SUBSCRIPTION AGREEMENT
EXHIBIT
4.1
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES
LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933
ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, SUBJECT TO THE COMPANY’S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
IT.
This
SUBSCRIPTION AGREEMENT (this “Agreement”) is made by and
between the investor signatory hereto (the “Investor”) and
Fluid Media Networks, Inc., a Nevada corporation (the
“Company”).
WHEREAS,
subject to the terms and conditions in this Agreement, the Investor irrevocably
agrees to subscribe for and purchase (subject to acceptance of such subscription
by the Company) the number of shares of Common Stock (the
“Shares”), of the Company set forth on the Investor’s signature
page hereto (the “Purchase”) for a purchase price in cash equal
to $0.40 per share of Common Stock (the aggregate amount to be paid by the
Investor shall be referred to as the “Purchase
Price”).
NOW,
THEREFORE, in order to implement the foregoing and in consideration of the
mutual representations, warranties, covenants and agreements contained herein
and for other good and valuable consideration, the receipt and adequacy of
which
are hereby acknowledged, the parties hereto agree as follows.
1. SUBSCRIPTION
FOR AND PURCHASE OF THE SHARES.
1.1 Subscription
for Shares by the Investor. Subject to the terms and conditions
in this Agreement, the Investor hereby irrevocably subscribes for and agrees
to
purchase, the Shares. Simultaneously with the execution of this
Agreement, the Subscriber is paying and delivering to the Company the Purchase
Price. In addition, the Investor is delivering to the Company an
executed Confidential Investment Qualification Questionnaire.
1.2 Closing. The
closing (the “Closing”) of the Purchase and the transactions
contemplated by this Agreement shall be ______________, 2007 (the
“Closing Date”) and shall take place at the offices of Xxxxx
Xxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000.
1.3 Company
Deliveries. At the Closing, the Company shall deliver to the
Investor stock certificates representing the Shares to be purchased by the
Investor at the Closing, each of which shall be registered in such Investor’s
name or its designee, against delivery to the Company of the Purchase
Price.
2. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and
warrants to the Investor as follows.
2.1 Organization. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with the requisite power and authority
to
own its properties and to carry on its business as conducted.
2.2 Authority. The
Company has the requisite power and authority to execute and deliver this
Agreement, and perform its obligations herein, and consummate the transactions
contemplated hereby. The Company has duly executed and delivered this
Agreement and has obtained the necessary authorization to execute and deliver
this Agreement and to perform its obligations herein and to consummate the
transactions contemplated hereby. This Agreement is a valid, legal
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and subject to general principles of
equity (regardless of whether such enforcement is considered in a proceeding
at
law or at equity).
2.3 Shares
Duly Authorized. All of the Shares to be issued to the Investor
pursuant to this Agreement, when issued and delivered in accordance with
the
terms of this Agreement, will be duly authorized, validly issued, fully paid
and
non-assessable.
3. REPRESENTATIONS
AND WARRANTIES OF THE INVESTOR. The Investor hereby represents
and warrants to the Company as follows.
3.1 Organization. The
Investor, if an entity, is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, having
full
power and authority to own its properties and to carry on its business as
conducted. The Investor, if a natural person, is of legal age,
competent to enter into a contractual obligation. The principal place
of business or principal residence of the Investor is as shown on the signature
page of this Agreement.
3.2 Authority. The
Investor has the requisite power and authority to deliver this Agreement,
and
perform his, her or its obligations herein, and consummate the transactions
contemplated hereby. The Investor has duly executed and delivered
this Agreement and has obtained the necessary authorization to execute and
deliver this Agreement and to perform his, her or its obligations herein
and to
consummate the transactions contemplated hereby. This Agreement is a
valid, legal and binding obligation of the Investor enforceable against the
Investor in accordance with its terms, except to the extent that enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether such enforcement is considered in a proceeding
at law or at equity).
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3.3 Investor
Intent. Unless the Investor is acting in a fiduciary capacity as
provided in Section 3.4 below, the Investor is
acquiring the Shares for its own account as principal, for investment purposes
only, not for any other person or entity and not for the purpose of resale
or
distribution. By executing this Agreement, the Investor further
represents that the Investor does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations
to such
person or to any third person, with respect to any of the Shares.
