PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC. SUBSCRIPTION AGREEMENT INSTRUCTIONS IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.
INSTRUCTIONS
IMPORTANT:
PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT
REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.
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1.
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Individual
Investors
must fill in their name and amount subscribed for and complete the
requested information on pages 9 and 10 and sign the signature page
on
page 10.
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2.
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Entity
Investors
must fill in their name and amount subscribed for and complete the
requested information on pages 11 and 12 and if applicable, page
14 and
sign the signature page on page 12 and if applicable, page
13.
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3.
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Every
Investor
must complete the NASD questionnaire found on pages 14 through 19,
and
sign the signature page on page 19.
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4.
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Every
Investor
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U.S.
Taxpayers:
Please
complete the Form W-9, Request for Taxpayer Identification Number and
Certification, and return it along with the rest of this Subscription Agreement
to the Partnership. You do not need to fill out the Form W-8BEN.
Non-U.S.
Taxpayers:
Please
complete the Form W-8BEN, Certificate of Foreign Status of Beneficial Owner
for
U.S. Tax Withholding, and return it along with the rest of this Subscription
Agreement to the Partnership. You do not need to fill out the Form
W-9.
Note:
Certain
non-U.S. taxpayers (including those that are engaged in a U.S. trade or
business, are foreign governments or are foreign intermediaries), instead of
completing Form W-8BEN, will need to complete either (i) Form W-8ECI,
Certificate of Foreign Person's Claim for Exemption From Withholding on Income
Effectively Connected With the Conduct Of a Trade or Business in the United
States; (ii) Form W-8EXP, Certificate of Foreign Government Or Other Foreign
Organization for United States Tax Withholding; or (iii) Form W-8IMY,
Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S.
Branches for U.S. Tax Withholding. These forms, and their instructions, may
be
obtained from the General Partner or from the Internal Revenue Service world
wide web site at xxxx://xxx.xxx.xxx/xxxxx_xxxx/xxxxx.xxxx. Again, in such case
you do not need to fill out the Form W-9.
Whether
you are filling out the Form W-9 or the Form W-8BEN (or W-8ECI, W-8EXP or
W-8IMY), please complete the information requested therein and return the Form,
along with this Subscription Agreement.
Do
not file any of the above forms with the Internal Revenue
Service.
DELIVER
THE EXECUTED AGREEMENTS AND NASD QUESTIONNAIRE AND TAX FORM
TO:
1230
Calle Suerte
Camarillo,
California 93012
Fax:
(000) 000-0000
Tel:
(000) 000-0000 (toll free)
ALONG
WITH PAYMENT FOR THE SHARES SUBSCRIBED FOR
If
you have any questions regarding this form, please contact Xxx X. Xxxxxx at
the
Issuer.
This
Subscription Agreement is executed by Pride Business Development Holdings,
Inc.,
a Nevada corporation, with an office at 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx
00000 (hereinafter referred to as the “ISSUER”) and the undersigned, with an
office/residence at the address on the signature page hereof (hereinafter
referred to as the (“SUBSCRIBER”).
The
ISSUER will sell units (“Units”) in an offering on a “no minimum, 50 Unit
maximum basis”, at US$25,000.00 per Unit (subscriptions
for fractional Units are permitted and may be accepted at ISSUER’S
discretion).
Each
Unit consists of 50,000 shares of common stock, US$.001 par value (the “Shares”)
and 50,000 warrants (the “Warrant”) to acquire 50,000 Shares of the ISSUER at an
exercise price of USD$1.00 per Share, exercisable for period commencing on
the
closing of this offering and ending one year after the closing of this offering,
or earlier, subject to the terms and conditions of the Warrant. Following the
ISSUER’s receipt of subscription funds into its account the ISSUER shall direct
its transfer agent to issue the stock certificate representing the Shares
subscribed and to be sent by the transfer agent to the SUBSCRIBER. The offering
will continue until the ISSUER in its sole discretion decides to terminate
the
offering. There will be no notice of the termination of the offering to any
persons, including SUBSCRIBER. Subscriptions may be rejected, in whole or in
part, in which case the ISSUER will return the subscription funds, without
interest, after deduction of the amount due for an accepted partial
subscription, if any. This offering is being made by the ISSUER in reliance
upon
the exemption contained in Section 4(2) of the Securities Act of 1933, as
amended ("Securities Act").
