Exhibit 1.1
ASSURE DATA, INC.
SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes for __________________________ shares of
common stock $0.001 par value per share (the "Shares"), of ASSURE DATA INC., a
Nevada corporation (the "Company"), at a purchase price of $0.50 per share, for
a total subscription of $_____________.
1. To induce the Company to accept this subscription, the undersigned
agrees to provide such information and to execute and deliver such
documents as may be necessary to comply with any and all laws and
ordinances to which the Company is subject.
2. The undersigned represents and warrants to the Company that the
undersigned is an accredited investor because one or more of the
following statements (indicated by a check marked in the box opposite
such statement) are true and correct with respect to the undersigned:
[ ] (i) The undersigned is a natural person whose individual net
worth, or joint net worth with his or her spouse, exceeds
$1,000,000.
[ ] (ii) The undersigned is a natural person who had an individual
income in excess of $200,000, or $300,000 jointly with his
or her spouse, in both 2001 and 2002 and who reasonably
expects an income in excess of $200,000, if an individual,
or $300,000 if jointly with his or her spouse, in the
current year.
[] (iii) The undersigned is an institution that qualifies as an
"accredited investor," as defined in Schedule I attached
hereto.
[] (iv) The undersigned is a director, executive officer, of the
general partner of the Company.
[] (v) The undersigned is a trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring
Shares, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii under the Securities Act
of 1933, as amended ("Securities Act").
[] (vi) The undersigned is an entity in which all of the equity
owners meet the criteria set forth under either (i) (ii)
(iii), (iv), or (v) above.
3. The undersigned further represents and warrants to the Company as
follows:
(a) X111 information heretofore provided by the undersigned to
the Company in connection with the offering of the Shares is
true, complete, and correct in all respects as of the date
hereof
(b) No representations or warranties have been made to the
undersigned by the Company or any officer, employee,
shareholder, or representative of the Company, and in
entering into this transaction the undersigned is not
relying on any representation or warranty of any person;
(c) The undersigned received or had access to all information
that he, she, or it considers necessary or advisable to
enable him, her, or it to make an informed decision
concerning the Shares, and the undersigned has had an
opportunity to ask questions of and receive answers from the
Company or its designated representative concerning the
terms and conditions of this investment, and all such
questions, if any, have been answered to the full
satisfaction of the undersigned;
Exhibit 1.1 - Page 1
(d) The address set forth above in the Qualified Purchaser
Questionnaire is the true and correct residence of the
undersigned and he, she, or it has no present intention to
become a resident of any other state or jurisdiction;
(e) The undersigned (if an individual) has adequate means of
providing for his or her current needs and possible personal
contingencies and he or she has no need for liquidity of his
or her investment in the Shares;
4. The undersigned acknowledges that he, she, or it understands the
meaning and legal consequences of the representations and
warranties contained in Paragraphs 2 and 3 above, and that the
Company axed its officers, directors, employees, and agents have
relied upon such representations and warranties, and he, she, or
it hereby agrees to indemnify and hold harmless the Company and
its officers, directors, employees, and agents from and against
any anal all loss, damage, or liability due to or arising out of
a breach of any representation or warranty of the undersigned
contained in this Subscription Agreement
5. Notwithstanding any of the representations, warranties,
covenants, acknowledgments, or agreements made herein by the
undersigned, the undersigned does not hereby or in any other
manner waive any rights granted to him, her, or it under federal
or state securities laws.
6. All representations, warranties, covenants, acknowledgments, and
agreements contained in this Subscription Agreement, and the
indemnification contained in Section 4 above, shall survive the
acceptance of this Subscription Agreement by the Company.
7. The undersigned understands that this Subscription Agreement is
not binding until the Company accepts it by executing this
Subscription Agreement in the space provided below. The Company
may elect either to accept or reject this Subscription Agreement
in its sole and absolute discretion.
8. The undersigned understands that, prior to acceptance by the
Company of this Subscription Agreement, the undersigned has the
right to withdraw and cancel this Subscription Agreement without
penalty ox obligation.
9. This Subscription Agreement is not transferable or assignable by
the undersigned.
10. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
THE CHOICE OR CONFLICT OF LAWS RULES THEREOF OR OF ANY OTHER
STATE.
THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE AND SHALL BE TRUE AND CORRECT
AS OF THE DATE HEREOF AND SHALL SURVIVE THE DELIVERY AND ACCEPTANCE HEREOF TO
THE COMPANY.
Exhibit 1.1 - Page 2
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this ____ day of ______________.
SUBSCRIBER:
INDIVIDUALS:
------------
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Signature of Subscriber
-----------------------------------------
Printed or Typed Name
-----------------------------------------
*Signature of Spouse
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Printed or Typed Name
ALL OTHER ENTITIES:
-------------------
-----------------------------------------
Name of Entity
-----------------------------------------
Signature of Authorized Person
-----------------------------------------
Printed or Typed Name
ACCEPTED this ___ day of_________________.
ASSURE DATA INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President & CEO
*Signature of spouse required only if subscriber or spouse is currently residing
in one of the following states: Arizona, California, Idaho, Louisiana, Nevada,
New Mexico, Nevada, Washington, or Wisconsin.
Exhibit 1.1 - Page 3
SCHEDULE I
INSTITUTIONAL ACCREDITED INVESTORS
The following institutions constitute "accredited investors" for purposes of
Paragraph 2(a)(iii) of the Subscription Agreement:
(1) Any bank as defined in Section 3(a)(2) of the Securities Act, or any
savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its
individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended; any insurance Company as defined in Section 2(13) of the
Securities Act; any investment Company registered under the Investment
Company Act of 1940 or a business development Company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company
licensed by the US, Small Business Investment Act of 1958, as amended;
any employee benefit plan within, the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended, 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;
(2) Any private business development Company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940; or
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, corporation, Massachusetts or similar business
trust, or Company, not formed for the specific purpose of acquiring
the Shares, with total assets in excess of $5,000,000.