3.4 Fiduciary
Capacity. If the Investor is subscribing for the Shares in a
fiduciary capacity, the Investor makes these representations and warranties
on
behalf of the person(s) or entity(ies) for whom the Investor will purchase
the
Shares.
3.5 Financial
Status. The Investor has such knowledge and experience in
financial and business matters as will enable the Investor to evaluate the
merits and risks of an investment in the Company. The Investor, if a
natural person, has adequate means of providing for his, her or its current
financial needs and personal contingencies, and has no need for liquidity
in the
investment in the Shares, understands that he, she or it may not be able
to
liquidate his, her or its investment in the Company in an emergency, if at
all,
and can afford a complete loss of the Purchase Price.
3.6 Accredited
Investor. The Investor is an Accredited Investor, as defined by
Rule 501 of Regulation D of the Securities Act of 1933, as amended (the
“1933 Act”). If the Investor is a corporation,
partnership, trust or other entity, the Investor was not organized for the
specific purpose of acquiring the Shares.
3.7 Investor
is Not a U.S. Person. The Investor is not a U.S. Person as such
term is defined by Rule 902 of Regulation S of the 1933 Act and is not acquiring
the Shares for the account or benefit of any U.S. Person.
3.8 Access
to Information. In purchasing the Shares, the Investor is relying
on its independent investigation of the Company. The Investor has
received and reviewed all information the Investor considers necessary or
appropriate for deciding whether to purchase the Shares. The Investor
further represents that the Investor has had an opportunity to ask questions
and
receive answers from the Company regarding the terms and conditions of purchase
of the Shares and regarding the business, financial affairs and other aspects
of
the Company and has further had the opportunity to obtain any information
(to
the extent the Company possesses or can acquire such information without
unreasonable effort or expense) which the Investor deems necessary to evaluate
the investment and to verify the accuracy of information otherwise provided
to
the Investor.
3.9 No
Other Representations; No General Solicitation. Neither the Company nor any
other person or entity has made any commitment, representation or warranty
to
the Investor of any type or manner with respect to the Investor’s investment in
the Company, and the Investor has not relied on any commitments, representations
or warranties, except those set forth herein. The Investor also acknowledges
that it has been advised to consult with its own attorney regarding legal
matters concerning the Company and to consult with its tax advisor regarding
the
tax consequences of acquiring the Shares. The Investor has received no general
solicitation or general advertisement in connection with the Purchase or
an
investment in the Company. The Investor did not subscribe for 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.
3
3.10 Accuracy
of Information. The Investor understands and acknowledges that
the Company is relying on the accuracy, veracity and completeness of the
information provided by the Investor in this Agreement and otherwise in
connection with the Purchase with respect to the offer and sale the
Shares. As of the date hereof and as of the Closing, the
representations and warranties of the Investor contained herein and all
information provided by the Investor to the Company concerning the Investor,
its
financial position and its knowledge of financial and business matters with
respect to Investor’s investment in the Shares under this Agreement, including,
but not limited to, the information set forth in the Confidential Investment
Qualification Questionnaire attached hereto and incorporated herein, is correct
and complete, and if there should be any changes in that information prior
to
the Investor purchasing the Shares, the Investor will immediately provide
the
Company with the correct information.
4. AGREEMENTS
AND ACKNOWLEDGEMENTS OF THE INVESTOR. The Investor hereby agrees
and acknowledges to the Company as follows.
4.1 No
Registration. The Investor understands that the Shares being
acquired by the Investor have not been registered under the 1933 Act, in
reliance on an exemption therefrom for transactions not involving any public
offering, that the Shares have not been approved or disapproved by the
Securities and Exchange Commission or by any other federal or state agency,
and
that no such agency has passed on the accuracy or adequacy of disclosures
made
to the Investor by the Company. No federal or state governmental
agency has passed on or made any recommendation or endorsement of the Shares
or
an investment in the Company.