Because
the offering is being made on a no minimum basis, and there is no assurance
that
all the securities offered will be subscribed for, if you are an early
investor/subscriber, you bear a disproportionate risk that your funds will
be
the only ones received by the ISSUER and will be inadequate to implement the
ISSUER’s business plan. All funds delivered to the ISSUER’s attorneys will be
considered those of the ISSUER at the time of receipt, subject to the rights
of
creditors of the ISSUER.
This
Subscription Agreement has been entered into for the sale of the number of
Units, set forth on the signature page hereof (“Units”).
Each
of
the parties hereto hereby represents and warrants to, and agrees with, the
other
as follows:
1. Agreement
to Subscribe; Subscription Price.
a. Subscription.
SUBSCRIBER hereby subscribes for, and ISSUER agrees to sell the Units for an
aggregate purchase price of US$25,000.00 times the number of Units subscribed
for (“Purchase Price”). To subscribe, the SUBSCRIBER must complete the
appropriate investor questionnaire, the NASD questionnaire, the signature page
and complete the Internal Revenue Service Form, and return all four items to
the
ISSUER. (If you do not complete the required tax form, you may be subject to
backup withholding taxes.)
b. Form
of Payment.
SUBSCRIBER shall pay the Purchase Price for the Units purchased hereunder by
wire transfer of same day funds in United States Dollars to the attorneys of
the
ISSUER. ISSUER shall deliver one or more certificates representing the Shares
to
the SUBSCRIBER promptly after acceptance of the subscription, and send to the
SUBSCRIBER a copy of this agreement countersigned by the ISSUER.
Wired
funds should be sent to the following:
Bank
of
America
Westlake
Village, CA
ABA:
026
009 593
Acct
#
06687-42811
c. Irrevocable
Subscription.
This
subscription by the SUBSCRIBER is irrevocable and may not be assigned,
hypothecated or transferred. The Shares subject to this Subscription Agreement
may not be assigned, hypothecated, transferred, sold or optioned prior to
receipt of the stock certificate representing the Shares, and then only in
accordance with this Subscription Agreement and the applicable Federal and
state
securities laws.
2. Subscriber
Representations.
a. Transactional
Representations.
SUBSCRIBER represents, warrants to and agrees with ISSUER as
follows:
(i) SUBSCRIBER
is purchasing the Units for its own account for investment purposes and not
with
a view toward distribution.
(ii) SUBSCRIBER
understands that the Units, including the Shares, have not been registered
under
the Securities Act and that such securities are “restricted securities” as
defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further
understands that the Units, including the Shares, may not be offered, resold,
pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant
to
an effective registration statement under the Securities Act, or (2) pursuant
to
an available exemption from the registration requirements of the Securities
Act;
and B) in accordance with all applicable securities laws of the states of the
United States and other jurisdictions;
(iii) SUBSCRIBER
understands that the purchase of the Units, including the Shares, involves
a
high degree of risk, including entire loss of the investment and further
acknowledges that it can bear the economic risk of the purchase of the
securities, including the total loss of its investment and the risk that the
ISSUER may not sell all the Units offered and only raise a small portion of
the
funds sought;
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(iv) SUBSCRIBER
understands that the Units, including the Shares, are being offered and sold
to
it in reliance on specific exemptions from the registration requirements of
federal and state securities laws and that the ISSUER is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments
and
understandings of SUBSCRIBER set forth herein in order to determine the
applicability of such exemptions and the suitability of SUBSCRIBER to acquire
the securities;
(v) SUBSCRIBER,
and its independent advisors, are sufficiently experienced in financial and
business matters to be capable of evaluating the merits and risks of its
investment in the Units, including the Shares, and to make an informed decision
relating thereto; and
(vi) In
evaluating its investment in the Units, including the Shares, SUBSCRIBER has
consulted its own investment and/or legal and/or tax advisors and has
determined, independent of the ISSUER, including its agents and representatives,
that the investment being subscribed for by SUBSCRIBER is suitable for
SUBSCRIBER.
(vii) The
SUBSCRIBER is not subscribing for Units, including the Shares, as a result
of,
or subsequent to, any advertisement, article, notice, or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio or presented at any seminar or meeting.
