SUBSCRIPTION AGREEMENT
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WORLD WIRELESS COMMUNICATIONS, INC.
(a Nevada corporation)
000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
________ Units
$2.00 Per Unit
World Wireless Communications, Inc. (formerly Data Security Corporation), a
Nevada corporation (the "Company") is offering _______ units (the "Units"), each
Unit consisting of one share of common stock, par value $.001 (the "Common
Stock") of the Company and one warrant to purchase one share of Common Stock on
or before _______, 1997, at $2.00 per share (the "Warrants"). This offering is
being made to a limited number of investors who are "Accredited Investors" and
who meet certain suitability standards. Offers and sales will be by officers and
directors of the Company without selling commissions.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY
PERSONS WHO CANNOT AFFORD TO RISK THE LOSS OF THEIR ENTIRE INVESTMENT.
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM
REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT OF 1933 AND RULE 506
PROMULGATED THEREUNDER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
OTHER AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE
ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED TO THE INVESTORS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE COMPANY, AND THE RISKS, MERITS AND TERMS OF THIS
OFFERING IN MAKING AN INVESTMENT DECISION.
In connection with the purchase of the Units, the parties hereto agree to
the following terms and conditions:
1. Subscription. The undersigned hereby applies to purchase _________ Units
of Common Stock at a purchase price of $2.00 per Unit for an aggregate purchase
price of $__________ (the "Purchase Price"), in accordance with the terms and
conditions of the this Subscription Agreement. The undersigned is delivering
with this Subscription Agreement a check
for the Purchase Price made payable to the Company, or has made arrangements for
a wire transfer of funds for the benefit of the Company as follows: Bank Routing
Number: 000000000; Account Number: 440560018390; Account Name: World
Wireless Communications, Inc.; Bank: Key Bank of Utah, 000 Xxxx 000 Xxxxx, Xxxx
Xxxx Xxxx, Xxxx 00000.
2. Acceptance of Subscription. It is understood and agreed that the Company
has the right, at any time before receiving written notice of cancellation from
the undersigned, to accept or reject this Subscription Agreement, in whole or in
part, and that the same shall be deemed to be accepted by the Company only when
it is signed by the Company. It is further understood, except to the extent
otherwise required under applicable state law, that no notice of cancellation
may be given prior to the expiration of five (5) business days after the
completed subscription materials have been received by the Company.
3. Representations by the Undersigned. The undersigned, for himself if
purchasing in his individual capacity, or on behalf of an entity, represents and
warrants as follows:
a. The undersigned acknowledges that he has reviewed all of the
corporate and financial records of the Company requested by him and to his
complete satisfaction. The undersigned has been provided access to all
information requested in evaluating his purchase of the Units.
b. The undersigned, or the individual representing the undersigned
entity, if applicable, has been given and has acted upon the opportunity to ask
questions and receive answers from the president and chief financial officer of
the Company relating to the corporate and financial records of the Company and
to the terms and conditions of the Offering, and to obtain any additional
information necessary to verify the accuracy of the information made available
to him.
c. The undersigned is purchasing the Units based solely upon an
independent review of the books and records of the Company by the undersigned,
or the individual representing the undersigned entity, if applicable.
d. The Units for which the undersigned hereby subscribes will be
acquired for the undersigned's own account for investment and not with the view
toward resale or redistribution in a manner which would require registration
under the Securities Act or any state securities law, and the undersigned does
not now have any reason to anticipate any change in circumstances or other
particular occasion or event which would cause the undersigned to sell the
Units, or the component parts thereof.
e. The undersigned, or the individual representing the undersigned
entity, if applicable, has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Units or (if applicable) the undersigned and his Purchaser
Representative together have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of the
prospective investment.
