SUBSCRIPTION AGREEMENT
AND
PROSPECTIVE PURCHASER QUESTIONNAIRE
CALLINGCARD INDUSTRIES, INC.
SUBSCRIPTION AGREEMENT
TO: CALLINGCARD INDUSTRIES, INC., "The Company", Seller
All investors are subject to the provisions of the subscription
agreement and completion of the prospectus purchaser questionnaire which
includes the amount of shares purchased, the price of the shares, the
provisions of receiving the share certificate(s), and representations and
warranties that the purchaser is a qualified investor who must have a
minimum net worth of $250,000 and annual individual income of
$100,000 for each of the two predecessor years or a combined
household income with spouse of $150,000 per year for the two
predecessor years, or other substantial "sophisticated" investor
indicators. The purchaser must complete a prospectus purchaser
questionnaire and must comply with the minimum income and net worth
provisions to be a "qualified" investor.
1. The undersigned hereby subscribes for the purchase of common shares of
stock, @$1.00 per share, of Callingcard industries, Inc. (the
"Company") in accordance with the terms and conditions of this Agreement.
2. This subscription is one of a limited number of such subscriptions for
common shares of stock of the Company. The execution of this
Agreement of the undersigned shall constitute an offer by the undersigned
to subscribe for common shares of stock in the amount specified below. The
Seller, Callingcard industries, Inc., shall have the right (in its sole
discretion) to reject such offer for any reason whatsoever, or, by
executing a copy of this Agreement, to accept such offer. If such offer
is accepted, Callingcard industries, Inc. will return an executed copy
of this Agreement to the undersigned, along with a valid share
certificate from the Company's transfer agent, National Stock Transfer,
Inc., 0000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000. If this
subscription is rejected or if the offering is not consummated for any
reason, the undersigned's subscription payment will be returned,
uncashed, as soon as practicable following termination of the offering
or the date of rejection, as applicable. It is understood that this
subscription is not binding on Callingcard industries, Inc. unless and
until it is accepted by Callingcard industries, Inc., as evidenced by its
execution of this Subscription Agreement where indicated below.
3. The undersigned hereby makes the following representations and
warranties:
a. The undersigned has been furnished with and has carefully
reviewed the prospectus and documents attached thereto.
b. All information provided to the Callingcard industries, Inc.,
including that in the Prospective Purchaser Questionnaire, is true
and correct and complete in all respects as of the date hereof.
c. The undersigned is at least twenty-one (21) years of age and
sufficient legal capacity to execute this Agreement.
d. The undersigned is a qualified investor as that term is defined
above.
e. The undersigned has analyzed and reviewed the information
contained in the Company Prospectus contained in the SB-2 Registration
Statement and has had an opportunity to ask questions of and receive
answers from the Company, or any person or persons acting on its behalf,
concerning the terms and conditions of this investment, and all such
questions have been answered to the full satisfaction of the
undersigned.
f. The undersigned has adequate means of providing for his current
needs and possible personal contingencies and has no need for
liquidity in this investment, and his overall commitment to
investments which are not readily marketable is not disproportionate to
his net worth, and his investment in the shares will not cause such overall
commitment to become excessive.
g. The undersigned understands that the common shares of stock have
been registered under the Securities Act of 1933, as amended (the "Act")
pursuant to the completion of an SB-2 Registration Statement, but not with
any state.
h. The undersigned is acquiring the common shares of stock for
his own account for investment purposes only and is not purchasing the
subject shares for an undisclosed third party.
i. If the undersigned is a corporation, partnership, trust, or
other entity, it represents:
(i) It is duly organized, validly existing, and in good standing
under the laws of the United States of America, or elsewhere,
and has all of the requisite power and authority to invest in
the shares as provided herein.
(ii) Such investment does not result in any violation of, or
conflict with, any term of the charter or bylaws of the
undersigned or any instrument to which it is bound or any law
or regulation applicable to it.
(iii) Such investment has been duly authorized by all the
necessary action on behalf of the undersigned.
(iv) This Agreement has been duly executed and delivered on
behalf of the undersigned and constitutes a legal, valid and
binding agreement of the undersigned.
The foregoing representations and warranties shall be true and
accurate as of the date hereof and as of the date of delivery of the
purchase price to Callingcard industries, Inc., and shall survive such
delivery period.
4. Miscellaneous
a. This Agreement, any amendments or replacements hereof, and the
legality, validity, and performance of the terms hereof, shall be
governed by, and enforced, determined and construed in accordance with,
the laws of the State of Nevada applicable to contracts, transactions and
obligations entered into and to be performed in such State.
b. This Agreement contains the entire agreement between the parties.
