SUBSCRIPTION AGREEMENT INTERSTATE DATA USA, INC. Private Offering of Units Offering: 700,000 Units at $3.00 per Unit Total Offering: $2,100,000 HOW TO SUBSCRIBE
INTERSTATE
DATA USA, INC.
Private
Offering of Units
Offering:
700,000 Units at $3.00 per Unit
Total
Offering: $2,100,000
HOW
TO
SUBSCRIBE
Interstate
Data USA, Inc., a Delaware corporation (the “Corporation”), is offering to
certain accredited investors (the “Offering”) up to a maximum of 700,000 units
(the “Units”), which consist of one share of 8% Series A convertible preferred
stock, $0.001 par value per share (the “Series A Preferred Stock”), of the
Company and one callable warrant (“Warrant”), the terms of which are described
in the Corporation’s Confidential Private Placement Memorandum, as supplemented
and amended (“Memorandum”). Any qualified subscriber who wishes to purchase
Units of the Corporation should deliver the following items to the Corporation’s
placement agent Newbridge Securities Corporation (the “Placement
Agent”).
(1) one
dated
and executed copy of each of the (i) Subscription Agreement and Confidential
Purchaser Questionnaire, attached hereto as Exhibit A, with all blanks properly
completed, and the (ii) Registration Rights Agreement, attached hereto as
Exhibit B; and
(2) a
check
payable or wire transfer to the order of “U.S. Bank National
Association/Interstate Data USA, Inc.- Escrow Account” in the amount set forth
on the undersigned’s signature page.
This
Offering involves a high degree of risk. The Units are being offered only to
“Accredited
Investors”
as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Act”). The Units should be purchased
only by persons who can afford the risk of loss of their investment. See the
“Memorandum.”
The
Units, Series A Preferred Stock, Warrants and the Common Stock into which the
Series A Preferred Stock is convertible and underlying the Warrants
(collectively, the “Securities”) have not been registered with nor approved or
disapproved by the Securities and Exchange Commission or any state securities
regulatory authority and are being offered and sold in reliance on exemptions
from the registration requirements of these laws. The Securities cannot be
resold unless registered pursuant to or exempted from such registration
requirements. Neither the Securities and Exchange Commission, nor any state
authority has passed upon or endorsed the merits of this Offering or the
accuracy or adequacy of this document and it is not intended that any of them
will. Any representation to the contrary is a criminal offense. Investors must
rely on their own examination of us and the merits and terms of this Offering
in
making an investment decision. This Offering is subject to withdrawal,
cancellation or modification by us at any time and without notice. We reserve
the right in our sole discretion to reject any subscription in whole or in
part,
notwithstanding tender of payment. See Section 5 of the Subscription
Agreement.
There
is no trading market for the Securities and we cannot assure you that a trading
market will ever develop or be sustained if developed. We are not obligated
to
register the Securities purchased pursuant to this Offering or any portion
thereof, or to take any other action to facilitate any proposed transfer of
those Securities. Accordingly, the sale, transfer or other disposition of any
of
the Securities which are purchased pursuant to this Offering is substantially
restricted by applicable federal and state securities laws. Investors should
be
aware that they may be required to bear the financial risks of this investment
for an indefinite period of time.
Each
offeree may, if he/she/it so desires, make inquiries of appropriate members
of
our management with respect to our business or any other matters set forth
herein and may obtain any additional information which such person deems to
be
necessary in order to verify the accuracy of the information contained herein
(to the extent that we possess such information or can acquire it without
unreasonable effort or expense). In connection with such inquiry, any documents
which any offeree wishes to review will be made available for inspection and
copying.
THE
SECURITIES BEING SUBSCRIBED FOR PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE
NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR
SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE ACT, AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ADDITIONAL RESTRICTIONS ON TRANSFER OF THE SECURITIES ARE SET FORTH IN THIS
SUBSCRIPTION AGREEMENT.
SUBSCRIPTION
AGREEMENT (the "Agreement") between Interstate Data USA, Inc., a Delaware
corporation (the "Corporation"), and the purchaser identified on the signature
page hereto (the "Subscriber").
BACKGROUND
Subscriber
desires to purchase, and the Corporation desires to sell, the Units of the
Corporation (the "Units") set forth on the signature page, upon the terms and
conditions contained herein.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and for the other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending
to be
legally bound, agree as follows:
1. SUBSCRIPTION
FOR UNITS; PURCHASE PRICE.