4.2 Regulation
S Conditions. If the Investor attempts to sell, transfer or otherwise
dispose of the Shares prior to the one-year distribution compliance period
(as
described in Regulation S), Investor agrees that:
(a) The
offer or sale of the Shares by the Investor, if made prior to the expiration
of
a one-year distribution compliance period (which is defined as the period
which
begins when the Shares were first offered to persons other than distributors,
as
defined in Section 4.4(b)
herein, in reliance upon Regulation S, or the date of the closing of the
offering of the Shares, whichever is later, and continuing until one year
thereafter, except as otherwise provided in Regulation S) shall not be made
to a
U.S. Person or for the account of a U.S. Person, other than a
distributor;
(b) The
offer and sale of the Shares by the Investor, if made prior to the expiration
of
a one-year distribution compliance period shall also comply with the following
conditions:
(i) The
Investor shall require that prior to the sale or transfer, t he purchaser
of the
Shares (other than a distributor) certifies that it is not a U.S. Person
and is
not acquiring the Shares for the account or benefit of any U. S. Person or
is a
U.S. Person who purchased securities in a transaction that did not require
registration under the 1933 Act;
4
(ii) The
Investor shall require that prior to the sale or transfer, the purchaser
of the
Shares agrees to resell such securities only in accordance with the provisions
of Regulation S, pursuant to registration under the 1933 Act, or pursuant
to an
available exemption from registration; and agrees not to engage in hedging
transactions with regard to such securities unless in compliance with the
1933
Act; and
(iii) The
Investor shall require that prior to the sale or transfer, the securities
to be
transferred by Investor contain a legend to the effect that transfer is
prohibited except in accordance with the provisions of Regulation S, pursuant
to
registration under the 1933 Act, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may
not
be conducted unless in compliance with the 1933 Act;
(c) The
Investor understands the Company, to comply with Regulation S, shall refuse
to
register any transfer of the securities not made in accordance with the
provisions of Regulation S, pursuant to registration under the 1933 Act,
or
pursuant to an available exemption from registration; provided, however,
that if
the securities are in bearer form or foreign law prevents the issuer of the
securities from refusing to register securities transfers, the Company shall
be
entitled to implement such other reasonable procedures as it may elect to
prevent any transfer of the securities not made in accordance with the
provisions of Regulation S; and
(d) Investor
further agrees to provide written notice to any distributor, wherein the
distributor agrees, that each distributor selling securities to a distributor,
a
dealer (as defined in section 2(12) of the 1933 Act), or a person receiving
a
selling concession, fee or other remuneration, prior to the expiration of
the
one-year distribution compliance period, shall send a confirmation or other
notice to the purchaser stating that the purchaser is subject to the same
restrictions on offers and sales that apply to the distributor.
4.3 Legends.
Investor understands that the certificates evidencing the Shares bear or
will
bear one or all of the following legends: (i) “THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE 1933 ACT, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
FOR
SALE, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS, OTHER
THAN DISTRIBUTORS AS DEFINED IN REGULATION S, IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH 1933 ACT OR
AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT
REQUIRED OR PURSUANT TO AN EXEMPTION THEREFROM, AND PRIOR TO THE ONE-YEAR
DISTRIBUTION COMPLIANCE PERIOD HEDGING TRANSACTIONS IN THE SHARES MAY NOT
BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.”; and (ii) any other legend
required by the laws of the jurisdiction where Investor
resides.
5
4.4 Limitations
on Disposition and Resale.
(a) The
Investor understands that the Shares cannot be sold, transferred or otherwise
disposed of unless the Shares have been registered by the Company pursuant
to
the 1933 Act and any applicable state securities laws, unless an exemption
therefrom is available. The Investor understands that it may not be
possible for the Investor to liquidate his, her or its investment in the
Company; and the Investor agrees not to sell, transfer or otherwise dispose
of
his, her or its Shares unless such sale, transfer or other disposition is
in
accordance with any applicable agreement(s) restricting transfer thereof
and the
Shares have been so registered or an exemption from the requirement of
registration is available under the 1933 Act. The Investor recognizes
that there will not be any public trading market for the Shares and, as a
result, the Investor may be unable to sell or dispose of its interest in
the
Company.
(b) In
the event the Shares are offered or sold by a distributor (which is defined
to
mean any underwriter, dealer or other person who participates, pursuant to
a
contractual arrangement, in the distribution of the Shares offered and sold
pursuant to this Agreement in reliance on Regulation S), the Investor
represents, warrants and agrees that it shall provide to and require the
distributor to sign a notice agreeing to comply with the following
conditions:
(i) that
all offers and sales of the Shares prior to the expiration of the one-year
distribution compliance period shall be made only in accordance with the
provisions of Rule 903 or 904 of Regulation S, pursuant to registration of
the
Shares under the 1933 Act, or pursuant to an available exemption under the
1933
Act; and
(ii) the
distributor will not engage in hedging transactions with regard to such Shares
prior to the expiration of the one-year distribution compliance period specified
in Rule 903 of Regulation S unless in compliance with the 1933 Act.
