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EXHIBIT 10.3
INFOTOPIA, INC.
FORM OF
SUBSCRIPTION AGREEMENT
1. SUBSCRIPTION AGREEMENT
READ THE SUBSCRIPTION AGREEMENT IN ITS ENTIRETY. It contains Certain
statements and certain representations required to be made by each subscriber.
Complete, date, and sign the signature page (page 8 of the Subscription
Agreement) and return the executed Subscription Agreement, together with
payment in full for the number of Common Shares subscribed for, to the Company
at the address set forth in item 3 below.
2. CERTIFICATE FOR CORPORATE, PARTNERSHIP, TRUST AND JOINT PURCHASERS.
If the purchaser is a corporation, partnership, trust or two or more
individuals purchasing jointly, note the specific instructions that appear in
the Certificate of Corporate, Partnership, Trust and Joint Purchasers. Please
date and sign the Certificate.
3. PAYMENT
You will be required to submit the executed Signature Page and tender
the correct purchase price in cash, check (made payable to "Infotopia, Inc."),
wire transfer or similar payment (or surrender of Notes) in order to complete
your subscription. See Paragraph 5 to the Subscription Agreement.
Deliver or mail items 1, 2 and 3 to: Infotopia, Inc., 000 Xxxxxxx Xxxx,
Xxxxxxx, XX, 00000 Attention Xxxxxx X. Xxxxx, CEO. (funds can be wire
transferred) See attached document.
ALL INFORMATION SHOULD BE TYPED OR PRINTED IN INK.
ANY CORRECTIONS MUST BE INITIALED.
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INFOTOPIA, INC.
SUBSCRIPTION AGREEMENT
To: Infotopia, Inc.
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, CEO
1. AGREED SUBSCRIPTION; PURCHASE PRICE. The undersigned hereby subscribes
for Common Stock (minimum subscription Shares) issued by Infotopia,
Inc., a Nevada corporation (the "Company") at a price of $ per Share. The
undersigned agrees to promptly tender to the Company payment of the full
subscription price in cash.
The undersigned agrees that this subscription is and shall be
irrevocable, but that it may be rejected, in whole or in part, by the Company,
and that the obligations of the undersigned hereunder will terminate if this
subscription is not accepted by the Company. The undersigned understands that
the Company will notify him if this subscription has been rejected for any
reason. If this subscription is rejected, the payment tendered by him will be
returned to him forthwith, without interest or deduction. If this subscription
is accepted by the Company, the amount of the payment tendered by him will be
applied in accordance with the description set forth in the Term Sheet and
Section 5 hereof.
2. ACKNOWLEDGMENTS OF SUBSCRIBER; ECONOMIC RISK; NO LIQUIDITY. The
undersigned understands and agrees that an investment in the Common Shares is
not a liquid investment. In particular and in addition to the representations
in Section 3 hereof, the undersigned recognizes, acknowledges and agrees that:
2.1 The undersigned must bear the economic risk of investment in the
Common Shares (and the component securities) for an indefinite period of time,
since the Common Shares (and the component securities) have not been registered
under the Securities Act of 1933, as amended (the "Act") or applicable state
securities laws ("State Acts"), and, therefore, cannot be transferred or sold
unless either they are subsequently registered under the Act and applicable
State Acts, or an exemption from registration is available and a favorable
opinion of counsel to that effect is obtained.
2.2 The undersigned will have only those limited rights to register
under the Act and applicable State Acts for the Common Stock.
3. SUBSCRIBER'S REPRESENTATIONS. The undersigned represents to and agrees
with the Company that:
3.1 The undersigned and his purchaser representative(s), if any, have
carefully reviewed and understand the risks of and other considerations relating
to a purchase of the Common Shares.
3.2 The undersigned and his purchaser representative(s), if any,
have been afforded the opportunity to obtain any information necessary to
verify the accuracy of any representations or information set forth in the Term
Sheet and have had all of their inquiries to the Company answered in full, and
have been furnished all requested material relating to the Company, the
offering and sale of the Common Shares and any other matter described in the
Term Sheet.
3.3 Neither the undersigned nor his purchaser representative(s), if
any, have been furnished any offering literature by the Company or any of their
affiliates, associates or agents, other than the Term Sheet and the exhibits
and attachments thereto.
3.4 The undersigned is acquiring the Common Shares for which he
hereby subscribes as principal for his own investment account, and not (1) with
a view to the resale or distribution of all or any part thereof, (2) on behalf
of another person who has not made the foregoing representation, or
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(3) in order for any person to acquire less than the minimum subscription
required hereunder, unless a lesser subscription specifically has been accepted
by the Company.