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f. The Units, as well as the component parts thereof, will be
restricted securities as that term is defined in Rule 144 promulgated by the
Securities and Exchange Commission under the Securities Act. As a result,
such Units, as well as the component parts thereof, will bear a restrictive
legend and will be subject to certain requirements on resale, including a
minimum holding period, limitations upon the amount and manner of sales, and
certain notification requirements with the Securities and Exchange Commission.
g. The undersigned recognizes that the Units, and the component parts
thereof, have not been registered under the Securities Act of 1933, as amended
(the "Act"), or under the securities laws of any state and, therefore, cannot
be sold or otherwise transferred unless they are registered under the Act and
applicable state securities laws or unless an exemption from registration is
available. The undersigned has no right to require such registration, except as
provided below. The undersigned recognizes that no public agency has passed upon
the fairness of the terms of the Offering.
h. The undersigned is an "Accredited Investor" as that term is defined
Regulation D promulgated by the Securities and Exchange Commission. The
undersigned, or the individual representing the undersigned entity, if
applicable, has initialed below each of the categories which apply to the
undersigned and has attached to this Subscription Agreement reasonable evidence
of the undersigned's status as an "Accredited Investor." (Please indicate and
initial all applicable categories)
____ (1) a bank as defined in section 3(a)(2) of the Act, or any
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;
____ (2) a broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
____ (3) an insurance company as defined in section 2(13) of the Act;
____ (4) an investment company registered under the Investment
Company Act of 1940 or a business development company as
defined in section 2(a)(48) of such Act;
____ (5) 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;
____ (6) a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or
its
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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;
____ (7) a private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
____ (8) an organization described in Section 501(c)(3) of the
Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of
acquiring Units, with total assets in excess of $5,000,000;
____ (9) a director or executive officer of the Company;
____ (10) a natural person whose individual net worth (i.e., excess of
total assets over total liabilities), inclusive of home,
home furnishings and automobiles, or joint net worth with
that person's spouse, at the time of his purchase of Units
exceeds $1,000,000;
____ (11) a natural person who had an individual income in excess of
$200,000 in each of the two most recent calendar years or
joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current
year. Individual income is defined for this purpose as
adjusted gross income as determined for Federal income tax
purposes, plus (i) any deductions for long-term capital
gains under Section 1202 of the Code, (ii) any depletion
deductions under Section 611, et seq., of the Code, (iii)
any interest income excluded under Section 103 of the Code,
and (iv) any partnership losses allocated to the Investor as
reported on Schedule E of Form 1040;
____ (12) a trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring Units, whose
purchase is
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directed by a person who has such knowledge and experience
in financial and business matters that he is capable of
evaluating the merits and risks of the prospective
investment; or
____ (13) any entity in which all of the equity owners are "Accredited
Investors.
i. The undersigned, or the individual representing the undersigned
entity, if applicable, recognizes that the Company has a limited history of
operations, is a speculative venture, and that the total amount of funds
tendered to purchase the Units is placed at the risk of the business and may be
completely lost. The purchase of the Units as an investment involves substantial
risk.
j. The undersigned, or the individual representing the undersigned
entity, if applicable, confirms and represents that the undersigned (i) is able
to bear the economic risk of this investment, (ii) is able to hold the Units for
an indefinite period of time, and (iii) can afford a complete loss of his
investment without any material change in the undersigned's lifestyle, and has
available other liquid assets to insure that the investment will not cause any
undue financial difficulties or affect the undersigned's ability to provide for
his or its current needs and possible financial contingencies.
k. The undersigned, or the individual representing the undersigned
entity, if applicable, understands that transfer of the Units, as well as the
component parts thereof, may be restricted by applicable state securities laws
(including investment suitability standards). The undersigned, or the individual
representing the undersigned entity, if applicable, realizes that the transferee
will be required to represent to the Company that such transferee meets the
suitability standards required of an initial subscriber and, under the
circumstances, the transfer would not violate applicable laws.
l. All information which the undersigned, or the individual
representing the undersigned entity, if applicable, has provided to the Company
concerning the undersigned's financial position and knowledge of financial and
business matters is correct and complete as of the execution date hereof. If
there should be any material change in such information prior to acceptance of
this Subscription Agreement by the Company, the undersigned, or the individual
representing the undersigned entity, if applicable, will immediately provide the
Company with such information.