4.5 High
Degree of Risk. The Investor recognizes that the Company has
generated net losses since inception, and, accordingly, an investment in
the
Company is extremely speculative and involves a high degree of
risk. The Investor has taken full cognizance of and understands all
of the risk factors related to the purchase of the Shares.
4.6 Irrevocable
Subscription and Cancellation. The Investor understands that this
subscription is irrevocable, except as otherwise provided in any applicable
federal or state law governing this Agreement and the transactions contemplated
herein.
4.7 Confidentiality. Information
provided to the Investor by the Company in connection with this Agreement
(whether oral or written) is confidential and nonpublic, and all such
information shall be kept in confidence by the Investor and shall neither
be
used by the Investor to the Investor’s personal benefit (other than in
connection with the Investor’s subscription for the Shares) nor disclosed to any
third party for any reason; provided, that this obligation shall not apply
to
any such information that (i) is part of the public knowledge or literature
and
readily accessible as of the date hereof, (ii) becomes part of the public
knowledge or literature and readily accessible by publication (except as
a
result of a breach of these provisions); or (iii) is received from third
parties
(except third parties who disclose such information in violation of any
confidentiality agreements including, without limitation, any agreement they
may
have with the Company).
6
5. INDEMNIFICATION. The
Investor shall indemnify and hold harmless the Company and its officers,
employees, directors, agents, affiliates, or control persons of any such
entity
who was or is a party or is 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 by the Investor to the Company concerning itself or its
financial position in connection with the offering or sale of the Shares
against
losses, liabilities and expenses for which the Company or any of its officers,
employees, agents, affiliates, directors, or control persons of any such
entity
have not otherwise been reimbursed (including attorneys’ fees, judgments, fines
and amounts paid in settlement) as incurred by such person or entity in
connection with such action, suit, or proceeding.
6. ARBITRATION. Any
dispute concerning this Agreement (or the investment in the Company) shall
be
submitted to binding arbitration before a single arbitrator under the then
applicable rules of the American Arbitration Association (or any successor
thereto or any replacement arbitration tribunal as agreed to by the
parties). The arbitration hearing will be held in Los Angeles,
California. The remedial authority of any arbitrators serving under
any dispute shall be the same as, but no greater than would be, the remedial
power of a court having jurisdiction over the parties and their
dispute. The prevailing party or parties in any such dispute shall be
entitled to recover reasonable attorney’s fees and costs as determined by the
arbitration.
7. GOVERNING
LAW; SEVERABILITY. This Agreement is governed by and shall be
construed in accordance with the law of the State of California, excluding
any
conflict-of-laws rule or principle that might refer the governance or
construction of this Agreement to the law of another jurisdiction. If
any provision of this Agreement or the application thereof to any person
or
circumstance is held invalid or unenforceable to any extent, the remainder
of
this Agreement and the application of that provision to other persons or
circumstances is not affected thereby, and that provision shall be enforced
to
the greater extent permitted by law.
8. ASSIGNMENT. The
Investor shall have neither the right nor the power to assign or delegate
any
provision of this Agreement except with the prior written consent of the
Company. Except as provided in the preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of the parties’ respective
successors, assigns, executors and administrators.
9. COUNTERPARTS. This
Agreement may be executed in separate counterparts, each of which shall be
deemed an original and both of which shall constitute one and the same
document. This Agreement may also be executed and delivered by
facsimile signature, or by e-mail, pdf or other image file, and in two or
more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. ENTIRE
AGREEMENT. This Agreement and any agreements referenced herein
constitute the entire agreement between the parties hereto with respect to
the
subject matter hereof and may be amended only in a writing executed by the
party
to be bound thereby.
7
11. FURTHER
ASSURANCES. Each of the parties hereto agrees that it will, from
time to time after the date of this Agreement, execute and deliver such other
certificates, documents and instruments and take such other action as may
be
reasonably requested by the other party to carry out the actions and
transactions contemplated by this Agreement.