(viii) The
SUBSCRIBER shall indemnify and hold harmless the ISSUER, and any officer,
director, or control person of the ISSUER, who is or may be a party to, or
is or
may be threatened to be made a party to, any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of, or arising from, any actual or alleged
misrepresentation or misstatement of facts or omission to represent or state
facts made or alleged to have been made by the SUBSCRIBER to the ISSUER (or
any
agent or representative of the ISSUER) or omitted or alleged to have been
omitted by the SUBSCRIBER, concerning the SUBSCRIBER or the SUBSCRIBER’s
authority to invest or financial position in connection with this offering,
including, without limitation, any such misrepresentation, misstatement, or
omission contained in the Questionnaire or any other document submitted by
the
SUBSCRIBER, against losses, liabilities, and expenses for which the ISSUER,
or
any officer, director, or control person of the ISSUER has not otherwise been
reimbursed (including attorneys' fees, judgments, fines, and amounts paid in
settlement) actually and reasonably incurred by the ISSUER, or such officer,
director, or control person in connection with such action, suit, or
proceeding.
(ix) The
SUBSCRIBER has been furnished with, and has carefully read this Subscription
Agreement and is familiar with, and understands, the terms of the Offering.
With
respect to individual or partnership tax and other economic considerations
involved in this investment, the undersigned is not relying on the ISSUER or
any
agent or representative of any of the ISSUER. The SUBSCRIBER has carefully
considered and has, to the extent the SUBSCRIBER believes such discussion
necessary, discussed with the SUBSCRIBER's professional legal, tax, accounting,
and financial advisors the suitability of an investment in the Units, including
the Shares, for the SUBSCRIBER's particular tax and financial situation and
has
determined that the Units, including the Shares, being subscribed for by the
SUBSCRIBER are a suitable investment for the SUBSCRIBER.
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(x) The
SUBSCRIBER or the SUBSCRIBER's purchaser representative, as the case may be,
has
such knowledge and experience in financial, tax, and business matters so as
to
enable the SUBSCRIBER to utilize the information made available to the
SUBSCRIBER in connection with the Offering to evaluate the merits and risks
of
an investment in the Units, including the Shares, and to make an informed
investment decision with respect thereto.
(xi) ISSUER
represents, warrants to and agrees with SUBSCRIBER that it understands that
the
ISSUER’s press releases, websites and filings with the United States Securities
& Exchange Commission, contain references to future and prospective events
which may or may not occur in the future as a result of matters both within
and
outside the control of the ISSUER and that SUBSCRIBER is not relying upon any
of
the future and prospective events set forth in the ISSUER’s press releases,
websites and filings with the United States Securities & Exchange
Commission, including any of its contents, in making its decision to invest
in
the Offering and the Units.
(xii) IN
MAKING AN INVESTMENT DECISION PURCHASERS, WHICH INCLUDES SUBSCRIBERS, MUST
RELY
ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THE UNITS, INCLUDING THE SHARES, HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
b. Current
Public Information.
SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise
acquired copies of the ISSUER’s Annual Report on Form 10-KSB for the year ended
December 31, 2005 and the Forms 10-QSB for the quarters ended March 31, 2006,
June 30, 2006, September 30, 2006, and such other public information, all as
filed with the Securities and Exchange Commission (the “SEC”). The public
information includes information about the ISSUER’s wholly owned subsidiary,
Bodyguard, Inc.
c. Independent
Investigation; Access.
SUBSCRIBER acknowledges that, in making its decision to purchase the Units
subscribed for, it has relied on the publicly available information about the
ISSUER only and upon independent investigations made by it and its
representatives, if any. SUBSCRIBER and such representatives, if any, prior
to
the sale to it of the securities offered hereby, have been given access to,
and
the opportunity to examine, all material books and records of the ISSUER (with
materiality being determined by the ISSUER), all material contracts and
documents relating to the ISSUER and this offering (with materiality being
determined by the ISSUER) and an opportunity to ask questions of, and to receive
answers from, executive officers of ISSUER concerning the ISSUER and the terms
and conditions of this offering. SUBSCRIBER and its advisors, if any,
acknowledge that they have received answers to any such inquiries and copies
of
documentary information requested.
