EXHIBIT NO. 4(II)(2)
SUBSCRIPTION AGREEMENT
AR Associates, Inc.
Board of Directors
X.X. Xxx 00
Xxxxx, XX 00000
Dear Board of Directors:
The undersigned hereby subscribes to purchase 11,818,182 shares of the Common
Stock, $0.001 par value, of AR Associates, Inc. (the "Company"), a Nevada
corporation (such number of shares hereinafter collectively referred to as the
"Shares"), and agrees to pay therefor the sum of $0.0076 per share, for a total
purchase price of US$89,819.00. Such amount is to be paid in full at the time of
subscription and a check for the appropriate amount is tendered herewith.
The undersigned acknowledges having received copies of all documents and any
other information requested from the Company. Further, the undersigned has had
an opportunity to ask questions of and receive answers from the management of
the Company concerning the terms and conditions of the offering and to obtain
any additional information desired or has elected to waive such opportunity. The
undersigned also acknowledges that the purchase of the Shares is a highly
speculative investment and recognizes that the Company has made and makes no
assurance whatever concerning the present or prospective value of the Shares.
The undersigned understands that the Shares have not been registered (i) under
the Securities Act of 1933, as amended (the "Act"), on the ground that the
Company believes the transaction is exempt from registration under the Act by
virtue of the provisions of Sections 3(b) or 4(2) thereof, or (ii) under the
securities laws of the state in which the undersigned resides on the basis that
the transaction is exempt from registration under said laws. The undersigned
understands that the Company's reliance upon the foregoing exemptions is
predicated in part on the representations of the undersigned contained herein.
By signing this Subscription Agreement, the undersigned agrees with and
represents and warrants to the Company that:
A. The undersigned is acquiring the Shares subscribed for hereby
for the account of the undersigned and not on behalf of any
other person or persons and is purchasing the Shares for
investment purposes and not for resale or other distribution.
B. The undersigned has sufficient net worth or recurring income,
or both, that the undersigned could afford the loss of the
entire investment in the Shares.
C. The Shares may not be sold, transferred, assigned or otherwise
disposed of except pursuant to an effective registration
statement, or upon receipt of an opinion of counsel
satisfactory to the Company that the transfer is exempt from
registration under the applicable state and federal securities
laws. The undersigned further agrees that the Company shall
have the right to issue stop-transfer instructions to its
transfer agent until such time as sale is permitted under the
Act and acknowledges that the Company hereby informs the
undersigned of its intention to issue such instructions.
D. The undersigned has been informed by the Company that it
does not intend, nor is it obligated now or at any future
date, to register the Shares purchased hereunder under either
state or federal securities laws, however, the Company fully
intends to comply with its reporting obligations under Section
13 and Section 15(d) of the Securities Xxxxxxxx Xxx 0000 which
may satisfy the informational requirements of Rule 144 under
the Securities Act of 1933, which allows for the resale of
unregistered securities in certain situations.
E. The undersigned understands that the undersigned may be
forced to bear the economic risk of this investment for an
indefinite period of time because the Shares have not been
registered and, therefore, cannot be sold unless they are
subsequently registered or an exemption from such registration
is available.
F. The undersigned acknowledges that the undersigned has had
an opportunity to ask questions of and receive answers from
duly designated representatives of the Company concerning the
finances of the Company and the proposed business plan of the
Company.
INSTRUCTION: If the subscriber meets any of the qualifications set forth in
paragraph (G) below, check the box next to that paragraph. All subscribers,
whether or not meeting any of the qualifications of paragraph (G), should read
paragraph (H) and check the box next to that paragraph if they qualify under its
provisions. The subscriber agrees to make available any information requested by
the Company to confirm such qualifications. This information is required in
order for the Company to determine the number of persons to whom it may sell
securities and the applicable exemption from registration.
G. The undersigned is an "Accredited Investor" within the
meaning of Rule 501 under the Act in that:
(i) The undersigned is a director or executive officer of
the Company; or
(ii) The undersigned has an individual net worth, or joint
net worth with his or her spouse, which exceeds
$1,000,000 as of the date of signature hereof; or
(iii) The undersigned had individual income exceeding
$200,000 in each of the two most recent years or
joint income with his or her spouse exceeding
$300,000 in each of the two most recent years and has
a reasonable expectation of reaching the same income
level in the current year; or
(iv) The undersigned is a private business development
company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940; or
(v) Other ____________________.
H. The undersigned meets certain minimum investor
qualifications in that:
(i) The undersigned has such knowledge and experience in
financial matters that the undersigned is capable of
evaluating the merits and risks of an investment in
the Shares.
(ii) The undersigned has sufficient net worth or recurring
income, or both, that the undersigned could afford
the loss of the entire investment in the Shares.
(iii) The undersigned understands that the undersigned must
bear the economic risk of this investment for an
indefinite period of time because the Shares have not
been registered and, therefore, cannot be sold unless
they are subsequently registered or an exemption from
such registration is available.
(iv) The investment is suitable for the undersigned upon
the basis of facts, if any, disclosed by the
undersigned as to the undersigned's other security
holdings, financial situation, and needs. For the
purpose of this condition only, it may be presumed
that if the investment does not exceed 10% of the
undersigned's net worth, it is suitable.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
Type of Ownership Sought for Stock Certificate Issuance (check one)
X Individual Ownership Joint Tenant with Right of
Survivorship (both parties
must sign)
Tenants in common Other (please specify)
(both parties must sign)
Dated: March 31, 1999
/s/ Xxx Xxxxx
Xxx Xxxxx
This Subscription Agreement is accepted as of this 31st day of March , 1999.
AR Associates, Inc.
/S/
BY:
ITS:
SCHEDULE"A"
OTHER RECIPIENTS UNDER SUBSCRIPTION AGREEMENT
Share Recipient And Address Number Of Shares To Be Issued
Xxx Xxxxxxxx 11,818,182
Xxxx Xxxxxx 11,818,182
Xxxxxxx Xxxxxx 11,818,182
Xxxx Xxxx 11,818,182
Xxxx Xxxxxx 11,818,182
Xxxx Holtem 11,818,182
Xxxxx Xxxxx 11,818,182
Xxxxxxxxxx Freres S.A. 11,818,182
Xxx Xxxxxx 11,818,182
Xxx Xxxxxxxx 11,818,182