12. PUBLIC
ANNOUNCEMENTS. Subject to any requirement of applicable law, all
public announcements or similar publicity with respect to this Agreement
or the
transactions contemplated hereby shall be made or issued only with the prior
written consent of the Company.
13. NOTICES. All
notices and other communications hereunder shall be in writing and shall
be
deemed to have been duly given (a) when delivered personally, (b) when
transmitted by facsimile (transmission confirmed), (c) on the fifth business
following mailing by registered or certified mail (return receipt requested),
or
(d) on the next business day following deposit with an overnight delivery
service of national reputation, to the parties at the following addresses
and
facsimile numbers (or at such other address or facsimile number for a party
as
may be specified by like notice).
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If
to Investor: to the Investor’s address and or facsimile
number
appearing on the books of the Company
|
|
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If
to the Company:
0000-X
Xxxxxxxx Xxx
Xxxxxx
Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx
Xxxxxxx
Facsimile:
(000) 000-0000
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with
a copy to:
Xxxxx
Xxxxxxx, LLP
The
Gas Company Tower
000
Xxxx Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxxxxx, XX 00000
Attention: Xxxxx
Xxxx-Xxxxx, Esq.
Facsimile: (000)
000-0000
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[The
remainder of this page is intentionally left blank]
8
[SIGNATURE
PAGE FOR INDIVIDUAL SUBSCRIBER]
IN
WITNESS WHEREOF, the parties have hereby executed this Subscription
Agreement as of the day set forth above and in the acceptance set forth
below.
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______________________________________________
Number
of Shares which Subscriber Desires to
Purchase
______________________________________________
Dollar
Amount of Subscription
Tendered
by Subscriber
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SUBSCRIBER
NAME
By: ________________________________________
___________________________________________
Signature
of Joint Subscriber
___________________________________________
Residence
Address
(Street
Address)
___________________________________________
(City
and
State)
(Zip Code)
___________________________________________
Telephone
Number
___________________________________________
Social
Security Number or
Taxpayer
Number of Subscriber
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ACCEPTANCE
The
foregoing subscription is hereby accepted, subject to the terms and conditions
hereof, as of __________ ___, 2007.
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______________________________________________
Amount
of Subscription Accepted
______________________________________________
Number
of Shares
|
By: _______________________________________
Name:
Title:
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9
[SIGNATURE
PAGE FOR SUBSCRIBERS WHICH ARE ENTITIES]
IN
WITNESS WHEREOF, the parties have hereby executed this Subscription
Agreement as of the day set forth above and in the acceptance set forth
below.
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______________________________________________
Number
of Shares which Subscriber Desires to Purchase
______________________________________________
Dollar
Amount of Subscription
Tendered
by Subscriber
|
Name
of Subscriber (Print or Type)
By: _______________________________________
Signature
Its:
_______________________________________
Title
___________________________________________
Principal
Place of Business of Subscriber
___________________________________________
(City
and
State)
(Zip Code)
___________________________________________
Telephone
Number
___________________________________________
Tax
Identification Number of Subscriber
|
ACCEPTANCE
The
foregoing subscription is hereby accepted, subject to the terms and conditions
hereof, as of __________ ___, 2007.
|
______________________________________________
Amount
of Subscription Accepted
______________________________________________
Number
of Shares
|
By: _____________________________________
Name:
Title:
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10
CONFIDENTIAL
INVESTMENT QUALIFICATION QUESTIONNAIRE
a
Nevada corporation
SPECIAL
INSTRUCTIONS
In
order
to establish the availability under federal and state securities laws of
an
exemption from registration or qualification requirements for the proposed
offering, you are required to represent and warrant, and by executing and
delivering this questionnaire will be deemed to have represented and warranted,
that the information stated herein is true, accurate and complete to the
best of
your knowledge and belief, and may be relied on by the
Company. Further, by executing and delivering this questionnaire you
agree to notify the Company and supply corrective information promptly if,
prior
to the consummation of your purchase of the Shares, any such information
becomes
inaccurate or incomplete. Your execution of this questionnaire does
not constitute any indication of your intent to subscribe for the
Shares.
A
subscriber who is a naturalperson must complete each Question
except for 2 and 5.
