INTERMOST CORPORATION
A Utah Corporation
SUBSCRIPTION AGREEMENT
Intermost Corporation
c/o Vanderkam & Xxxxxxx
000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Gentlemen:
The following information is furnished as the undersigned's subscription
for shares of common stock (the "Shares"), offered by Intermost Corporation, a
Utah corporation (the "Company") and for you to determine whether the
undersigned is qualified to purchase shares. I, the undersigned, understand that
you will rely upon the following information for purposes of such determination.
I also understand that, in connection with my status as an Accredited
Investor, I may be required to supply a balance sheet, prior years federal
income tax returns or other appropriate documentation to verify and substantiate
my status as an Accredited Investor.
ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE TREATED
CONFIDENTIALLY.
I, the undersigned Subscriber, hereby supply you with the following
information and representations:
1. Full Name:
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2. Residence address (no P.O. Boxes please) and telephone number:
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3. Business address and telephone number:
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4. State in which the undersigned maintains principal residence:
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5. State in which the undersigned is registered to vote:
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6. If this investment is to be made by an entity (i.e. Pension, Plan, Profit
Sharing Plan), the undersigned further represents to you as follows:
A. Name and address of entity making purchase (use full legal name):
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B. Name and address of person making investment decisions on behalf of
the above entity:
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C. Position or title of person making investment decision on behalf of
the above entity:
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7. A. I certify that I am an Accredited Investor because I fall within
one of the following categories:
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(PLEASE CHECK APPROPRIATE CATEGORY)
1. $1,000,000 Net Worth Natural Person. A natural person whose
individual net worth, or joint net worth with that person's
spouse, at the time of his purchase, exceeds $1,000,000.
2. $200,000 Income Natural Person. A natural person who had
"individual income" in excess of $200,000 in each of the two most
recent years and who reasonably expects "income" in excess of
$200,000 in the current year.
3. $300,000 Income Natural Person. A natural person who had "joint
income" with his or her spouse in excess of $300,000 in each of
the two most recent years and who reasonably expects joint income
in excess of $300,000 in the current year.
4. Corporate, Partnership or Trust Investor. The investor is a
corporation, partnership or trust, not formed for the specific
purpose of acquiring the securities offered herein, with total
assets in excess of $5,000,000 and in the case of a trust, whose
purchases are directed by a sophisticated person.
5. Bank, Insurance Company, Investment Company, Business Development
Company, etc., Investor. The investor is a bank, insurance
company, registered investment company, business development
company, small business investment company or employee benefit
plan having assets in excess of $5,000,000 or administered by an
accredited investor.
6. Officers of Company. The investor is an execute officer or
director of the Company.
B. I further represent to you as follows:
1. Employer and position of person making investment decision:
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2. Prior employment (5 years) of person making investment decision:
(1)
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(2)
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Duties of (1)
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Duties of (2)
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Date of employment:
(1)
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(2)
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3. Prior Investments of Purchaser: Amount (Cumulative):
Real Estate Up to $50,000 to Over
None $50,000 $150,000 $150,000
Common Stock Up to $50,000 to Over
None $50,000 $150,000 $150,000
Bonds Up to $50,000 to Over
None $50,000 $150,000 $150,000
Other Up to $50,000 to Over
None $50,000 $150,000 $150,000
4. My "Individual Income" from all sources, is at least:
1996 (actual) $50,000 $100,000 $200,000
1997 (actual) $50,000 $100,000 $200,000
1998 (est.) $50,000 $100,000 $200,000
5. My personal net worth, either individually or with my spouse, is in
excess of:
----- $250,000, exclusive of homes, home furnishings and automobiles.
----- $500,000, exclusive of homes, home furnishings and automobiles.
----- $750,000, exclusive of homes, home furnishings and automobiles.