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d. No
Government Recommendation or Approval.
SUBSCRIBER understands that no federal or state agency has passed on or made
any
finding or determination relating to the fairness of an investment in the Units,
including the Shares, or has passed or made, or will pass on or make, any
recommendation or endorsement of the Units, including the Shares.
3. Issuer
Representations.
a. Authority;
Corporate Action.
ISSUER
has all necessary corporate power and authority to enter into this Subscription
Agreement and to consummate the transactions contemplated hereby and thereby.
All corporate action necessary to be taken by ISSUER to authorize the execution,
delivery and performance of this Subscription Agreement, and all other
agreements and instruments delivered by ISSUER in connection with the
transactions contemplated hereby and thereby has been duly and validly taken
and
this Subscription Agreement have been duly executed and delivered by ISSUER.
Subject to the terms and conditions of this Subscription Agreement, it
constitutes the valid, binding and enforceable obligation of ISSUER, enforceable
in accordance with its terms, except as enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws of general application now or hereafter in effect
affecting the rights and remedies of creditors and by general principles of
equity (regardless of whether enforcement is sought in a proceeding at law
or in
equity); and (ii) the applicability of the federal and state securities laws
and
public policy as to the enforceability of the indemnification provisions of
Section 3 hereof. The sale by the ISSUER of the Units, including the Shares,
does not conflict with the certificate of incorporation or by-laws of the
ISSUER, or any material contract by which the ISSUER or its property is bound,
or any federal or state laws or regulations or decree, ruling or judgment of
any
United States or state court applicable to the ISSUER or its
property.
b. Issuer
Shares to Subscriber.
The
Units, including the Shares, issued to SUBSCRIBER pursuant to this Subscription
Agreement will be duly authorized, validly issued, fully paid and
non-assessable.
c. SEC
Documents.
ISSUER’s Common Stock is registered pursuant to Section 12(g) of the Exchange
Act. Since January 1, 2003, the ISSUER believes it has filed with the SEC all
reports, schedules, forms, statements and other documents required to be filed
(such reports, schedules, forms, statements and other documents are hereinafter
referred to as the "SEC Documents"). To the best knowledge of the ISSUER, the
financial statements of the ISSUER, included in the SEC Documents (the
"Financial Statements") comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations
of
the SEC with respect thereto, have been prepared in accordance with GAAP applied
on a consistent basis during the periods involved (except in the case of
unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly
present, in all material respects, the financial position of the ISSUER as
of
the dates thereof and the results of operations and cash flows for the periods
then ended (on the basis stated therein and subject, in the case of unaudited
quarterly statements, to the absence of complete notes and to normal year-end
audit adjustments). However, the Form 10-QSB for the quarters ended June 30,
2006 and September 30, 2006 have not been reviewed by independent auditors
for
the Company. Since the date of the Financial Statements for the quarter ended
September 30, 2006, there has been no material adverse change in the financial
condition of the ISSUER. To the best of the ISSUER’s knowledge, since the date
of the filing of the Form 10-QSB for the quarter ended September 30, 2006,
there
have been no events relating to the business or financial condition of the
ISSUER that requires the filing of a Report on Form 8-K by the
ISSUER.
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d. General
Document Representation.
To the
best of ISSUER’s knowledge, the written materials of the ISSUER previously
delivered to SUBSCRIBER in connection with this Subscription Agreement, at
the
time they were given to SUBSCRIBER, were true and accurate in all material
respects.
4. Representations
and Warranties Made at Closing; Indemnification.
Each
party making the representations and warranties contained in Sections 2 and
3
also represents and warrants that they shall be true and accurate as of the
closing. If either party has knowledge, prior to the closing that any such
representations and warranties made by it shall not be true and accurate in
any
respect, such party will give written notice of such fact to the other party
specifying which representations and warranties are not true and accurate and
the reasons therefor. The representations and warranties of each party shall
survive the purchase and sale of the Units. Each party to this Subscription
Agreement agrees to fully indemnify, defend and hold harmless the other party,
its officers, directors, employees, agents and attorneys from and against any
and all losses, claims, damages, liabilities and expenses, including reasonable
attorneys’ fees and expenses, which may result from a breach of such party’s
representations, warranties and covenants contained herein.