A
subscriber that is an entity other than a trust must complete each
Question except for 3 and 5.
A
subscriber that is a trust must complete each Question except for
3.
GENERAL
INFORMATION
1. All
Subscribers.
a. Name(s)
of prospective
investor(s): ______________________________________________
b. Address: __________________________________________________________________
c. Tel.
No.: (____) ____________
2. Subscribers
That Are Entities.
a. Type
of entity:
___ Trust
___ Company
___ Partnership
___ Other:
b. State
and date of legal
formation: _______________________________________________
c. Nature
of
Business: __________________________________________________________
11
d. Was
the entity organized for the specific purpose of acquiring the Shares in
this
offering?
Yes
____ No
____
e. Federal
tax identification
number: _______________________________________________________________
3. Subscribers
Who Are Individuals.
a. State
where registered to
vote: ________________________________________________________________
b. Social
Security
Number: _____________________________________________________________________
c. Please
state the subscriber’s education and degrees earned:
Degree School Year
_________
___________________________________ _____
_________
___________________________________ _____
d. Current
occupation (if retired, describe last occupation):
Employer: ______________________________________________________________________________________
Nature
of
Business: _______________________________________________________________________________
Position: _______________________________________________________________________________________
Business
Address: ________________________________________________________________________________
Tel.
No.:
(___) ____________
4. Accreditation. Does
the subscriber satisfy one or more of the following accredited investor
requirements? Contact the Company if none of the following is
applicable.
Investor
is:
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£
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A
natural person whose net worth (or joint net worth with my spouse)
is in
excess of $1,000,000 as of the date
hereof.
|
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£
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A
natural person whose income in each of the two preceding calendar
years
was, and whose income in the current calendar year is, reasonably
expected
to be in excess of $200,000 or joint income with my spouse in each
of the
two preceding calendar years was, and in the current calendar year
is,
reasonably expected to be in excess of
$300,000.
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£
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A
director or executive officer of the
Company.
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12
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£
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A
trust with total assets in excess of $5,000,000, not formed for
the
specific purpose of investing in the Stock of the Company, whose
purchases
are directed by a sophisticated person, who has such knowledge
and
experience in financial and business matters that he or she is
capable of
evaluating the merits and risks of an investment in the Stock of
the
Company.
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£
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A
“bank”, “savings and loan association”, or “insurance company” as defined
in the 1933 Act.
|
|
£
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A
broker/dealer registered pursuant to Section 15 of the Securities
Exchange
Act of 1934, as amended.
|
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£
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An
investment company registered under, or a “business development company”
as defined in Section 2(a)(48) of the Investment Company Act of
1940.
|
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£
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A
Small Business Investment Company licensed by the U.S. Small Business
Administration under the Small Business Investment Act of
1958.
|
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£
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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 and having total assets in excess
of
$5,000,000.
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£
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An
“employee benefit plan” as defined in the Employee Retirement Income
Security Act of 1974 (a “Plan”) which has total assets in excess of
$5,000,000.
|
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£
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A
Plan whose investment decisions, including the decision to subscribe
for
the Stock of the Company, are made solely by (i) a “plan fiduciary” as
defined in Section 3(21) of the Employee Retirement Income Security
Act of
1974, which includes a bank, a savings and loan association, an
insurance
company or a registered investment adviser, or (ii) an “accredited
investor” as defined under Rule 501 (a) of the 1933
Act.
|
|
£
|
A
private business development company as defined in Section 202(a)(22)
of
the Investment Advisers Act of
1940.
|
|
£
|
Any
organization described in Section 501(c)(3) of the Internal Revenue
Code,
corporation, Massachusetts or similar business Trust, or partnership,
not
formed for the specific purpose of investing in the Shares and
having
total assets in excess of
$5,000,000.
|
|
£
|
Any
entity in which all of the equity owners meet one of the above
descriptions.
|
13
5. Trusts.
Does
the
trust meet the following tests:
a. Has
total assets in excess of $5,000,000?
Yes
____ No
____
b. Was
formed for the purpose of the Investment in the Shares in this
offering?
Yes
____ No
____
c. Are
the purchases by the Trust directed by a sophisticated investor who, alone
or
with his or her subscriber representative, understands the merits and risks
of
the Investment in the Shares?
Yes
____ No
____
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14
