SUBSCRIPTION AGREEMENT GLOBAL SMOOTHIE SUPPLY, INC.
1.
APPLICATION. The undersigned (“Investor”), intending to be legally bound,
hereby subscribes for _________ Shares of the no par value Common Stock
(“Securities") of Global Smoothie Supply, Inc., a Texas corporation (the
"Company") at a purchase price of $0.15 per Share, for a total price of
$____________
The
undersigned understands that his/her Subscription to purchase Securities may be
accepted or rejected in whole or in part by the Company in its sole discretion.
This Subscription is and shall be irrevocable, and none of the purchase price
paid shall be refundable, unless the Company rejects your
Subscription.
2.
REPRESENTATIONS AND WARRANTIES. The undersigned represents and warrants
as follows:
(a) The
undersigned and/or advisors have had a reasonable opportunity to ask questions
and receive answers from the Company concerning the Securities.
(b) The
undersigned is able to bear the economic risks of an investment in the
Securities for an indefinite period and at the present time could afford the
loss of such investment.
(c) The
undersigned understands that an investment in the Securities involves certain
risks and has the knowledge and experience in financial and business matters
generally such that the undersigned is capable of evaluating the merits and
risks of an investment in the Securities.
(d) The
undersigned understands and acknowledges that the Securities have not been
registered for sale under the Securities Act of 1933, as amended (the "Act"), or
under certain state securities laws in reliance upon exemptions therefrom for
non-public offerings, and that the Securities may not be sold or transferred
unless the sale or transfer is subsequently registered or an exemption from such
registration is available, and there are no assurances that there will be a
public market available to sell or dispose of the Securities.
(e) The
Securities are being purchased solely for the undersigned's account, for
investment purposes only and not with a view to the distribution of said
Securities and not with a view to assignment or resale thereof, and no other
person will have a direct or indirect beneficial interest in such
Securities.
(f) The
undersigned, if a corporation, partnership, trust or other entity is authorized
and otherwise duly qualified to purchase and hold the Securities and to enter
into this Subscription Agreement.
Page
1
3.
INDEMNIFICATION. The undersigned agrees to indemnify and hold harmless
the Company and its agents, representatives and employees from and against all
liability, damage, loss, cost, fee and expense (including reasonable attorneys'
fees) which they may incur by reason of the failure of the undersigned to
fulfill any of the terms or conditions of this Subscription Agreement, or by
reason of any inaccuracy or omission in the information furnished by the
undersigned herein or any breach of the representations and warranties made by
the undersigned herein, or in any document provided by the undersigned to the
Company.
4. MISCELLANEOUS.
(a) This
Subscription Agreement shall survive the death or disability of the undersigned
and shall be binding upon the undersigned's heirs, executors, administrators,
successors and permitted assigns.
(b) This
Subscription Agreement has been duly and validly authorized, executed and
delivered by the undersigned and constitutes the valid, binding and enforceable
agreement of the undersigned. If this Subscription Agreement is being completed
on behalf of a corporation, partnership, or trust, it has been completed and
executed by an authorized corporate officer, general partner, or
trustee.
(c) This
Subscription Agreement referred to herein constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
together supersede all prior discussions or agreements relating to the purchase
of these Securities.
(d) Within
five (5) days after receipt of a written request from the Company, the
undersigned agrees to provide such information, to execute and deliver such
documents and to take, or forbear from taking, such actions or provide such
further assurances as reasonably may be necessary to correct any errors in
documentation or to comply with any and all laws to which the Company is
subject.
(e) The
Company shall be notified immediately of any change in any of the information
contained above occurring prior to the undersigned's purchase of the Securities
or at any time thereafter for so long as the undersigned is a holder of the
Securities.
5.
REPRESENTATIONS. The undersigned hereby additionally represents and
warrants that:
(i)
The undersigned is purchasing for his/her/its own account and not on
behalf of any other person.
(ii)
The undersigned will not sell or assign the Securities except in
accordance with the provisions of the Securities Act of 1933, as amended, or
pursuant to the registration Requirements under the Act, or pursuant to an
available exemption under the Act such as Rule 144, which requires a prior
holding period of not less than one year from date of purchase.
Page
2
(iii)
The undersigned, in evaluating the merits and risks of this investment,
has determined that this investment is suitable for the undersigned's
participation, and the undersigned has received and reviewed all pertinent
documents requested by the undersigned.
