EXHIBIT 4.1
SUBSCRIPTION AGREEMENT
Smart Technology, Inc.
Attn: Xxxx Xxxxxxxxxx, President
000 Xxxxxxxx Xxxxxx, XXX 000
Xxxx Xxxx Xxxxx, XX 00000
By executing this Subscription Agreement (the "Subscription Agreement") of
Smart Technology, Inc. (hereafter, the "Company"), the undersigned purchaser
(hereafter, the "Purchaser") hereby irrevocably subscribes for shares of Common
Stock ("Shares") in the Company. Purchaser herewith encloses the sum of
$___________ ($_____ minimum and $________ increments) representing the purchase
of _____ Shares at $5.00 per Share. Subscriptions, whether checks or wire
transfers, should be made payable to Xxxxxx X. Xxxxxxxx, P.A. Trust Account and
forwarded to the Escrow Agent, Mintmire & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx
000 XX 00000 Palm Beach. If this Subscription Agreement is accepted, the
Purchaser agrees to contribute the amount enclosed to the Company.
Purchaser represents that he, she or it has (i) a net worth of at least
$100,000 (exclusive of home, furnishings and automobiles) or a net worth of at
least $50,000.00 (also exclusive of home, furnishings and automobiles) and an
annual adjusted gross income of not less than $25,000.00. Purchaser represents
that he meets these financial requirements and that he is of legal age.
Purchaser is urged to review carefully the responses, representations and
warranties he is making herein. Purchaser agrees that this subscription may be
accepted or rejected in whole or in part by the Company in its sole and absolute
discretion.
READ THIS PROSPECTUS CAREFULLY BEFORE YOU SUBSCRIBE. CONTAINED HEREIN ARE
DISCLOSURES CONCERNING VARIOUS RISKS, CONFLICTS, FEES AND EXPENSES RELATING TO
OR TO BE PAID BY THE COMPANY.
The undersigned is reminded that:
(1) The Shares are speculative investments, the purchase of which involves a
high degree of risk of loss of the entire investment of the undersigned in the
Company.
(2) S/he is encouraged to discuss the proposed purchase with her/his attorney,
accountant or a Purchaser Representative (as defined under the Securities Act of
1933, as amended) or take the opportunity to do so, and is satisfied that s/he
has had an adequate opportunity to ask questions concerning the Company, the
Shares and the offering described in the Prospectus.
(3) No federal or state agency has passed upon the adequacy or accuracy of the
information set forth in the Prospectus or made any finding or determination as
to the fairness of the investment, or any recommendation or endorsement of the
Shares as an investment.
(4) S/he must not be dependent upon a current cash return with respect to
her/his investment in the Shares. S/he understands that distributions are not
required (and are not expected) to be made.
(5) The Company is not a "tax shelter" and the specific tax consequences to
her/him relative to as an investment in the Company will depend on her/his
individual circumstances. Representations
Purchaser makes the following representations in order to permit the
Company to determine his suitability as a purchaser of Shares:
(1) The undersigned has received the Company's Prospectus and the exhibits
thereto.
(2) The undersigned understands that the Company has made all documents
pertaining to the transactions described in the Company's Prospectus available
to the undersigned in making the decision to purchase the Shares subscribed for
herein.
(3) If the Shares are being subscribed for by a pension or profit-sharing plan,
the undersigned independent trustee represents that s/he has reviewed the plan's
portfolio and finds (considering such factors as diversification, liquidity and
current return and projected return of the portfolio) this purchase to be a
prudent investment under applicable rules and regulations, and acknowledges that
no representation is made on behalf of the Company that an investment in the
Company by such plan is suitable for any particular plan or constitutes a
prudent investment thereby. Moreover, the undersigned independent trustee
represents that s/he understands that income generated by the Company may be
subject to tax, that s/he is authorized to execute such subscription on behalf
of the plan or trust and that such investment is not prohibited by law or the
plan's or trust's governing documents.