5. Legend.
SUBSCRIBER understands that the ISSUER will instruct its transfer agent to
place
a stop transfer order with respect to the certificates representing the Shares
and that such certificates and agreements will bear the following legend or
substantially similar: "The securities represented by this certificate have
been
acquired for investment and have not been registered under the Securities Act
of
1933, as amended (the "Securities Act"). Transfer of these securities is
prohibited except pursuant to registration under the Securities Act or pursuant
to an available exemption from registration.”
6. Placement
Agent.
The
ISSUER has not engaged, consented to nor authorized a Placement Agent to act
as
agent of the ISSUER in connection with the transactions contemplated by this
Subscription Agreement. The ISSUER will not pay a commission in connection
with
the transactions contemplated by this Subscription Agreement.
7. Closing.
The
ISSUER will accept the subscriptions of all subscribers on a rolling basis,
as
it determines from time to time. The ISSUER may reject subscriptions in whole
or
in part. Funds of a SUBSCRIBER not applied to the Purchase Price will be
returned to the SUBSCRIBER without interest. Each subscription is irrevocable
by
the SUBSCRIBER.
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8. Disclosure.
Neither
the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription
Agreement without the written consent of the other party hereto, unless required
by law or regulation or judicial action.
9. Governing
Law.
This
Subscription Agreement shall be governed by and interpreted in accordance with
the rulings of the laws of the State of California without regard to conflicts
of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this agreement
shall be brought and enforced in the courts of the State of California, Ventura
County, Los Angeles County or of the United States of America sitting in the
State of California and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the ISSUER and
SUBSCRIBER may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it
at
its address set forth herein. Such mailing shall be deemed personal service
and
shall be legal and binding upon the ISSUER and SUBSCRIBER in any action,
proceeding or claim. SUBSCRIBER agrees that if it seeks to commence a suit
in
any other jurisdiction, it will reimburse ISSUER for the costs to enforce this
provision and to remove to an appropriate California court all actions that
have
been commenced and are related thereto and terminate the action in the
jurisdiction other than California. SUBSCRIBER hereby waives any and all rights
it may have to a trial by jury.
10. Entire
Agreement.
This
Subscription Agreement, together with the questionnaires, constitutes the entire
agreement among the parties hereof with respect to the subject matter hereof
and
supersedes any and all prior or contemporaneous representations, warrants,
agreements and understandings in connection therewith. This Subscription
Agreement may be amended only by a writing executed by all parties
hereto.
11. Notices.
Any
notice or other document required or permitted to be given or delivered to
the
parties to this Subscription Agreement shall be personally delivered or sent
by
facsimile or other form of electronic transmission to the party at the address
or addresses or telecopier number on the signature page hereto. Unless otherwise
specified in this agreement, all notices and other documents given under this
agreement shall be deemed to have been duly given when delivered, if personally
delivered, and when transmitted if sent by facsimile or other form of electronic
transmission.
12. Notice
for Florida Residents.
Pursuant to Section 517.016(11)(a) of the Florida Securities Act, if there
are
in excess of five persons with a residence in Florida, then all Florida
Subscribers have a right to rescind their subscription agreements within three
business days after the delivery of any consideration for the securities offered
by the ISSUER. To withdraw the subscription, you must send, in writing, a
statement of rescission to Xx. Xxx X. Xxxxxx, Pride Business Development
Holdings, Inc. 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000.
[SIGNATURE
PAGES FOLLOW]
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SIGNATURE
PAGE FOR
INDIVIDUAL SUBSCRIBER
-
COMPLETE ALL INFORMATION
Name:
______________________ Name
of Joint Subscriber
(if
any): _________________
Residence
Address:
_____________________________________________________________
Telephone:
(H)________________ (W)____________________ Fax _______________
Occupation:__________________Employer:___________________________________
Business
Address:
_______________________________________________________________
Send
communications to:
¨ Home
¨ Office
¨ E-Mail:______________________
Age:
_______________
Social
Security Number:
____________________
Check
manner in which securities are to be held:
|
¨ Individual
Ownership
|
¨ Tenants
in Common
|
¨ Joint
Tenants with
Right
of Survivorship
(both
parties must sign)
|
|
¨ Community
Property
|
¨ Other
(please indicate)
_______________________
|
Amount
of Investment:
Number
of
Units:______________
Corresponding
dollar amount (US$25,000.00 multiplied by number of Units):
$_____________
Accredited
Investor Status For Individuals.
