SUBSCRIPTION AGREEMENT TERMS:
SUBSCRIPTION
DOCUMENTS
FOR
Star
Link Software, Inc.
TERMS:
1. General.
This
Subscription Agreement sets forth the terms under which the undersigned (the
“Investor”) will invest in Star Link Software, Inc. (the “Corporation”), a
corporation formed under the laws of the State of Florida for the purpose of for the purpose of becoming a
Master-Application Server
Provider (“M-ASP”), data center automation and utility computing software
company; to engage in any and all activities related or incidental to
these purposes; and, to perform any acts to accomplish the foregoing purposes.
This Subscription is one of a limited number of Subscriptions for the purchase
of units (the “Units”) of the Corporation by a limited number of suitable
investors. Execution of this Subscription Agreement by the Investor shall
constitute an offer by the Investor to subscribe for the number of Units set
forth in Section 2 hereof on the terms and conditions specified herein. The
Corporation has the right to reject such Subscription offer or, by executing a
copy of this Subscription Agreement, to accept such offer. The financial
inability of the Investor to bear the economic risk of this investment in
accordance with the Securities Act of 1933, as amended (the “Securities Act”),
or in accordance with the definition of a sophisticated investor as set forth
under Securities Act shall be a cause for the rejection of this Subscription
offer. If the Investor’s application is rejected, the payment accompanying this
Subscription Agreement (described in paragraph 2 hereof) will be returned with
the notice of rejection.
Proceeds
of this private placement shall immediately be disbursed to the
Corporation.
2. Subscription
Amount and Payments.
The
Investor hereby subscribes for ________ Units at a price of $1,000 per Unit and
tenders its payment of $_______________ payable to Star Link Software, Inc. as
full payment for the aggregate Units specified above. Each Unit consists of
1,000 shares at $1.00 per share.
3. Investor’s
Representations, Warranties and Covenants.
The
Investor represents, warrants and covenants to the Corporation as
follows:
(a) The
Investor (i) has received no general solicitation or advertisement and has
attended no seminar or meeting with regard to the Units subscribed for
hereunder, (ii) can bear the economic risk of losing the entire investment
herein, (iii) has, alone or together with such Investor’s Representative, if any
(as hereinafter defined), such knowledge and experience in financial matters
that the Investor is capable of evaluating the relative risks and merits of this
Investment, and (iv) is acquiring the Investment Unit for the Investor’s own
account, for investment only;
(b) The
Investor acknowledges that the person or persons named on page 5 below, if any,
has or have, in evaluating the investment as contemplated hereby, (i) advised
the Investor as to the merits and risks of the Investment in general and the
suitability of the investment for the Investor in particular, and (ii) the
Representative has confirmed to the Investor in writing (a copy of which
instrument shall be annexed to this Agreement by the Investor on execution) any
past, present or future material relationship, actual or contemplated, between
the Representative and any person or entity, or affiliate of any such person or
entity (including, without limitation, the receipt by such Representative of any
selling commissions in connection with the Investor’s purchase of the common
stock);
(c) The
Investor understands that the offer and sale of the Units is being made with the
use of a Private Placement Memorandum. The Investor is familiar with
the nature of, and risks attendant to, investments of the type being subscribed
for, and has been advised and understands that his investment is speculative,
involves a high degree of risk, and could result in the loss of his entire
investment. The investor is fully aware of the material risks associated with an
investment in the Corporation and confirms that he was previously informed that
all documents, records and books pertaining to this investment will be at all
times available from the Corporation and that all documents, records and books
pertaining to this investment requested by the Investor have been made available
to the Investor and, if applicable, the persons retained to advise
him/her;
(d) The
Investor, and/or his/her Representative, if any, has had an opportunity to ask
questions of and receive answers from the President and/or other officers of the
Corporation concerning (i) the terms and conditions of this Subscription
Agreement and the transactions contemplated hereby, as well as the affairs of
the Corporation and related matters and (ii) any arrangements or proposed
arrangements of the Corporation relating to any of its shareholders that are not
identical to those relating to all of its shareholders;
(e) The
Investor, and/or Representative if any, has had an opportunity to obtain
additional information necessary to verify the accuracy of the information
referred to in subparagraph (d) hereof;
(f) Any
information supplied to the investors by the Corporation or the President or any
other person is intended solely to assist him and/or his Purchaser
Representative, if any, in conducting an investigation into the merits of such
participation and is not to be considered a representation of the
Corporation;
(g) The
Investor has received, completed and returned to the Corporation a questionnaire
relating to the Investor’s general ability to bear the risks of an investment in
the Corporation and suitability as a investor in a private offering and the
Investor hereby affirms the correctness of the answers to
questionnaire;
(h) The
Investor will not transfer or assign this Subscription, the Units, or any
interest therein if this Subscription is accepted, the assignment and
transferability of the Units subscribed for by the Investor being governed by an
Investment Letter and Agreement to be signed by each investor and the
Corporation and by all applicable laws;
(i) The
Investor understands that the Units have not been registered under the Federal
Securities Act of 1933, as amended, or any State securities laws on the
presumption that the issuance and sale of the Units is exempt pursuant to Rule
504 of Regulation D and that the investor has availed himself of the opportunity
to gain access to the same information made available in a 1933 Act registration
statement. The Investor further acknowledges that the Corporation’s
reliance on such exemption is materially based on the foregoing representations,
warranties and covenants by the Investor.