The undersigned understands and agrees that this subscription may be
accepted or rejected by the Company in whole or in part, in its sole and
absolute discretion. The undersigned hereby acknowledges and agrees that this
Subscription Agreement shall survive (i) non-material changes in the
transactions, documents and instruments described in the Prospectus, (ii) death
or disability of the undersigned and (iii) the acceptance of this subscription
by the Company. By executing this Subscription Agreement below, the undersigned
(i) acknowledge the accuracy of all statements and (ii) appoints the management
of the Company to act as his true and lawful attorney to file any documents or
take any action required by the Company to carry out its business activities.
The foregoing information which the undersigned has provided to the Company
is true and accurate as of the date hereof and shall be true and accurate as of
the date of the undersigned's admission as a Shareholder. If in any respect such
representations, warranties or information shall not be true and accurate at any
time prior to the undersigned's admission as a Shareholder, s/he will give
written notice of such fact to the Company, specifying which representation,
warranty or information is not true and accurate and the reason therefor.
By executing this Subscription Agreement, the undersigned certifies, under
penalty of perjury:
I. That the Social Security Number or Taxpayer Identification Number provided
below is correct; and
(2) That the IRS has never notified him that s/he is subject to 20% backup
withholding, or has notified her/him that s/he is no longer subject to such
backup withholding. (Note: If this part (2) is not true in your case, please
strike out this part before signing.)
(3) The undersigned is a U.S. citizen or resident, or is a domestic corporation,
partnership or trust, as defined in the Internal Revenue Code of 1986, as
amended. (Note: If this part (3) is not true in your case, please strike out
this part before signing.)
(4) That the undersigned acknowledges and agrees that this information may be
disclosed to the Internal Revenue Service by the Company and that any false
statement contained herein is punishable by fine, imprisonment or both. The
undersigned will notify the Company within sixty (60) days of the date upon
which any of the information contained herein becomes false or otherwise changes
in a material manner, or the undersigned becomes a foreign person. The
undersigned agrees to update this information whenever requested by the Company.
Under penalties of perjury, the undersigned declares that the undersigned has
examined the information contained herein and to the best of the undersigned's
knowledge and belief, it is true, correct and complete, and that the undersigned
has the authority to execute this Subscription Agreement.
This Subscription Agreement and the representations and warranties
contained herein shall be binding upon the heirs, executors, administrators and
other successors of the undersigned. If there is more than one signatory hereto,
the obligations, representations, warranties and agreements of the undersigned
are made jointly and severally. By executing this agreement, you are not waiving
any rights under federal law.
The undersigned is purchasing in the following capacity (please check):
|_| Individual |_| XXX
|_| Joint Account - JTWROS |_| Pension Plan
|_| Joint Account - TENCOM |_| Trust
|_| UGMA (Gift to Minor) |_| Non-Profit Organization
|_| Partnership |_| Employee of NASD member firm
|_| Corporation |_| Other (Specify)
NOTE: If a joint subscription, please indicate whether joint tenants with
right of survivorship (JTWROS) or tenants in common (TENCOM). Each
joint tenant or tenant in common must sign in the space provided. If
purchaser is a trust, partnership, corporation or other business
association, the signing trustee, partner or officer represents and
warrants that he/she/it has full power and authority to execute this
Subscription Agreement on its behalf. If Purchaser is a trust or
partnership, please attach a copy of the trust instrument or
partnership agreement. If Purchaser is a corporation, please attach
certified corporate resolution authorizing signature.
Dated this ____ day of __________ of 2002.
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Print First Purchaser's Name Date of Birth or Formation
of First Purchaser
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Street Address of First Purchaser Social Security or Tax ID#
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City State and Zip Code Business Phone (Day)
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Signature of First Purchaser (Individual, Home Phone
Custodian or Officer or Partner of Entity)
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Email address (if applicable)
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Print Second Purchaser's Name Date of Birth or Formation
of Second Purchaser
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Street Address of First Purchaser Social Security or Tax ID#
------------------------------------- -------------------------------
City State and Zip Code Business Phone (Day)
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Signature of First Purchaser (Individual, Home Phone
Custodian or Officer or Partner of Entity)
-------------------------------------------
Email address (if applicable)
THE ABOVE SUBSCRIPTION IS ACCEPTED.
SMART TECHNOLOGY, INC.
BY:___________________________________
Xxxx Xxxxxxxxxx, President
Date Signed: _______________________
