Exhibit 4(i)(2)
SUBSCRIPTION AGREEMENT
NEW TECH VENTURES, INC.
0000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
IN ORDER TO PURCHASE SHARES OF COMMON STOCK, $.001 PAR VALUE
PER SHARE OF NEW TECH VENTURES, INC., (THE "COMPANY") AS
DESCRIBED IN THE PROSPECTUS DATED _____________,
ACCOMPANYING THIS SUBSCRIPTION AGREEMENT, EACH SUBSCRIBER
MUST COMPLETE, EXECUTE AND RETURN THIS SUBSCRIPTION
AGREEMENT, ALONG WITH THE PAYMENT, BY CHECK PAYABLE TO
"FIRSTRUST SAVINGS BANK, AS ESCROW AGENT," FOR THE SHARES
PURCHASED, TO THE COMPANY AT 0000 XXXXXXXX, XXXXX 0000, XXX
XXXX, XXX XXXX 00000. CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED SHALL HAVE THE MEANING ASCRIBED THERETO IN
THE PROSPECTUS.
1. Subscription
The undersigned (the "Subscriber") hereby subscribes for and agrees to
purchase from New Tech Ventures, Inc. (the "Company"), subject to the terms and
conditions set forth in the Prospectus dated ________________ (the
"Prospectus"), a copy of which accompanied this Subscription Agreement, _____
shares of the Company's common stock $.001 par value per share, at a price per
Share of $.03 per share or $_____ in the aggregate (the "Subscription Price").
2. Payment
The Subscription Price must accompany this Subscription and shall be paid
by check payable to "Firstrust Savings Bank, as Escrow Agent."
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3. Subscription Information
If an Individual: If a Corporation:
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Full Name Full Corporation Name
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Residential Address Head Office Address
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City Province/State Postal Code City Province/State Postal Code
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Telephone Telecopier Attention
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Social Security No. or Tax Telephone Telecopier
Identification No. (US Persons)
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Tax Identification No.
If a Corporation, please provide the names of its directors below:
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4. Representations of Non US Subscribers
If the prospective Subscriber is a resident of a jurisdiction (the
"International Jurisdiction") other than the United States of America or one of
its possessions or territories, such Subscriber will be required to represent
that:
(a) he is a resident of the International Jurisdiction;
(b) he is knowledgeable of, or has been independently advised as to, the
applicable securities laws of the International Jurisdiction, if any,
which would apply to this subscription;
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(c) he is purchasing the Shares pursuant to exemptions from the prospectus
and/or registration requirements under the applicable securities laws
of that International Jurisdiction; or, if such is not applicable, the
investor is permitted to purchase the Shares under the applicable
securities laws of the International Jurisdiction without the need to
rely on exemptions;
(d) the applicable securities laws do not require the Company to make any
filings or seek any approvals of any kind whatsoever from any
regulatory authority in the International Jurisdiction; and
(e) the investor will, if requested by the Company, deliver to the Company
a certificate or opinion of local counsel from the International
Jurisdiction which will confirm the matters referred to in
subparagraphs (c) and (d) above to the satisfaction of the Company,
acting reasonably.
5. Special State Law Considerations
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT, BY
REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF
THE OFFERING. THE SHARES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO
ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE FLORIDA SECURITIES
ACT, IF SUCH REGISTRATION IS REQUIRED.
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. IN
THE EVENT THAT SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN THE STATE OF
FLORIDA PURSUANT TO THE EXEMPTION FOR LIMITED OFFERS OR SALES OF SECURITIES SET
FORTH IN SECTION 517.061(11)(a) OF THE FLORIDA SECURITIES AND INVESTOR
PROTECTION ACT, ANY SALE IN FLORIDA MADE PURSUANT TO SUCH SECTION IS VOIDABLE BY
THE PURCHASER IN SUCH SALE EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER
OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE
ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO
ACCOMPLISH THIS, IT IS SUFFICIENT FOR A FLORIDA INVESTOR TO SEND A LETTER OR
TELEGRAM TO THE COMPANY WITHIN SUCH THREE (3) DAY PERIOD STATING THAT IT IS
VOIDING AND RESCINDING THE PURCHASE. IF ANY INVESTOR SENDS SUCH A LETTER, IT IS
PRUDENT TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT THE
LETTER IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING.
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6. Miscellaneous
(a) All pronouns and any variations thereof used herein shall be deemed to
refer to the masculine, feminine, impersonal, singular or plural, as the
identity of the person or persons may require.
(b) This Subscription Agreement constitutes the legal, valid and binding
obligation of the undersigned enforceable in accordance with its terms. This
Subscription Agreement shall be enforced, governed and construed in all respects
in accordance with the laws of the State of New York, as such laws are applied
by New York courts to agreements entered into and to be performed in New York
and between residents of New York, and shall be binding upon the Subscriber, the
Subscriber's heirs, estate, legal representatives, successors and assigns. If
any provision of this Subscription Agreement is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof that
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.
(c) This Subscription Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by both parties hereto.
(d) Except as set forth herein, neither this Subscription Agreement nor any
provision hereof shall be waived, modified, changed, discharged, terminated,
revoked or canceled except by an instrument in writing signed by the party
effecting the same against whom any change, discharge or termination is sought.
(e) The Offering may be withdrawn at any time prior to the issuance of
Shares to prospective Subscribers. Further, in connection with the offer and
sale of the Shares, the Company reserves the right, in its sole discretion, to
reject any subscription in whole or in part or to allot to any prospective
subscriber fewer than the Shares applied for by such subscriber. The Shares are
offered by the Company subject to prior sale, acceptance of an offer to
purchase, withdrawal, cancellation or modification of the offer, without notice.
(f) This Subscription Agreement does not constitute an offer to sell or a
solicitation of any offer to buy any securities offered hereby by anyone in any
jurisdiction in which such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
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In Witness Whereof, the Subscriber has executed this Subscription Agreement
on this ____ day of ________, ________.
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Name of Subscriber
(Please type or Print)
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[Signature of Subscriber or of
duly authorized signatory of a
corporation, partnership or
other subscriber that is not a
natural person]
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Name:
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Title: Please print or type
name and title of duly
authorized signatory of a
corporate, partnership or
other subscriber that is not a
natural person.
Accepted this ___ day of _________, _______
NEW TECH VENTURES, INC.
By:
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(Signature of duly authorized signatory)
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