(SUBSCRIBERS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,
REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND
INDIVIDUAL RETIREMENT ACCOUNTS SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED
TO THE ENTITY SIGNATURE PAGE).
(i) I
am an
accredited investor within the meaning of Section 2(15) of the Securities Act
and Rule 501 promulgated thereunder because (check any boxes that
apply):
|
o
|
My
individual annual income during each of the two most recent years
exceeded
$200,000 and I expect my annual income during the current year will
exceed
$200,000.
|
8
|
o
|
If
I am married, my joint annual income with my spouse during each of
the two
most recent years exceeded $300,000 and I expect my joint annual
income
with my spouse during the current year will exceed
$300,000.
|
|
o
|
My
individual or joint (together with my spouse) net worth (including
my
home, home furnishings and automobiles) exceeds
$1,000,000.
|
(ii) The
aggregate value of my assets is approximately $_________.
(iii) My
aggregate liabilities are approximately $___________.
(iv) My
current and expected income is:
|
YEAR
|
INCOME
|
|
2006
(Estimated)
|
$
|
|
2005
(Actual)
|
$
|
|
2004
(Actual)
|
$
|
I
hereby
confirm the information set forth above is true and correct in all respects
as
of the date hereof and will be on the date of the purchase of the Units,
including the Shares.
|
ALL
SUBSCRIBERS MUST SIGN AND PRINT NAME BELOW
Signature:
_________________________________________
Print
Name: ________________________________________
Date:_____________________________________________
Signature:_________________________________________
Print
Name:________________________________________
Date:_____________________________________________
|
The
foregoing subscription is accepted and the issuer hereby agrees to
be
bound by its terms.
By:______________________________________
Name:____________________________________
Title:_____________________________________
Date:____________________________________
|
9
SIGNATURE
PAGE FOR ENTITY
SUBSCRIBERS -
COMPLETE ALL INFORMATION
Name
of Entity:
_________________________________________________________________
Address
of Principal Office:_______________________________________________________
Telephone:
____________________________ Fax:
__________________________
Taxpayer
Identification Number:
____________________________
Check
type of Entity:
|
¨
|
Employee
Benefit Plan Trust
|
¨
|
Limited
Partnership
|
¨
|
General
Partnership
|
¨
|
Individual
Retirement Account
|
|||
|
¨
|
Limited
Liability Company
|
¨
|
Revocable
Trust
|
¨
|
Corporation
|
¨
|
Other
(please
indicate)
|
|
¨
|
Irrevocable
Trust (If the Investor is an Irrevocable Trust, a supplemental
questionnaire must be completed by the person directing the decision
for
the trust to determine by accredited investor status. Please contact
the
ISSUER for a copy of such supplemental
questionnaire.)
|
Amount
of Investment:
Number
of
Units:______________
Corresponding
dollar amount (US$25,000.00 multiplied by number of Units):
$_____________
Date
of Formation or incorporation:
____________ State
of Formation:
__________________
Describe
the business of the Entity:
___________________________________________
________________________________________________________________________
List
the names and positions
of the
executive officers, managing members, partners or trustees authorized to act
with respect to investments by the Entity generally and specify who has the
authority to act with respect to this investment.
|
Name
|
Position
|
Authority
for this investment (yes or no)
|
10
Accredited
Investor Status for Entities.
(a) Check
all
boxes which apply (IRA Entities can skip this question and go to
(b)):
| o |
The
Entity was not
formed for the specific purpose of investing in the
ISSUER
|
| o |
The
Entity has total assets in excess of $5 million
dollars
|
| o |
For
Employee Benefit Plan Trusts Only:
The decision to invest in the ISSUER, was made by a plan fiduciary,
as
defined in Section 3(21) of ERISA, who is either a bank, insurance
company
or registered investment advisor.
|
(b) If
you
did not check the first two of the three boxes in Question (a) or
if the
Entity is an Individual Retirement Account, a Self-directed Employee Benefit
Plan Trust or an Irrevocable Trust, list the name of each person
who:
(i) owns
an
equity interest in the Entity (i.e., each shareholder if the Entity is a
corporation, each member if the Entity is a limited liability company and each
partner if the Entity is a partnership); or
(ii) is
a
grantor for the revocable trust or Individual Retirement Account;
or
(iii) is
the
person making the investment decision for a self-directed Employee Benefit
Plan
Trust; or
(iv) is
the
person making the investment decisions for an Irrevocable Trust.