(iv)
Share certificates shall bear an appropriate restrictive legend that
restricts the further sale or assignment of the Securities except in accordance
with the foregoing provisions set forth above.
(v)
The undersigned is aware that there is no public market for the Company's
Securities, that the transfer of Securities is subject to certain restrictions
according to law and that, as a consequence, it may not be possible for the
undersigned to liquidate the Securities, which may have to be held indefinitely,
which makes this offering an illiquid investment.
(vi)
The undersigned is able to bear the economic risk of the investment and
has such business or financial experience as to be capable of evaluating the
merits and risks of investing in the Company.
(vii)
The undersigned is aware that an investment in the Company involves
certain material risks.
(viii)
The undersigned, in evaluating the merits and risks of an investment in
the Securities, has been encouraged to seek the advice of his or her own
personal tax and legal counsel, and has not relied upon any representations
concerning this investment.
(ix)
The undersigned has had the opportunity to personally ask questions of
and receive answers from duly qualified agents and representatives of the
Company and to verify the accuracy and completion of all material information
about the Company, its business, officers, directors and founders, and the terms
and conditions under which the Securities are being acquired.
6.
ACCREDITED INVESTOR CERTIFICATION. The undersigned further represents and
warrants as indicated below:
(Please
xxxx one or
more of the seven following statements)
[
] 1. I am a natural person who
had individual income of more than $200,000 in each of the most recent two
years, or joint income with my spouse in excess of $300,000 in each of the most
recent two years, and reasonably expect to reach that same income level for the
current year. The term “income”, for purposes of this Subscription Agreement,
shall be computed as follows: individual adjusted gross income, as reported (or
to be reported) on a federal income tax return, increased by (1) any deduction
of long-term capital gains under Section 1202 of the current
Internal
Page
3
Revenue
Code (the “Code”), (2) any deduction for depletion under Section 611 of the
Code, (3) any exclusion for interest under Section 103 of the Codes and (4) any
losses of a partnership as reported on Schedule E of Form 1040);
[
] 2. I am a natural person
whose individual net worth (i.e., total assets in excess of total liabilities),
or joint net worth with my spouse, will at the time of purchase of the
Securities be in excess of $1,000,000;
[
] 3. The Investor is a trust,
which trust has total assets in excess of $5,000,000, which is not formed for
the specific purpose of acquiring the Securities being offered and whose
purchase is directed by a sophisticated person as described in Rule 506(b)(ii)
of Regulation D and who has such knowledge and experience in financial and
business matters that he is capable of evaluating the risks and merits of an
investment in the Securities;
[
] 4. The Investor is an
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, and either (a) the investment decision will be made
by a plan fiduciary, as defined in Section 3 (21) of such Act, which is either a
bank, insurance company, or a registered investment adviser; or (b) the employee
benefit plan has total assets in excess of $5,000,000; or (c) the employee
benefit plan is a self-directed plan, within the meaning of Title I of such act,
and the person directing the purchase is an Accredited Investor. *
[
] 5. The Investor otherwise
satisfies the requirements of Section 501(a)(1), or satisfying the requirements
of Section 501(a)(2) or (3) of Regulation D promulgated under the Act, which
includes but is not limited to, a self-directed employee benefit plan where
investment decisions are made solely by persons who are “Accredited Investors”
as otherwise defined in Regulation D;
[
] 6. I am a Director or
Executive Officer of a public company
[
] 7. The Investor is an entity
(other than a trust) in which all of the equity owners meet the requirements of
at least one of the above subparagraphs.
Page
4
The
undersigned has executed this Subscription Agreement this _______ day of
____________________, 2009.
________________________ ________________
(No. of
Shares being purchased) (Subscription
Price)
________________________
Print
Name
________________________ ________________
(Owner
Mailing Address) (City) (State)
(Zip)
by:__________________________________
(Signature)
If the
Investor is a [
] PARTNERSHIP, [
] CORPORATION,
[
] LIMITED LIABILITY COMPANY, or [
] TRUST (check applicable):
________________________ ______________
(Print
Name of Entity as Owner) (Title)
________________________ ____________________________
(Owner
Mailing Address) (Print Name of
Authorized Officer)
________________________ by:_________________________
(City)
(State) (Zip) (Signature)
Page
5