3.5 The undersigned is an accredited investor, as defined in Rule 501(a) of
Regulation D promulgated pursuant of the Act, by virtue of the fact that
(INITIAL APPLICABLE CHOICES):
___ (i) The undersigned had individual income (exclusive of any
income attributable to spouse) of more than $200,000 in each of the most recent
two years or joint income with the undersigned's spouse in excess of $300,000 in
each of such years and reasonably expects to have income of at least the same
level for the current year.
___ (ii) The undersigned has an individual net worth, or a combined
net worth with the undersigned's spouse, in excess of $1,000,000. For purposes
of this Subscription Agreement, "individual net worth" means the excess of total
assets at fair market value, including home and personal property, over total
liabilities.
___ (iii) The undersigned is a director or executive officer of the
Company.
ACCREDITED PARTNERSHIP, CORPORATION, TRUST OR OTHER INVESTORS MUST INITIAL
AT LEAST ONE OF THE FOLLOWING STATEMENTS.
___ (iv) The undersigned is a bank as defined in section 3(a)(2) of
the Act, or a savings and loan association or other institution as defined in
section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934; an insurance company as defined in section 2(13) of the
Act; an investment company registered under the Investment Company Act of 1940
or a business development company as defined in section 2(a)(48) of that Act; a
Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act
of 1958; a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees if such plan has total assets in
excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors.
___ (v) The undersigned is a private business development company
as defined in section 202(a)(22) of the Investment Advisors Act of 1940.
___ (vi) The undersigned is an organization described in section
501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed of the specific purpose for acquiring
the securities offered, with total assets in excess of $5,000,000.
___ (vii) The undersigned is a trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii) of Regulation D.
___ (viii) All of the equity owners of the undersigned qualify as
accredited investors under one of the statements set forth above.
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3.6 The undersigned has evaluated the risks of investing in the
Company and has substantial experience in making investment decisions of this
type or is relying on his investment decision.
3.7 THE UNDERSIGNED UNDERSTANDS THE FUNDAMENTAL ASPECTS OF AND RISKS
INVOLVED IN AN INVESTMENT IN THE COMPANY'S COMMON SHARES, INCLUDING (1) THE
SPECULATIVE NATURE OF THE INVESTMENT, (2) THE FINANCIAL HAZARDS INVOLVED,
INCLUDING THE RISK OF LOSING THE ENTIRE INVESTMENT, (3) THE LACK OF LIQUIDITY
AND THE RESTRICTIONS ON TRANSFERABILITY OF THE COMMON SHARES (4) THE INHERENT
RISKS RELATING TO THE BUSINESS OF THE COMPANY, AND (5) THE FACT THAT THE
COMPANY HAS A LIMITED OPERATING HISTORY, LIMITED CAPITAL RESOURCES, MAY REQUIRE
ADDITIONAL FINANCING AND HAS ACCUMULATED DEFICITS.
3.8 The address set forth on the Subscription Agreement Signature
Page hereof is the undersigned's true and correct principal address, and the
undersigned has no present intention of becoming a resident of any other state
or jurisdiction.
3.9 The undersigned, if a corporation, partnership, trust or other
form of business entity, (1) is authorized and otherwise duly qualified to
purchase and hold the Common Shares, (2) has its principal place of business at
its residence address set forth on the Subscription Agreement Signature Page
hereof, (3) has not been formed for the specific purpose of acquiring the
Common Shares, and (4) has submitted and executed all documents required
pursuant to the Certificate for Corporate, Partnership, Trust and Joint
Purchasers and Special Subscription Instructions. The person executing this
Subscription Agreement and all other documents related to the offering hereby
represents that he is duly authorized to execute and deliver all such documents
on behalf of the entity. IF THE UNDERSIGNED IS ONE OF THE AFOREMENTIONED
ENTITIES, IT HEREBY AGREES TO SUPPLY ANY ADDITIONAL WRITTEN INFORMATION THAT
MAY BE REQUIRED BY THE COMPANY.
3.10 All of the information that the undersigned has heretofore
furnished to the Company, or that is set forth herein with respect to himself,
his financial position, and his business and investment experience, is correct
and complete as of the date hereof, and, if there should be any material change
in such information prior to the closing of the sale of the Common Shares, the
undersigned will immediately furnish the revised or corrected information to
the Company.