----- $1,000,000, including all personal assets and liabilities
6. I represent that I either:
(PLEASE CHECK APPROPRIATE CATEGORY)
Have such knowledge and experience in financial and business matters that I
am capable of evaluating the merits and risks of an investment in the
shares and am not relying upon a Purchaser Representative and do not need
one; or
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Have obtained the services of a Purchaser Representative as defined in
Regulation D ("Purchaser Representative"), in connection herewith whose
name is:
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(The Purchaser Representative submits for your files a copy of the attached
Purchaser Representative Questionnaire.) The undersigned and the above
named Purchaser Representative together have such knowledge and experience
in financial and business matters that they are capable of evaluating the
merits and risks of an investment in the shares.
8. Representations and Warranties. I, the undersigned, represent and warrant
as follows:
A. I understand that all documents, records and books pertaining to this
investment have been made available by the Company for inspection by
me or my attorney, accountant or Purchaser Representative. I am
familiar with the Company's business objectives and the financial
arrangements in connection therewith and I believe that the shares I
am purchasing are the kind of securities that I wish to hold for
investment and that the nature and amount of the shares are consistent
with my investment program. I and my advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company,
concerning the Company and the shares and all such questions have been
answered to my full satisfaction. I, or my representatives, have made
such investigation of the facts and circumstances in connection with
my purchase of the shares as I have deemed necessary.
B. Subject to the terms and conditions hereof, I hereby irrevocably
tender this Subscription Agreement for the purchase of the number of
shares indicates in Paragraph 14 below. Payment of the full amount of
$.77 per share accompanies the delivery of this Subscription
Agreement. I am aware that the subscription herein is irrevocable but
that the Company has the unconditional right to accept or reject this
subscription in whole or in part, and that the sale of shares pursuant
hereto is subject to the approval of certain legal matters by counsel
and to other conditions. If my subscription is not accepted for any
reason whatsoever, my money will be returned in full, without interest
thereon or deduction therefrom, and the Company will be relieved of
any responsibility or liability which might be deemed to arise out of
my offer to subscribe for shares.
C. I have, either alone or together with my Purchaser Representative,
such knowledge and experience in business and financial matters as
will enable me to evaluate the merits and risks of the prospective
investment and to make an informed investment decision. I am also
aware that no state or federal agency has reviewed this offering, that
the shares involve a high degree of economic risk and that there is,
and will be a limited public market for the shares.
D. I have been advised and am fully aware that investing in securities
such as the shares is a speculative and uncertain undertaking whose
advantages and benefits are generally limited to a certain class of
investors that shares may be sold only to persons who understand the
nature of the proposed operations of the Company and for whom the
investment is suitable.
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E. I have relied on my own tax and legal advisor and my own investment
counselor with respect to the income tax and investment considerations
of purchase of shares described in the Prospectus.
F. I certify that either (i) I have a current net worth (inclusive of
homes, furnishing and automobiles), together with the net worth of my
spouse, in excess of $1,000,000; or (ii) I have had an individual
gross income from all sources, exclusive of the income of my spouse,
in excess of $200,000 for the last two calendar years and reasonably
expect an income in excess of $200,000 for the current calendar year;
or (iii) I have a gross income from all sources, including income from
my spouse, in excess of $300,000 for the last two calendar years and
reasonably expect an income in excess of $300,000 for the current
calendar year; or (iv) I otherwise qualify as an Accredited Investor.
G. The solicitation of an offer to purchase the shares was directly
communicated to me and any Purchaser Representative that I might have
by the Company or its designated agent. At no time was I presented
with or solicited by or through any leaflet, public promotional
meeting, circular, newspaper or magazine article, radio or television
advertisement or any other form of general advertising in connection
with such communicated offer.
H. I recognize that an investment in the shares involves certain risks
and I (and my Purchaser Representative) have taken full cognizance of
and understand all of the risks related to the business objectives of
the Company and the purchase of the shares.
I. All information which I provided herein including, without limitation,
information concerning myself and my financial position and my
knowledge of financial and business matters and that of my Purchaser
Representative, is correct and complete as of the date hereof and if
there should be any material change in such information prior to the
acceptance of this Subscription, I will immediately provide the
Company with such information.