4. Indemnification. The undersigned agrees to indemnify and hold harmless
the Company from and against all damages, losses, costs and expenses (including
reasonable attorneys' fees) which may be incurred by reason of the inaccuracy or
breach of any representations or warranties made by the undersigned herein or in
connection with the purchase of the Units, or in any document provided by the
undersigned to the Company.
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5. Registration Rights.
a. If the undersigned shall so request in writing within a period of
two years beginning the date of the issuance of the Units purchased hereby, the
Company shall proceed at its own expense to prepare and file with the
Securities and Exchange Commission (the "SEC") one registration statement under
the Securities Act of 1933, as amended, with respect to the shares held by the
purchasers under this offering (the "Selling Shareholders). The registration
statement will include the shares issued as part of the Units and any shares
issued upon exercise of the Warrants. The Company will use its best efforts to
cause such registration statement to become effective. The Company will,
furthermore, at its own expense, use its best efforts to keep said
registrations statement current, in accordance with the rules and regulations of
the SEC for the period ending upon a date six months after the effectiveness
thereof. Such shares may be included in a registration statement filed with the
SEC in connection with the registration of additional shares of common stock of
the Company to be sold in a public offering by the Company. Prior to the filing
of such registration statement, the Company shall notify the Selling Shareholder
in writing of the intent of the Company to file the registration statement. If
the Selling Shareholder shall not notify the Company in writing within twenty
(20) days following the mailing of the notice set forth in this subparagraph
that such Selling Shareholder requests registration of the shares, such party
shall be deemed to have waived the right to demand that such shares be
registered pursuant to this Agreement, and the Company shall have no further
obligation to register any of such shares of such Selling Shareholder.
b. The Company shall bear all expenses incurred by it in registering
the shares of the Selling Shareholders, including without limitation, all
filing, registration and qualification fees of the SEC, printing expenses, fees
and disbursements of legal counsel and all accounting expenses including
expenses of the year-end audits. The Selling Shareholders shall bear the fees
and disbursements of their own legal counsel, underwriting or brokerage
discounts and commissions, expenses of their brokers or underwriters, and fees
of the National Association of Securities Dealers, Inc.
c. It shall be a condition of the obligations of the Company to take
action in response to any request for registration that such request include or
be accompanied by all of the following: (i) the requesting Selling Shareholder's
confirmation that such Selling Shareholder then has a present intention of
selling or distributing the shares which are the subject of such request; (ii)
information with respect to such Selling Shareholder and the number of shares
proposed to be sold and a description of such shares, or, to the extent that
such information is not then available, such Selling Shareholder's undertaking
to furnish the same; (iii) the indemnity agreement specified in subparagraph (d)
below; (iv) the Selling Shareholder's agreement to refrain, in connection with
such registration, offering and sale, from taking any action violative of the
anti-manipulative rules promulgated under the Securities Exchange Act of 1934,
as amended; and (v) the Selling Shareholder's agreement to cooperate with the
Company generally in connection with such registration, and the undertaking to
execute such further documents relating to formal matters in
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connection with such registration, offering and sale as may be necessary,
appropriate and proper to effectuate the transactions contemplated by such
request.
d. Any request for registration shall be accompanied by an agreement of
the Selling Shareholder to indemnify the Company, each of its directors, each of
its officers who sign the registration statement, and each person who controls
the Company against any loss, claim, liability, damage or action arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in the registration statement when the same becomes effective or
in any final prospectus or amendment or supplement thereto, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and to reimburse the
indemnified persons for any legal or other expenses reasonably incurred in
investigating or defending any such action or claim, but only to the extent that
the untrue statement (or alleged untrue statement) or omission (or alleged
omission) was made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Selling Shareholder for use in
the registration statement, final prospectus, or amendment or supplement
thereto, as the case may be.