EACH
PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE ISSUER THE
ANSWERS TO THE QUESTIONS FOLLOWING THE SIGNATURE BOX BELOW AND SIGN THE WRITTEN
CONFIRMATION IMMEDIATELY FOLLOWING.
|
SUBSCRIBER:
_________________________________________________________
Signature
of Authorized Signatory
Name:____________________________________________
Title:_____________________________________________
Date:_____________________________________________
|
The
foregoing subscription is accepted and the ISSUER hereby agrees to
be
bound by its terms.
PRIDE
BUSINESS DEVELOPMENT HOLDINGS, INC
By:
_____________________________________
Name:____________________________________
Title:
____________________________________
Date:____________________________________
|
11
Accredited
Investor Questions for Entity equity owners and investment decision
makers
(a) I
am an
accredited investor within the meaning of Section 2(15) of the Securities Act
and Rule 501 promulgated thereunder because (check any boxes that
apply):
|
o
|
My
individual annual income during each of the two most recent years
exceeded
$200,000 and I expect my annual income during the current year will
exceed
$200,000.
|
|
o
|
If
I am married, my joint annual income with my spouse during each of
the two
most recent years exceeded $300,000 and I expect my joint annual
income
with my spouse during the current year will exceed
$300,000.
|
|
o
|
My
individual or joint (together with my spouse) net worth (including
my
home, home furnishings and automobiles) exceeds
$1,000,000.
|
(b) The
aggregate value of my assets is approximately $___________.
(c) My
aggregate liabilities are approximately $___________.
(d) My
current and expected income is:
|
YEAR
|
INCOME
|
|
2006
(Estimated)
|
$
|
|
2005
(Actual)
|
$
|
|
2004
(Actual)
|
$
|
I
hereby
confirm the information set forth above is true and correct in all respects
as
of the date hereof and will be on the date of the purchase of
Shares.
Date:__________________________ Name:________________________
12
NASD
QUESTIONNAIRE
INSTRUCTIONS
IMPORTANT:
PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED
IN THIS QUESTIONNAIRE.
|
1.
|
READ
ALL DEFINITIONS ON PAGES 2 AND 3 BEFORE ANSWERING ANY
QUESTIONS.
|
|
2.
|
EVERY
PERSON MUST ANSWER QUESTIONS 1 THROUGH 7 AND SIGN ON PAGE
6.
|
If
you
have any questions regarding this questionnaire, please call Xxx X. Xxxxxx,
at,
(000) 000-0000, President of the ISSUER.
13
DEFINITIONS
FOR NASD QUESTIONNAIRE
| Affiliate: | An Affiliate of any person (for purposes hereof a “person” includes a partnership, corporation or other legal entity such as a trust or estate) is a person that controls, is controlled by or is under common control with such person. For purposes of this definition: | |
|
(i) a
person should be presumed to control a Member of the NASD if the
person
beneficially owns 10% or more of the outstanding voting securities
of a
Member of the NASD which is a corporation, or beneficially owns a
partnership interest in 10% or more of the distributable profits
or losses
of a Member of the NASD which is a partnership;
|
||
|
(ii) a
Member of the NASD should be presumed to control a person if the
Member of
the NASD and Persons Associated with a Member of the NASD beneficially
own
10% or more of the outstanding voting securities of a person which
is a
corporation, or beneficially own a partnership interest in 10% or
more of
the distributable profits or losses of a person which is a partnership;
and
|
||
|
(iii) a
person should be presumed to be under common control with a Member
of the
NASD if:
|
||
|
(1) the
same person controls both the Member of the NASD and such person
by
beneficially owning 10% or more of the outstanding voting securities
of
the Member of the NASD and other such person which is a corporation,
or by
beneficially owning a partnership interest in 10% or more of the
distributable profits or losses of the Member of the NASD and other
such
person which is a partnership; or
|
||
|
(2) a
person having the power to direct or cause the direction of the management
or policies of the Member of the NASD also has the power to direct
or
cause the direction of the management or policies of the other entity
in
question.