J. If the Subscriber is a corporation, partnership, trust or other
entity, it is authorized and otherwise duly qualified to purchase and
hold shares; and such entity has not been formed for the specific
purpose of acquiring shares. If the Subscriber is a trustee and is
acquiring the shares for the trust of which he is a trustee, he has
sought the advise of counsel regarding whether the purchase of the
shares is an authorized trust investment and has been advised by
counsel that, after reviewing the applicable state law and the terms
of the trust investment, such counsel is of the opinion that the
undersigned has the authority to purchase the shares for the trust.
K. If the Subscriber is an individual, he is 21 years of age, or if the
Subscriber is an association, all of its members are of such age.
9. Indemnification. I agree to indemnify and hold harmless the Company and its
Affiliates from and against all damages, losses, costs and expenses
(including reasonable attorneys fees) which they may incur by reason of my
failure to fulfill any of the terms or conditions of this subscription, or
by reason of any untrue statement made herein or any breach of the
representations and warranties made herein or in any document that I have
provided to the Company.
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10. Agreement to Arbitrate Controversies. The parties hereby agree to submit
all disputes or claims of whatever kind arising from this transaction to
binding arbitration in Houston, Texas according to the rules and practices
of the American Arbitration Association as then in force. The parties agree
to abide by all awards and relief granted in any such proceeding and that
all such awards may be submitted to any court of competent jurisdiction and
that final judgment may be entered based upon such awards and an order of
execution for their collection issued. The parties hereby consent to
jurisdiction in the District Court of Texas in and for the County of Xxxxxx
or the United States District Court for the Southern District of Texas for
such purpose. Arbitration must be commenced by service upon the other party
of a written demand for arbitration or a written notice of intention to
arbitrate within one year after the claim or dispute arises and failure to
institute arbitration proceedings within such period shall constitute an
absolute bar to the institution of any proceedings and a waiver of all
claims.
11. Miscellaneous.
A. I agree that I may not cancel, terminate or revoke this Agreement or
any covenant hereunder and that this Agreement shall survive my death
or disability and shall be binding upon my heirs, executors,
administrators, successors and assigns.
B. This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Texas.
C. Within ten (10) days after receipt of a written request from the
Company, I agree to provide such information and to execute and
deliver such documents as reasonably may be necessary to comply with
any and all laws and ordinances to which the Company is subject.
12. Subscription. I hereby subscribe for shares as follows:
A. Number of shares (Minimum of 1)
B. Price per share X .77
C. Total Investment $
13. Registration and Address.
Mr./Mrs./Ms./Other
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(Please print name(s) in which the Units subscribed are
to be registered hereunder.)
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Social Security or Taxpayer ID Number of each Investor
Communications to be sent to (check one): Home Business
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Form of Ownership (check one):
A. Individual Ownership
B. Joint Tenants with Right of Survivorship (both or all parties
signatures required)
C. Community Property (one signature required if Units held in one name;
two if held in both names)
D. Tenants in Common (all parties signatures required)
E. Partnership*
F. Corporation*
G. Other* (Trust, Pension Plan, etc.) Please specify:
* If E, F or G is checked, documents authorizing Subscriber to make
investment on behalf of that entity must accompany subscription.
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EXHIBIT "A"
SIGNATURE PAGE
The undersigned Subscriber, desiring to acquire shares offered by Intermost
Corporation, a Utah corporation (the "Company") acknowledges that he/she meets
the suitability standards for an investment of this nature and that an
investment in the shares is a suitable investment for him/her and affirms the
truthfulness of the information and adopts the representations and warrants set
out in the Subscription Agreement.
DATED this day of , 19 .