6. Limitations on Transfer of Units. The undersigned acknowledges that he
or it is aware that there are substantial restrictions on the transferability of
the Units, as well as the component parts thereof. Since the Units, as well as
the component parts thereof, will not be, and the undersigned has no right to
require that they be, registered under the Securities Act or any applicable
state securities laws, except as provided herein, the Units, and the component
parts thereof, may not be, and the undersigned agrees that they shall not be,
sold unless they are registered under the Securities Act and state securities
laws or unless such sale is exempt from such registration under the Securities
Act and any other applicable state securities laws or regulations. The
undersigned further acknowledges that the Company is under no obligation to aid
him or it in obtaining any exemption from the registration requirements. The
undersigned also acknowledges that he or it shall be responsible for compliance
with all conditions on transfer imposed by any securities administrator of any
state and for any expenses incurred by the Company for legal or accounting
services in connection with reviewing such a proposed transfer and/or issuing
opinions in connection therewith.
7. Compliance with Securities Laws. The undersigned understands and agrees
that the following restrictions and limitations are applicable to the
undersigned's purchase and any resales, pledges, hypothecations or other
transfers of the Units pursuant to the Securities Act:
a. The undersigned agrees that neither the Units, nor the component
parts thereof, shall not be sold, pledged, hypothecated or otherwise transferred
unless the Units are registered under the Securities Act and applicable state
securities laws or are exempt therefrom.
b. A legend in substantially the following form has been or will be
placed on any certificate or other documents evidencing the Units, and the
component parts thereof,:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH
ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION PROVISIONS HAS BEEN ESTABLISHED.
c. Stop transfer instructions have been or will be placed with respect
to the Units, as well as the component parts thereof, so as to restrict resale,
pledge, hypothecation or other transfer thereof, subject to the further items
hereof, including the provisions of the legend set forth in subparagraph (b)
above.
d. The legend and stop transfer instructions described in subparagraphs
(b) and (c) above will be placed with respect to any new certificate(s) or other
document(s) issued upon presentment by the undersigned of certificate(s) or
other document(s) of transfer.
8. Type of Ownership. Indicate the appropriate alternative.
____ INDIVIDUAL OWNERSHIP
(One signature is required.)
____ COMMUNITY PROPERTY/TENANTS BY THE ENTIRETY
(Signatures of both spouses are required.)
____ INDIVIDUAL RETIREMENT ACCOUNT
(Please include name of trustee and name of account.)
____ TRUST
(Please include name of trust, name of trustee, and date trust
was formed and copy of the Trust Agreement or other
authorization.)
____ PARTNERSHIP
(Please include a copy of the Partnership Agreement authorizing
signature.)
____ CORPORATION
(Please include certified corporate resolution authorizing
signature.)
9. Subscriber Information. Please provide the following information, if
applicable, for each subscriber or co-subscriber:
Full Name: __________________________________________________
Age: __________________
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Taxpayer Identification Number: ___________
Residence Address: __________________________________________
__________________________________________
Residence Telephone No.: ___________
Principal Occupation: ___________________________
Business Address: ___________________________________________
___________________________________________
Business Phone No.: _________________________________________
Accountant: _________________________________________________
Accountant's Phone No.: ____________________
All correspondence should be sent to: Home ____ Business _______
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THE UNDERSIGNED REPRESENTS THAT HE/SHE HAS READ THIS
SUBSCRIPTION AGREEMENT
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement, individually or on behalf of the entity shown below, this _____ day
of ________________, 1997.
_________________________________ __________________________________ (SEAL)
Name of Entity, if applicable Signature
_________________________________ __________________________________ (SEAL)
Title of Subscriber, Co-Subscriber, if any
if applicable
ACCEPTANCE BY THE COMPANY
Accepted as of the ____ day of ____________ 1997.
WORLD WIRELESS COMMUNICATIONS, INC.
By: _______________________________
Name: _____________________________
Title: ____________________________
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