3.11 The undersigned agrees to be bound by all of the terms and
conditions of the offering made by the Term Sheet including the Exhibits
thereto.
3.12 No person other than the undersigned will have a direct or
indirect interest in the Common Shares subscribed for hereby.
3.13 The undersigned consents to the placement of a legend on any
certificate(s) or other document evidencing the Common Shares (if separately
certificated) stating that such securities have not been registered under the
Act and setting forth or referring to the restrictions on transferability and
sales thereof. The undersigned is aware that the Company will make a notation
in its appropriate records with respect to the restrictions on the
transferability of such securities.
3.14 The undersigned understands that the Company will review this
Subscription Agreement and is hereby given authority by the undersigned to call
his bank or place of employment or otherwise review the financial standing of
the undersigned; and it is further agreed that the Company reserves the
unrestricted right to reject or limit in whole or in part any subscription and
to close the offer at any time.
3.15 To the extent the purchaser of the Common Shares is represented
by an investment advisor, the investment advisor makes the following additional
representations:
(i) it has full power and authority to execute and deliver this
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Subscription Agreement on behalf of each of the purchasers for whom it is
executing this Subscription Agreement ("Represented Purchasers") such
Represented Purchaser's investments in the Common Shares are not prohibited by
applicable laws, and such investment advisor's acting on behalf of such
Represented Purchasers with respect to such investments is also not prohibited
by applicable laws. Upon investment advisor's execution and delivery of this
Subscription Agreement on behalf of a Represented Purchaser, and upon execution
and delivery of this Subscription Agreement by the Company, this Subscription
Agreement will constitute the valid, binding and enforceable obligation of such
Represented Purchaser.
(ii) it is an investment advisor registered as such under
the Investment Advisors Act of 1940. It is acting as an investment advisor to
each of the Represented Purchaser's funds be utilized to acquire the Common
Shares.
(iii) it has knowledge and experience in financial and
business matters in general and in similar investments in particular so as to be
capable of evaluating the merits and risk of an investment in the Common Shares.
Attached to the signature page of this Subscription Agreement is the written
evidence of discretionary authority of the investment advisor with respect to
each of the represented purchasers.
4. STATE LAW LEGENDS
4.1 COLORADO RESIDENTS. The undersigned acknowledges that the
Common Shares, the Dividend Stock and the Conversion Stock have not been
registered under the Colorado Securities Act (the "Colorado Act"), and therefore
cannot be sold or transferred by the investor except in a transaction which is
exempt under the Colorado Act or pursuant to an effective registration
thereunder.
4.2 CONNECTICUT RESIDENTS. The undersigned acknowledges that the
Common Shares, the Dividend Stock and the Conversion Stock have not been
registered under the Connecticut Uniform Securities Act, as amended (the
"Connecticut Act") and are subject to restrictions on transferability and sale
of securities as set forth herein. The undersigned hereby agrees that such
securities will not be transferred or sold without registration under the
Connecticut Act or exemption therefrom.
4.3 FLORIDA RESIDENTS. As described in the introductory pages of
the Term Sheet, Florida investors have, under certain circumstances, a right of
recision pursuant to Section 517.061(11)(a)(5) of the Florida Securities and
Investor Protection Act.
4.4 KANSAS. The undersigned acknowledges that the Common Shares,
the Dividend Stock and the Conversion Stock have not been registered under the
Kansas Securities Act (the "Kansas Act"), and therefore cannot be sold or
transferred by the investor except in a transaction which is exempt under the
Kansas Act or pursuant to an effective registration thereunder.
4.5 MINNESOTA. The undersigned acknowledges that the Common
Shares, the Dividend Stock and the Conversions Stock have not been registered
under the Minnesota Blue Sky Law (the "Minnesota Act"), and therefore cannot be
sold or transferred by the investor except in transaction which is exempt under
the Minnesota Act or pursuant to an effective registration thereunder.
4.6 NEW JERSEY RESIDENTS. The undersigned acknowledges that the
Common Shares, the Dividend Stock and the Conversions Stock have not been
approved or disapproved by the Bureau of Securities of the State of New Jersey
nor has the Bureau passed on or endorsed the merits of this offering. Any
representation to the contrary is unlawful.
