Date: December 21, 2001
The Board of Directors of
Sense Technologies Inc.
00000 XxXxxx Xx., Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Re: Subscription Agreement
Gentlemen:
The Undersigned has had several discussions with you regarding Sense
Technologies Inc., (the "Company") and as a result thereof, the Undersigned
wishes to subscribe for 200,000 shares of the Company's no par value Common
Stock. The Undersigned understands that the shares are being offered at $1.03
per share, and accordingly the Undersigned tenders herewith the total purchase
price of Two Hundred Six Thousand Dollars & no/100 ($206,000.00) in exchange
for the shares. Dividends paid, if any, on the shares shall be in such amounts
and on such dates as the Board of Directors may, declare specifically for such
shares.
In connection with the Undersigned's proposed purchase of the shares, the
Undersigned represents to you as follows:
1. The shares being acquired by the undersigned are for the Undersigned's
own account and not on behalf of any other person.
initial: ( /s/ initial )
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2. The shares being acquired, are being acquired, for investment purposes
and not for resale or distribution.
initial: ( /s/ initial )
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3. Neither the Undersigned or anyone acting on the Undersigned's behalf paid
any commission or other remuneration to any person in connection with the
execution of this transaction or the purchase of the shares.
initial: ( /s/ initial )
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4. The Undersigned has had the opportunity to request and receive sufficient
information from the Company to enable the Undersigned, or the
Undersigned's advisor, accountant or attorney to fairly evaluate the merits
of a proposed investment in the Company.
The Undersigned has discussed all matters pertinent, concerning the
business of the Company, with its management. As a result, the Undersigned
is cognizant of the financial condition and operations of the Company, has
available full information concerning its affairs and has been able to
evaluate the merits and risks of the investment in the shares.
In this connection the Company has made available documents but not limited
to the following:
a. Books and Records of the Company
initial: ( /s/ initial )
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Specifically:
The Undersigned has made, or caused to be made, such investigation of the
Company, its management, and its operations as the undersigned considers
necessary and appropriate to enable the Undersigned to make an informed decision
regarding the investment:
Prior to making the investment, the Undersigned' was presented with and
acted upon the opportunity to ask questions and receive answers from the Company
and/or other directors and officers of the Company relating to the business and
operations of the Company and to obtain any additional information necessary to
verify the accuracy of the information made available to the Undersigned;
Prior to making the investment, the Undersigned made arrangements to
conduct an inspection as the Undersigned deemed necessary of the books, records,
contracts, instruments and other data relating to the operations of the Company;
The Undersigned has been provided with the opportunity to inspect and review
the corporate minute books, stock book, stock ledger and such other items of the
Company's history as the Undersigned has deemed necessary and is therefore
satisfied as to the present status and condition of such matters.
initial: ( /s/ initial )
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5. The Undersigned's present financial condition is such that it is unlikely
that it would be necessary for the Undersigned to dispose of any shares in
the reasonable future.
initial: ( /s/ initial )
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6. The Undersigned understands that the shares are restricted securities
within the meaning of Rule 144 or the General Rules and Regulations under
the Securities Act of 1933 (the "Act"). If either Rule 144 or Rule 144(k)
is available for the resale of the shares, the Undersigned understands that
it may resell the shares only in accordance with its limitation [provided
other exemptions under applicable securities laws are unavailable]. The
Undersigned consents to the placement of an appropriate restrictive legend
on the certificate evidencing the shares of any certificates issued in
replacement or exchange thereof
initial: ( /s/ initial )
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7. The Undersigned understands and agrees.
a. that the securities being purchased have not been registered under the
Act or any state securities laws;
b. that the Undersigned cannot sell the securities being purchased unless
they are registered under the Act and applicable state securities laws or unless
exemptions from such registration requirements are available;
c. that the Undersigned must bear the economic risks of the investment for
an indefinite period of time because the securities have not been registered
under the Act or any state securities laws:
d. that the Company is the only entity which may register its securities
under the Act and that the Company, has not made any representations to the
Undersigned regarding the registration of the securities or compliance with
Regulation A or some other exemption under the Act;
e. that any and all certificates representing the securities, and any
securities issued in replacement or exchange therefor, shall bear the following
or substantially, equivalent legend, which the Undersigned has read and
understands:
The Securities represented by this certificate have not been
registered under the Securities Act of 1933 or the securities
act of any State. The securities have been acquired for,
investment purposes only and not for redistribution and may
not be sold in the absence of an effective registration of them
under, the securities act of any State or in the absence of an
opinion of counsel acceptable to the Corporation that such
registration is not required under such act or acts.
initial: ( /s/ initial )
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8. The Company has given the Undersigned the opportunity to ask questions of
and to receive answers from persons acting on the Company's behalf
concerning the terms and conditions of this offering and the status of the
Company, and the Undersigned has also been given the opportunity to obtain
any, additional information to the extent the Company possesses the
information or can acquire it without unreasonable effort or expense
necessary to verify, the accuracy of the information.
initial: ( /s/ initial )
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9. The Undersigned understands that the shares are not being registered under
the Securities Act of 1933, as amended (the "Act"), on reliance upon
exemptions contained in section 4(I), 4(2) and 4(6) of the Act and/or the
rules promulgated thereunder, as not involving any, public offering, and
the shares are not being registered under any State securities laws. The
Undersigned is aware that the Company's reliance on such exemption is
predicated in part on the Undersigned's representation and warranty that
the Undersigned is acquiring such shares for investment for the
Undersigned's account, with no present intention of dividing the
Undersigned's participation with others or reselling or otherwise
distributing the same, as well as on other representations and warranties
made by the Undersigned which are included herein.
initial: ( /s/ initial )
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10. The Undersigned understands that other. existing shareholders may have paid
a price per share for the Company's stock substantially less than the price
being paid by the Undersigned.
initial: ( /s/ initial )
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11. The Undersigned is not affiliated with a member of the National Association
of Securities Dealers, Inc. (N.A.S.D.).
Yours truly,
/s/ Xxxx Xxxxxxxx 0000 Xxxx Xxx Xxxxxxxx Xxxx.
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Subscriber Signature Subscriber Address
Xxxx Xxxxxxxx Xxxxxxxxx, NC 28282
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Subscriber (print) Name Subscriber City, State, Zip
x ###-##-#### x 000-000-0000
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Subscriber Social Security Number Subscriber Phone Number
Accepted this 21st day of December, 2001.
/s/ Xxxx Xxxxxxx
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By: Xxxx Xxxxxxx -- President
