* If this alternative to question 12 is initialed, a completed and
signed Investor Representative Questionnaire must accompany this
Confidential Purchaser Questionnaire.
INVESTOR REPRESENTATIVE QUESTIONAIRE
(CONFIDENTIAL)
Golf Product Technologies, Inc.
0000 XX 00xx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Purchase of Common Stock
Gentlemen:
The following information is furnished to you so that you may
determine whether the undersigned's client,
_________________________________________
(Name of Client) (the "Investor")
together with the undersigned and other Investor Representatives of
the Investor, if any, has such knowledge and experience in financial
and business matters that the Investor is capable of evaluating the
merits and risks of an investment in Golf Product Technologies, Inc.
(the "Company"). I understand that you will rely upon the
information contained herein for purposes of such determination, that
the offering of the Company's Common Stock (the "Securities") will
not be registered under the Securities Act of 1933, as amended (the
"Act") or under any state blue sky or securities laws, that the
Securities are being sold in reliance upon exemptions from
registration from said Act and such laws, and that such reliance is
based in part on the information herein supplied.
All information contained herein will be treated confidentially.
However, I agree that you may present this Questionnaire to your
attorneys or such other persons as you, in your sole discretion, deem
appropriate to assure yourself that the proposed offer and sale of
the Securities is exempt from registration under the Act and meets
the requirements of applicable state blue sky and securities laws.
I am acting as Investor Representative for the Investor in connection
with the Investor's prospective investment in the Company and in that
connection, I furnish you with the following representations and
information:
1. Name (please
print):__________________________________________________________
2. Age:_____________________________________________________
3. Profession (or business and title, if applicable):_______
_________________________________________________________________
4. (a) Business address:____________________________________
_________________________________________________________________
(b) Telephone Number:_____________________________________
5. Details of any training or experience in financial, business
or tax matters which qualify me to act in the capacity of
Investor Representative (include current and prior
employment, business or professional education, professional
licenses now held, and, if applicable, participation in
evaluation of similar investments in the past):
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
6. I have not, during the past ten years, (i) been convicted,
indicted or investigated in connection with any past or
present criminal proceeding (excluding traffic violations and
other minor offenses); (ii) been the subject of any order,
judgment or decree of any court of competent jurisdiction
permanently or temporarily enjoining me from acting as an
investment advisor, underwriter, broker or dealer in
securities or as an affiliated person, director or employee
of an investment company, or from engaging in or continuing
any conduct or practice in connection with any such activity
or in connection with the purchase or sale of any security;
or (iii) been the subject of any order of a federal or state
authority barring or suspending for more than 60 days my
right to be engaged in any such activity, or to be associated
with persons engaged in any such activity, which order has
not been rescinded, reversed or suspended.
7. I have received such information and documents regarding the
Company and the Securities as I may have requested, and have
read and understood them.
8. I have been given the opportunity to have the Company answer
any questions I may have had regarding the proposed
operations of the Company and the Investor's purchase of
Securities.
9. I have read the responses to the Investor's Prospective
Investor Questionnaire, and the information supplied therein
is true and correct to the best of my knowledge and belief.
10. I am not an affiliate (as defined in Regulation D
promulgated under the Act), director, officer or other
employee of the Company or the beneficial owner of 10 percent
or more of the equity interests in the Company.
11. I have such knowledge and experience in financial, business
and tax matters so as to be capable, together with the
Investor, of evaluating the relative merits and risks of an
investment in the Company.
12. There is no material relationship (of the type described or
referred to in Rule 501(h)(1) or 501(h)(4) of Regulation D
promulgated under the Act) between me or my affiliates and
the Company its investment adviser or their respective
affiliates which now exists or is mutually understood to be
contemplated or which has existed at any time during the
previous two years.
13. I agree to advise you promptly of any material changes in
the foregoing information which may occur prior to the
termination of the placement of the Securities.
Very truly yours,
_____________________________ ______________________________
Signature Print or Type Name
_____________________________
Date