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Signature of Subscriber (if Signature of Co-Investor (if any)
signing on behalf of an entity,
state capacity in which you are
signing)
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Print Name of Subscriber Print Name of Co-Investor (if any)
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Address
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Number of Units
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Amount Paid In Upon Subscription
Checks should be made payable to "Vanderkam & Xxxxxxx Trust"
Mail or Deliver Subscription Funds and Documents to:
Intermost Corporation
c/o Vanderkam & Xxxxxxx
000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
SUBSCRIPTION ACCEPTED:
By:
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Title:
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Broker/Dealer Certification (if applicable)
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Based on information obtained from the Subscriber concerning his investment
objective, his representations and warranties expressed above, his other
investments and his financial situation and needs, the undersigned broker/dealer
has reasonable grounds to believe that an investment in the shares is suitable
for the Subscriber and prior to the Subscriber's executing this Subscription
Agreement, the undersigned broker/dealer has informed the Subscriber of any
compensation the undersigned broker/dealer shall receive on account of the sale
of shares herein and all pertinent facts relating to an investment in the shares
including the risk factors and conflicts of interest disclosed in the
Prospectus.
Broker/Dealer
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By:
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Name and Title:
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Address
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Telephone Number
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INTERMOST CORPORATION
A Utah Corporation
PURCHASER REPRESENTATIVE QUESTIONNAIRE
Gentlemen:
The following information is furnished to you so that you may determine
whether the undersigned's client, (the "Purchaser"), together with the
undersigned and other purchaser representatives, if any, have such knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of an investment in the shares, consisting of common stock, of
Intermost Corporation, a Utah corporation (the "Company"), as required under
applicable federal and state securities laws. I understand that you will rely
upon the information contained herein for purposes of such determination.
All information contained herein will be treated confidentially.
I am acting as Purchaser Representative for the Purchaser in connection
with the Purchaser's investment in the shares and, in that connection, I furnish
you with the following representations and information (Please print):
1. Name:
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2. Age:
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3. Profession (or Business) and Title, if applicable:
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4. (a) Business address:
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(b) Telephone number:
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5. Details of any training or experience in financial, business or tax
matters which qualify me to act in the capacity of Purchaser
Representative (include current and prior employment, business or
professional education, professional licenses now held, SEC or state
broker/dealer registrations held, and, if applicable, participation in
evaluation of similar investments in the past):
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6. The undersigned has not, during the past ten years, (i) been
convicted, indicted or investigated in connection with any past or
present criminal proceeding (excluding traffic violations and other
minor offenses); or (ii) been the subject of any order, judgment or
decree of any court of competent jurisdiction permanently or
temporarily enjoining the undersigned from acting as an investment
advisor, underwriter, broker or dealer in securities or as an
affiliated person, director or employee of an investment company,
bank, savings and loan association or insurance company, or from
engaging in or continuing any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any
security, or been the subject of any order of a federal or state
authority barring or suspending, for more than sixty days, the
undersigned's right to be engaged in any such activity, or to be
associated with persons engaged in any such activity, which order has
not been reversed or suspended.
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7. I have such knowledge and experience in financial, business and tax
matters so as to be capable of evaluating, alone or together with the
Purchaser, the relative merits and risks of an investment in the
shares.
8. There is no material relationship between me or my affiliates and the
Company or its affiliates which now exists or is mutually understood
to be contemplated or which has existed as a result of any such
relationship.
9. In advising the Investor in connection with the Investor's prospective
investment in the shares, I will be relying in part on the Investor's
own experience in certain areas. Yes No
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10. In advising the Investor in connection with the Investor's prospective
investment in the shares, I will be relying in part on the expertise
of an additional Purchaser Representative or Representatives. Yes No
If "Yes," give the name and address of such additional
Representative(s):
disclosed by the Purchaser Representative in response to the foregoing
Questionnaire and does hereby acknowledge said Purchaser Representative to be
his Purchaser Representative in connection with the purchase of shares pursuant
to the Subscription Agreement.
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Investor Signature
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Investor Signature (if joint ownership)
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Date