4. Responsibility.
The
President of the Corporation will exercise his best judgment in the conduct of
all matters arising under this Subscription Agreement; provided, however, that
this provision shall not enlarge, limit or otherwise affect the liability of the
Corporation or its President. The Investor shall indemnify and hold
harmless the Corporation; any corporation or entity affiliated with the
Corporation; the officers, directors and employees of any of the foregoing; or
any professional adviser thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney’s fees at trial or
on appeal, to which said entities and persons may be subject or which said
entities and persons incur by reason of or in connection with any
misrepresentation made by the Investor, any breach of any of the Investor’s
warranties or the Investor’s failure to fulfill any of the covenants or
agreements under this Subscription Agreement.
5. Survival
of Representations, Warranties, Covenants and Agreements.
The
representations, warranties, covenants and agreements contained herein shall
survive the delivery of and the payment for the Units.
6. Notices.
Any and
all notices, designations, consents, offers, acceptances or any other
communication provided for herein shall be given in writing by registered or
certified mail which shall be addressed in the case of the Corporation to Star
Link Software, Inc., 0000 Xxxxx
Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, and in the case of
the Investor, to the address set forth at the end of this letter, or to the
address appearing on the books of the Corporation or to such other address as
may be designated by the Investor or the Corporation in writing.
7. Miscellaneous.
This
Agreement shall be governed by, construed and enforced in accordance within the
laws of the State of Florida both substantive, procedural and
remedial. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement. This Agreement shall be binding on and shall inure to
the benefit of the Parties and their respective successors, assigns, executors
and administrators, but this Agreement and the respective rights and obligations
of the parties hereunder shall not be assembled by any party hereto without the
prior written consent of the other. This Agreement represents the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof; and cannot be amended, supplemented or modified
except by an instrument in writing signed by the party against whom enforcement
of any such amendment, supplement or modification is sought. The
failure of any provision of this Agreement shall in no manner affect the right
to enforce the other provisions of same, and the waiver of any party of any
breach of any provision of this Agreement shall not be construed to be a waiver
by such party of any succeeding breach of such provision or waiver by such party
of any breach of any provision.
8. Investor
Information
Please
print the following Information
___________________________________________________ _____________________________
Investor’s
Name Investor’s Social Security
Number
___________________________________________________
___________________________________________________
Investor’s
Address
___________________________________________________
Name of
Investor’s Representative
EXECUTION PAGE
IN
WITNESS WHEREOF, I have executed this Agreement as Investor this _____ day of
______________ 200_.
__________________________________
(Investor’s
Signature)
SUBSCRIPTION
ACCEPTED:
STAR
LINK SOFTWARE, INC.
By: _____________________________
Xxxxxxxxx
X. Xxxxxxxxx, President
Date: _____________________________
CONFIDENTIAL OFFEREE
QUESTIONNAIRE
CONFIDENTIAL
OFFEREE
QUESTIONNAIRE
INSTRUCTIONS.
This
Questionnaire is to be completed by each person who intends to purchase Units
(the “Units”) of Star Link Software, Inc. (the “Corporation”), a corporation
organized under the laws of the State of Florida. The purpose of this
Questionnaire is to assure the Corporation that each investor will meet the
standards imposed for exemption under the Securities Act of 1933, as amended
(the “Act”), as the Units in the Corporation will not be registered under the
Act.