|
||
|
Immediate
Family:
|
The “Immediate Family” of any person, including an employee of or Person Associated with a Member of the NASD, includes the parents, mother-in-law, father-in-law, husband or wife, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children of such person or any other individual who is supported, directly or indirectly, to a material extent by such person. | |
|
Member
of
the
NASD:
|
A “Member of the NASD” is any broker or dealer admitted to membership in the NASD. | |
|
NASD:
|
The
National Association of Securities Dealers, Inc.
|
|
|
Person
Associated
with
a Member
of
the NASD:
|
A “Person Associated with a Member of the NASD” is every sole proprietor, partner, officer, director or branch manager of any Member of the NASD, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such Member of the NASD (for example, any employee), whether or not any such person is registered or exempt from registration with the NASD. |
14
Print
Name:__________________________
| 1. |
State
whether you or any of your Affiliates or any members of your Immediate
Family are
|
(a) a
Member
of the NASD;
¨ Yes ¨ No
(b) a
Person
Associated with a Member of the NASD; or
¨ Yes ¨ No
(c) an
Affiliate of a Member of the NASD.
¨ Yes ¨ No
|
2.
|
State
whether you or any of your Affiliates own stock or other securities
of any
Member of the NASD or an Affiliate of a Member of the
NASD.
|
¨ Yes ¨ No
|
3.
|
State
whether you or any of your Affiliates have made a subordinated loan
to any
Member of the NASD.
|
¨ Yes ¨ No
|
4.
|
If
you marked “Yes” to any of the questions above, please briefly describe
the facts below, giving the names of the Members of the NASD to which
your
answer refers (including, for example, percentage of ownership, amount
of
loan and interest payable, applicable dates, names of Affiliates,
immediate family, etc.).
|
State
whether you are an Immediate Family member of a partner of Xxxxxxxx Xxxxxx,
counsel to Pride Business Development Holdings, Inc.
¨ Yes ¨ No
15
| 6. |
(a) State
whether you provide any consulting or other services to the
Company.
|
¨ Yes ¨ No
If
you
marked “Yes”, please briefly describe such services, including cash and non-cash
compensation received and attach copies of written agreements or correspondence
describing such services.
|
|
|
(b)
|
Please
identify any of the following relationships you have with the Underwriter
or any other Member of the NASD.
|
|
None
|
¨
|
|
Advisor
|
¨
|
|
Officer
|
¨
|
|
Director
|
¨
|
|
Trustee
|
¨
|
|
Founder
|
¨
|
|
Registered
Representative
|
¨
|
|
5%
Stockholder
|
¨
|
|
Employee
|
¨
|
|
Immediate
Family
|
¨
|
|
Broker/Dealer
|
¨
|
|
Promoter
|
¨
|
|
Consultant
|
¨
|
|
Finder
|
¨
|
|
Bridge
Lender
|
¨
|
|
General
Partner
|
¨
|
|
Limited
Partner
|
¨
|
|
Equity
Investor
|
¨
|
|
Client
or Customer
|
¨
|
|
Subordinated
Debt Holder
|
¨
|
|
Other
|
¨
|
16
Please
describe the nature of any relationship identified above. For example, if you
are an advisor, promoter, consultant or finder, describe the compensation you
received; if you are an equity investor, state the class of securities and
percentage interest you hold; and if you are an Immediate Family Member,
describe the exact relationship, including the name of the person to whom you
are related and the position such person holds with Underwriter or such other
Member of the NASD. Identify the Member of the NASD:
|
|
|
7.
|
State
whether you have any oral and/or written agreements with any Member
of the
NASD or Person Associated With a Member of the NASD concerning the
disposition of your securities of the
Company.
|
¨ Yes ¨ No
If
you
marked “Yes”, please briefly describe such agreement and attach copies of
written agreements or correspondence describing such arrangement.
I
hereby
affirm that the answers to the above NASD Questionnaire are true and correct
as
of the date set forth below.
Date:
___________ _______________________ ___________________________
(Sign
Name)
(Print
Name)
17