(a) Subscriber
hereby subscribes for and agrees to purchase the number of Units in the dollar
amount specified on the signature page (the “Purchase Price”), pursuant to the
terms and conditions described herein.
(b) Subscriber
delivers a wire transfer or encloses herewith a check payable to the order
of
“U.S. Bank National Association/Interstate Data USA, Inc.- Escrow Account” in an
amount equal to the Purchase Price.
(c) By
executing the Agreement, the Subscriber acknowledges that the Subscriber has
been informed of various matters relating to the Corporation, including but
not
limited to, the Risk Factors described in the Memorandum, and that the
Subscriber is an accredited investor as such term is defined under Rule 501
of
Regulation D under the Act.
2. REPRESENTATIONS
AND WARRANTIES AS TO SUITABILITY STANDARDS.
Subscriber
hereby represents and warrants that:
(a) Subscriber
has such knowledge and experience in financial and business matters that
Subscriber is capable of evaluating the merits and risks of the prospective
investment in the Corporation and of protecting his own interests in connection
therewith;
(b) Subscriber
is acquiring the Units for Subscriber's own account, not on behalf of other
persons, and for investment and not with a view to resale or distribution;
(c) Subscriber
can bear the economic risk of losing Subscriber's entire investment;
(d) Subscriber's
overall commitment to investments which are not readily marketable is not
disproportionate to Subscriber's net worth, Subscriber's investment in the
Units
will not cause such overall commitment to become excessive, and the investment
is suitable for Subscriber when viewed in light of Subscriber's other securities
holdings and Subscriber's financial situation and needs;
(e) Subscriber
has adequate means of providing for Subscriber's current needs and personal
contingencies;
(f) Subscriber
recognizes that the Corporation is a developmental stage enterprise and that
any
investment in the Corporation involves substantial risk, and Subscriber has
evaluated and fully understands all risks in Subscriber's decision to purchase
Units hereunder, including, without limitation, the risk factors contained
in
the Memorandum;
(g) Subscriber
understands that the offer and sale of the Units have not been submitted to,
reviewed by, nor have the merits of this investment been endorsed or approved
by
any state or federal agency, commission, authority or self regulatory
organization;
(h) Subscriber
understands the business in which the Corporation is engaged or proposes to
engage;
(i) If
Subscriber is an individual, Subscriber is at least 18 years of age and a bona
fide resident and domiciliary (not a temporary or transient resident) of the
state or country indicated on the signature page hereof and Subscriber has
no
present intention of becoming a resident of any other state or jurisdiction;
(j) If
Subscriber is not an individual, Subscriber is domiciled in the state or country
indicated on the signature page hereof, has no present intention of becoming
domiciled in any other state or jurisdiction and is an "Institutional Investor"
as defined under the "blue sky" or securities laws or regulations of the state
in which it is domiciled;
(k) Subscriber
otherwise meets any special suitability standards applicable to Subscriber's
state or country of residence or domicile;
(l) Subscriber
is an "Accredited Investor" as such term is defined in Rule 501 of Regulation
D
under the Act; and
(m) All
of
the written information pertaining to the Subscriber which the Subscriber has
heretofore furnished to the Corporation, and all information pertaining to
the
Subscriber which is set forth in the Agreement is correct and complete as of
the
date hereof and, if there should be any material change in such information
hereafter, the Subscriber shall promptly furnish such revised or corrected
information to the Corporation. Subscriber otherwise meets any special
suitability standards applicable to the Subscriber's state of
residence.
3. TRANSFER
RESTRICTIONS.
(a) Subscriber
represents that he/she/it understands that the sale or transfer of the
Securities are severely restricted and that:
(i) The
Securities have not been registered under the Act or the laws of any other
jurisdiction by reason of a specific exemption or exemptions from registration
under the Act and applicable state securities laws, and that the Corporation's
reliance on such exemptions is predicated on the accuracy and completeness
of
the Subscriber's representations, warranties, acknowledgments and agreements
herein. The Securities cannot be sold or transferred by Subscriber unless
subsequently registered under applicable law or an exemption from registration
is available. Except as provided in the Registration Rights Agreement, the
Corporation is not required to register the Securities or to make any exemption
from registration available;
(ii) The
right
to sell or transfer any of the Securities will be restricted as described in
the
Agreement which include restrictions against sale or transfer in violation
of
applicable securities laws, the requirement that an opinion of counsel be
furnished that any proposed sale or transfer will not violate such laws and
other restrictions and requirements;
(iii)
The
right
to sell or transfer any of the Securities will be restricted as described in
the
Memorandum; and
(iv) There
will be no public market for the Securities and Subscriber may not be able
to
sell the securities. Accordingly, the Subscriber must bear the economic risk
of
Subscriber's investment for an indefinite period of time.