If the
answer to any question is “None” or “Not Applicable,” please so
state. If you require additional space, please use separate sheets of
paper, identifying the question responded to.
Your
answers will be kept strictly confidential at all times. However, by signing
this Questionnaire, you agree that the corporation may present this
Questionnaire to such parties as it may deem appropriate if called upon to
establish the availability under the Act or under any state securities laws of
an exemption from registration of the private offering.
Please
complete, sign, date and return one copy of this Questionnaire.
PLEASE
PRINT
_____________________________________________
Name
_____________________________________________
_____________________________________________
Address
_____________________________________________
Nature of
Business
_____________________________________________
_____________________________________________
Business
Address
_____________________________________________
Telephone
(Home) Telephone
(Business)
1. Set
forth in the space provided below the state(s) in which you have maintained your
principal residence during the past two (2) years and the dates during which you
resided in each state.
______________________________
______________________________
2. Do
you maintain a residence or office in any other state? If yes, which
state(s)?
______________________________
3. In
which states, if any, do you pay state income
tax? ______________________________
4. In
which states do you hold driver=s
licenses? ______________________________
5. In
which states, if any, do you hold business related
licenses? ____________________________
6. What
is your date of birth? ____________________________
7. Was
your income (from all sources) for the calendar year ending 12/31/06 more than
(check one):
____
$40,000; ____ $60,000; ____ $100,000; ____ $200,000; ____ $500,000
8. (a) Is
your average yearly income from all sources anticipated for the three year
period ending 12/31/07 in excess of (check one):
____
$40,000; ____ $60,000; ____ $100,000; ____ $200,000; ____ $500,000
(b) What
percentage of your income as shown above is anticipated to be derived from
sources other than salary?
_______%
9. (a) Was
your net worth at 12/31/06 in excess of (check one):
____
$75,000; ____ $100,000; ____ $250,000; ____ $500,000; ____
$1,000,000
(b) What
percentage of your net worth as shown is invested in marketable securities
(stocks, bonds, debentures or notes)?
________%
(c) What
percentage of your net worth as shown above constitutes illiquid
assets?
________%
(d) What
percentage of your net worth as shown above constitutes liquid assets (cash or
assets readily convertible to cash)?
________%
10. Investment
experience:
(a) Please
indicate the frequency of your investment in nonmarketable
securities:
_____ Often; _____ Occasionally;
_____ Seldom; _____ Never
11. (a) I
have __/have not ___ (check one) selected anyone to serve as my Representative
to assist or advise me in connection with evaluating the risks and merits of the
prospective investments.
(b) If
you have been counseled by a Representative, please provide the name, address
and qualifications of each person so designated (use additional sheets, if
required):
_____________________________________________
Name
_____________________________________________
_____________________________________________
Address
12. (a) I
am ____/ am not ____ acting for my own account.
(b) If
not acting for your own account, complete the following:
(i) Capacity
in which I am acting (agent, trustee or otherwise):
____________________________
(ii) Name,
address and telephone number(s) or person(s) I represent:
_______________________ _______________________ ______________________
_______________________ _______________________ _______________________
(iii) Evidence
of authority (attach):
_____________________________
To the
best of my knowledge and belief, the above information supplied by me is true
and correct in all respects.
___________________________________
Signature
of Offeree
___________________________________
(Please
type or print name above)
OFFEREE REPRESENTATIVE
QUESTIONNAIRE
OFFEREE
REPRESENTATIVE QUESTIONNAIRE
(IF
APPLICABLE)
Name of
Offeree ___________________________________________
If you
will use an offeree representative in evaluating or helping you to make your
investment decision to purchase Units in the Corporation, please have each such
offeree representative complete the following questionnaire fully, attach
additional sheets if necessary. (Additional forms are available from
the Corporation.)
1. Name
__________________________________ Age:
_____
Business Address:
________________________________________
________________________________________
2. Present
occupation or position, indicating period of such practice or employment and
field of potential specialization, if any:
________________________
________________________
3. List
any business or professional education, including degrees received, if
any;
________________________
________________________
________________________
4. Have
you had prior experience in advising clients with respect to investments of this
type?
______
Yes _____ No
5. List
any professional licenses or registrations, including bar admissions, accounting
certifications, real estate brokerage license, and SEC or state broker/dealer
registrations, held by you.