4.7 NEW YORK RESIDENTS. Each New York purchaser of the Common
Shares understands that this offering of Common Shares of the Company has not
been reviewed by the attorney general of the State of New York. The undersigned
understands that any offering literature used in connection with this offering
has not been pre-filed with the attorney general and has not been reviewed by
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the attorney general prior to its use. The attorney general of the state of New
York has not passed on or endorsed the merits of this offering. Any
representation to the contrary is unlawful. The Common Shares are being
purchased for the undersigned's own account for investment, and not for
distribution or resale to others. The undersigned agrees that he will not sell
or otherwise transfer the Common Shares or the component securities unless they
are registered under the federal Securities Act of 1933 or unless and exemption
from such are registration is available. The undersigned represents that he has
adequate means of providing for this current needs and possible personal
contingencies, and that he has no need for liquidity of this investment.
4.8 OHIO. The undersigned acknowledges that the Common Shares, the
Dividend Stock and the Conversion Stock have not been registered under the Ohio
Securities Act (the "Ohio Act"), and therefore cannot be sold or transferred by
the investor except in a transaction which is exempt under the Ohio Act or
pursuant to an effective registration thereunder.
4.9 OREGON. The undersigned acknowledges that the Common Shares, the
Dividend Stock and the Conversion Stock have no been registered under the Oregon
Securities Law (the "Oregon Act"), and therefore cannot be sold or transferred
by the investor except in a transaction which is exempt under the Oregon Act or
pursuant to an effective registration thereunder.
4.10 TEXAS RESIDENTS. The undersigned hereby acknowledges that the
Common Shares, the Dividend Stock and the Conversion Stock cannot be sold unless
they are subsequently registered under the Securities Act of 1933, as amended,
and the Texas Securities Act, or an exemption from registration is available.
The undersigned further acknowledges that because such securities are not
readily transferable, he must bear the economic risk of his investment for an
indefinite period of time.
5. TERMS OF SUBSCRIPTION AND CLOSING
5.1 The subscription will begin as of the date of this agreement and
will terminate upon completion (the "Termination Date"). The minimum
subscription per subscriber shall be _____ shares at $___ per share.
5.2 The Company reserves the right in its discretion, to (i) offer and
sell up to as many Common Shares as required to fund the companies strength. The
Company is not required to notify any Common Share subscriber or purchaser of
the offer and sale of any additional Common Shares.
5.3 Upon receipt and acceptance by the Company of subscription
documents and payment (collected funds or surrendered Notes) for Common Shares,
the Company shall, with reasonable dispatch, issue and mail the Common Shares so
purchased to investors (the "Closing"). Since there is no minimum offering, upon
receipt of payment (clearance of funds) and executed Subscription Agreement in
form and substance satisfactory to the Company, the Company will issue Common
Shares as collected funds or surrendered Notes are received.
5.4 SUBSCRIPTIONS WILL NOT BE DEEMED ACCEPTED BY THE COMPANY UNTIL THE
LATEST TO OCCUR OF (i) RECEIPT FROM AN INVESTOR OF A DULY EXECUTED AND COMPLETED
SUBSCRIPTION AGREEMENT; (ii) SATISFACTION, IN THE COMPANY'S SOLE DISCRETION THAT
THE SUBSCRIBER IS AN ACCREDITED INVESTOR; AND (iii) COLLECTED FUNDS OR
SURRENDERED NOTES WITH RESPECT TO SUCH SUBSCRIPTION. SUBSCRIPTIONS MAY NOT BE
WITHDRAWN BY A SUBSCRIBER AFTER DELIVERY OF THE EXECUTED SUBSCRIPTION AGREEMENT.
THE COMPANY MAY, IN ITS SOLE DISCRETION, ACCEPT OR REJECT THE SUBSCRIPTION OF
ANY PERSON IN WHOLE OR IN PART.
6. The foregoing representations are true and accurate as of the date
hereof, shall be true and accurate as of the date of the execution of this
Subscription Agreement, and shall survive such date. If, in any respect, such
representations shall not be true and accurate prior to or upon the execution of
this Subscription Agreement, the undersigned shall give written notice of such
fact to the Company, specifying which representations are not true and accurate
and the reasons therefore, with a copy to his purchaser representative(s), if
any.
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7. This subscription is not transferable or assignable by the
undersigned.
8. This subscription, upon acceptance by the Company, shall be
binding upon the heirs, executors, administrators, successors and assigns of
the undersigned.
9. This Subscription Agreement shall be construed in accordance with
and governed by the laws of the State of Nevada without giving effect to
conflict of laws principles.
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INFOTOPIA, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
I the undersigned hereby agree to purchase shares of Infotopia, Inc.
Common Stock for $ .
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Signature Date
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Social Security Number or Tax Payer ID
Address of Purchaser:
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