(b) Subscriber
agrees that he will not offer to sell, sell or transfer the Securities or any
part thereof or interest therein without registration under the Act and
applicable state securities laws or without providing to the Corporation an
opinion of counsel acceptable to the Corporation that such offer, sale or
transfer is exempt from registration under the Act and under applicable state
securities laws or otherwise in violation of the Agreement.
(c)
The
Subscriber acknowledges that certificates representing any portion of the
Securities, if issued by the Corporation, will bear the following
legend:
"The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state. The
securities may not be offered, sold, transferred, pledged or otherwise disposed
of without an effective registration statement under the Securities Act of
1933,
as amended, and under any applicable state securities laws or an opinion of
counsel for the Corporation that the proposed transaction will be exempt from
such registration."
(d) Subscriber
further acknowledges that the Corporation reserves the right to place a stop
order against the certificate representing any portion of the Securities, if
issued by the Corporation, and to refuse to effect any transfers thereof in
the
absence of an effective registration statement with respect to the securities
or
in the absence of an opinion of counsel to the Corporation that such transfer
is
exempt from registration under the Act and under applicable state securities
laws.
4.
SUBSCRIBER'S
REPRESENTATIONS AND WARRANTIES.
Subscriber
represents and warrants that:
(a) Subscriber
understands the Corporation's investment plan is as described in the Memorandum;
(b) Subscriber
has been furnished with all additional documents and information which
Subscriber has requested;
(c) Subscriber
has had the opportunity to ask questions of and received answers from the
Corporation concerning the Corporation and the Units and to obtain any
additional information necessary to verify the accuracy of the information
furnished;
(d) Subscriber
has relied only on the Agreement and the Memorandum when making this
subscription;
(e) The
information furnished by the Corporation does not constitute investment,
accounting, legal or tax advice and Subscriber is relying on professional
advisers for such advice;
(f) All
documents, records and books pertaining to Subscriber's investment have been
made available for inspection by Subscriber and by Subscriber's attorney, and/or
Subscriber's accountant and/or Subscriber's representative, and the relevant
books and records of the Corporation will be available upon reasonable notice,
for inspection by investors during reasonable business hours at the
Corporation's principal place of business. The marketing documents provided
by
the Corporation to the Subscriber do not constitute a part of the Agreement
and
are only for informational purposes;
(g) Subscriber
and Subscriber's advisors (which advisors do not include the Corporation or
its
principals, representatives or counsel) have such knowledge and experience
in
legal, financial and business matters as to be capable of evaluating the merits
and risks of investing in the Corporation and of making an informed investment
decision;
(h) Subscriber
understands, acknowledges and agrees that the Corporation is relying solely
upon
the representations and warranties made herein in determining to sell Subscriber
the Units;
(i) Except
as
otherwise specifically disclosed herein, the Subscriber has not paid or given
any commission or other remuneration in connection with the purchase of the
Units. The Subscriber has not received any public media advertisements and
has
not been solicited by any form of mass mailing solicitation; and
(j) The
Subscriber understands the meaning and legal consequences of the foregoing
representations and warranties. The Subscriber certifies that each of the
foregoing representations and warranties is true and correct as of the date
hereof and shall survive the execution hereof and the purchase of the
Units.
5. SUBSCRIPTION
IRREVOCABLE BY SUBSCRIBER BUT SUBJECT TO ACCEPTANCE
OR REJECTION BY THE CORPORATION.
(a) The
Agreement is not, and shall not be, revocable by Subscriber.
(b) The
Corporation, in its sole discretion, has the right to terminate or withdraw
the
Offering at any time, to accept or reject subscriptions in other than the order
in which they were received, to reject any subscription in whole or in part,
to
allot to Subscriber less than the number of Units subscribed for, and to return
without interest the amount paid by Subscriber.