________________________
________________________
6. Describe
generally any business, financial or investment experience that would help you
to evaluate the merits and risks of the investment.
________________________
________________________
7. State
how long you have known the Offeree and in what capacity:
________________________
8. Except
as set forth in subparagraph (a) below, neither I nor any of my affiliates have
any material relationship with Star Link Software, Inc., a Florida corporation
or any of its affiliates, and no such material relationship is mutually
understood to be contemplated.
(a) ______________________________________________________________
(b) If
a material relationship is disclosed in subparagraph (a) above, indicate the
amount of compensation received or to be received as a result of such
relationship, if any:
________________________
9. In
advising the Offeree in connection with the Offeree’s prospective investment in
the Corporation, I will be relying in part on the Offeree’s own expertise in
certain areas.
______
Yes _____ No
10. In
advising the Offeree in connection with the Offeree’s prospective investment in
the Corporation, I will be relying in part on the expertise of an additional
Offeree representative or representatives.
______
Yes _____ No
If “yes,”
give the names and addresses of such additional representative or
representatives.
__________________________
__________________________
I
understand that the Corporation will rely on the accuracy and completeness of my
responses to the foregoing questions and I represent and warrant to the
Corporation as follows:
(a) I
am acting as Offeree Representative for the Offeree in connection with the
Offeree’s prospective investment in the Corporation.
(b) The
answers to the above questions are complete and correct, and may be relied upon
by the Corporation in determining whether the offering in connection with which
I have executed this questionnaire is exempt from registration under the
Securities Act of 1933, pursuant to Rule 504 of Regulation D, as amended, or
otherwise.
(c) I
will notify the Corporation immediately of any material change in any statement
made herein occurring prior to the closing of any purchase by the Offeree of an
interest in the proposed investment.
(d) I
am not an affiliate, director, officer or other employee of the Corporation or
beneficial owner of 10% or more of any class of equity securities of the
Corporation;
(e) I
have disclosed to the Offeree in writing prior to the Offeree’s acknowledgment
of me as his Offeree Representative, any material relationship with the
Corporation or its Affiliates disclosed in answer to question 8 above;
and
(f) I
personally (or, I have checked “Yes” in question 9 and 10 above, together with
the Offeree or the Additional Offeree Representative or Representatives
indicated above) have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks of the Offeree’s
prospective investment in the Corporation.
IN
WITNESS WHEREOF, I have executed this Questionnaire this _____ day of
________________, 200_.
___________________________________
Signature
of Offeree Representative
INVESTMENT
LETTER
INVESTMENT LETTER
Star Link Software,
Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx
000
Xxxx Xxxxx, Xxxxxxx 00000
Re:
Shareholder Unit Subscription
Dear
Sirs:
I hereby
certify and warrant that I am acquiring _________ Units for my own account for
investment purposes only. I represent and warrant that I am able to bear the
economic risks of this investment and that I do not have any reason to
anticipate any change in my circumstances, financial or otherwise, nor any other
particular occasion or event which should cause me to sell or distribute, or
necessitate or require my sale or distribution of said Units. No one
other than me has any beneficial interest in said Units.
I agree
that I will in no event sell or distribute any of said Units unless in the
opinion of your counsel such Units may be legally sold without registration
under the Securities Act of 1933, as amended, and/or registration and/or other
qualification under then applicable State and/or Federal statutes, or such Units
shall have been so registered and/or exempt and an appropriate prospectus shall
then be in effect.
I am
fully aware that said Units are being offered and sold by you in reliance on the
exemption provided for by Rule 504 of Regulation D and Section 4(2) of the
Securities Act of 1933, as amended, which exempts the sale of Units by an issuer
where a limited offering is involved, and on my certification and warranties
herein and the truth and accuracy of said statement.
I
acknowledge by my execution that I have been given access to your books, records
and properties, and have had the opportunity to inspect, to my full and complete
satisfaction prior to the purchase of said shareholder Units, and that I have
been informed as to your intended use of the funds being paid by me for said
Units. I represent and warrant that because of my experience in
business and investments, I am competent to make an informed investment decision
with respect thereto on the basis of my inspection of your records and my
questioning of your officers.
I further
certify that my domicile is located at the following address:
_______________________
______________________________________________________________________.
Very
truly yours,
__________________________________
Investor’s
Signature