(c) The
Subscriber understands and agrees that the Agreement is not binding upon the
Corporation until the Corporation accepts it, which acceptance is at the sole
discretion of the Corporation and is to be evidenced by the Corporation's
completion, execution and delivery of the Agreement.
(d) In
the
event of rejection of this subscription in whole (but not in part), or in the
event the sale of the Units subscribed for by the Subscriber is not consummated
by the Corporation for any reason (in which event the Agreement shall be deemed
to be rejected), the Agreement and any other agreement entered into between
the
Subscriber and the Corporation relating to this subscription shall thereafter
have no force or effect and the Corporation shall promptly cause to be returned
to the Subscriber the Purchase Price remitted by the Subscriber, without
interest thereon or deduction therefrom. In the event that this subscription
is
accepted in part, the Corporation shall promptly cause to be returned to the
Subscriber that portion of the Purchase Price remitted by the Subscriber which
represents payment for the Units for which this subscription was not accepted,
without interest thereon or deduction therefrom.
6. INDEMNIFICATION
AND HOLD HARMLESS.
The
Subscriber agrees that if the Subscriber breaches any agreement, representation
or warranty the Subscriber has made in the Agreement, the Subscriber agrees
to
indemnify and hold harmless the Corporation, and each of its respective
directors, officers, employees, shareholders, members, financial advisors,
attorneys, accountants, agents, against any claim, liability, loss, damage
or
expense (including, without limitation, attorneys' fees and other costs of
investigating and litigating claims) caused, directly or indirectly, by the
Subscriber's breach.
7. MISCELLANEOUS.
(a) The
Agreement states the entire understanding between the parties with respect
to
the subject matter hereof, and supersedes all prior oral and written
communications and agreements, and all contemporaneous oral communications
and
agreements, with respect to the subject matter hereof.
(b) The
Agreement, upon acceptance by the Corporation, shall bind, benefit, and be
enforceable by and against each party hereto and its successors, assigns, heirs
administrators and executors. The Agreement in not transferable or assignable
by
the Subscriber. The agreements, representations and warranties contained herein
shall be deemed to be made by and be binding upon the Subscriber and such
Subscriber's heirs, executors, administrators, other personal representatives,
and their respective successors and permitted assigns.
(c) If
any
provision of the Agreement is construed to be invalid, illegal or unenforceable,
then the remaining provisions hereof shall not be affected thereby and shall
be
enforceable without regard thereto.
(d) Article
and section headings in the Agreement are for convenience of reference only,
do
not constitute a part of the Agreement, and shall not affect its
interpretation.
(e) Words
used in the Agreement shall be construed to be of such number and gender as
the
context requires or permits. Unless a particular context clearly provides
otherwise, the words "hereof" and "hereunder" and similar references refer
to
the Agreement in its entirety and not to any specific Section or
subsection.
(f) THE
AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH,
THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF
LAW. THE
PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE JURISDICTION OF ANY STATE
OR FEDERAL COURTS LOCATED IN THE STATE OF TEXAS IN CONNECTION WITH ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(g) Any
notice, demand or other communication which any party hereto may be required,
or
may elect, to give to anyone interested hereunder shall be sufficiently given
if
(a) deposited, postage prepaid, in a United States mail letter box, registered
or certified mail, return receipt requested, addressed to such address as may
be
given herein, or (b) delivered personally at such address. Notices to the
Corporation shall be addressed to Interstate Data USA, Inc., Attention: Xxxxx
Xxxxxxxxx, 0000 Xxxx Xxxx Xxxxx, #0000, Xxxxxxx, XX 00000.
(h)
The
Agreement may be executed through the use of separate signature pages or in
any
number of counterparts, and each of such counterparts shall, for all purposes,
constitute one agreement binding on all parties, notwithstanding that all
parties are not signatories to the same counterpart.
[subscription
agreement signature page to follow]
[subscription
agreement signature page]
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
on the date set forth below.
Subscription:
I hereby subscribe for, and agree
to
purchase, __________ Units for a Purchase Price of
$_________________________.
Print
Name of Subscriber(s):
Signature:
Residence/Domicile:
Street
Number and Street:
City/State/Zip
Code:
Country:
Telephone
Number:
Social
Security/Taxpayer
Identification
Number(s):
The
Corporation hereby accepts the foregoing subscription for $________ for purchase
of ___________ Units as of ______________________________________,
2007.
| INTERSTATE DATA USA, INC. | ||
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Xxxxx
Xxxxxxxxx, President
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