The provisions of this Agreement may not be modified or waived except in
writing.
c. This Agreement and the rights, powers and duties set forth herein
shall, except as set forth herein, bind and inure to the benefit of
the heirs, executors, administrators, legal representatives, successors
and assignes of the parties hereto. The undersigned may not assign any of
his rights or interests in and under this Agreement without the prior
written consent of the Callingcard industries, Inc., and any attempted
assignment without such consent shall be void and without effect.
d. It is understood that this Subscription is offered on a subject
top prior sale basis and is not binding on Callingcard industries, Inc.
until the Company accepts it, which acceptance is at the sole discretion
of Company, by executing this Subscription Agreement where indicated.
5. Subscription. The undersigned hereby subscribes for the purchase of
common shares of stock of Callingcard industries, Inc. and encloses payment
in the amount of $ ($1.00 per share) payable Callingcard industries, Inc.,
Special Account"
TYPE OF OWNERSHIP
Individual
----
Joint Tenants with Right of Survivorship
----
Tenants in Common
----
Community Property
----
Other
----
Executed this day of , 2002, at
----- --------- ---------------------------
--------------------------------------------------------------------------
--------------------------------------------------
Print Name
--------------------------------------------------
Signature of Investor
--------------------------------------------------
Social Security or other identification number
If the Investor has indicated that the shares will be held as joint
tenants, tenants in common or as community property, please complete the
following:
--------------------------------------------------
Print Name of Spouse or Other Investor
--------------------------------------------------
Signature of Spouse or Other Investor
--------------------------------------------------
Social Security or other identification number
If the Investor is a partnership, corporation or trust, complete the
following:
--------------------------------------------------
Name of Partnership, Corporation or Trust
(affix seal, if any)
By:
----------------------------------------------
--------------------------------------------------
Print Name of Individual Signing
--------------------------------------------------
Capacity of Individual Signing
Accepted:
Callingcard industries, Inc.
By:
---------------------------------------------
Title:
------------------------------------------
-------------------------------------------------
Date of Acceptance
PROSPECTIVE PURCHASER QUESTIONNAIRE
TO: CALLINGCARD INDUSTRIES, INC.
To Whom It May Concern:
The information contained herein is being furnished to you in order for
you to determine whether the undersigned may purchase common shares of
stock of Callingcard industries, Inc., pursuant to an SB-2 Registration
Statement, from the Company. The undersigned herein states that he (she)
is a qualified investor and has knowledge and experience in financial and
business matters and is capable of evaluating the merits and risks of the
proposed investment.
The undersigned further represents that (i) the information contained
herein is complete and accurate and may be relied upon by you and (ii)
the undersigned will notify you immediately of any material change in
any of such information occurring prior to the purchase of the subject
common shares of stock.
The undersigned understands and agrees that this questionnaire will be
kept strictly confidential.
In accordance with the foregoing, the following representations and
information are hereby made and furnished by:
--------------------------------------------------
Print Name of Prospective Purchaser
--------------------------------------------------
Signature of Prospective Purchaser
INSTRUCTIONS: Please answer all questions. If the answer to any
questions is "None" or "Not Applicable," please so state.
1 Full Name
--------------------------------------------------
Social Security Number
-----------------------------------
Age
-------------
Occupation
--------------------------------------------------
Citizenship Number of Dependents
-------------------- --------
Residential Address:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Please indicate your preferred mailing address:
( ) Residential ( ) Business
2. Was your income (from all sources) for each of the two latest
complete
calendar years more than (check one):
$ 30,000 $ 50,000 $100,000 $150,000
------ ------ ------ ------
$200,000 $250,000 $300,000 $350,000
------ ------ ------ ------
(a) What percentage of your income as shown above was derived from
sources other than salary?
%
-----------------------
(b) Approximately what percentage of your income as shown above
remained after payment of Federal, state and local taxes, and after
payment of all ordinary and necessary living expenses?
%
-----------------------
(c) Does the above income represent your joint income with your
spouse?
Yes No
--------- ---------
3. Is your income from all sources anticipated for the current tax
year in excess of (check one):
$ 30,000 $ 50,000 $100,000 $150,000
------ ------ ------ ------
$200,000 $250,000 $300,000 $350,000
------ ------ ------ ------
(a) Does the above income represent your joint income with your
spouse?
Yes No
--------- ---------
4. Is your net worth as of the date hereof in excess of (check one):
$ 30,000 $ 50,000 $100,000 $150,000
------ ------ ------ ------
$200,000 $250,000 $300,000 $350,000
------ ------ ------ ------
(a) What percentage of your net worth as shown above is
invested in restricted securities or
investments in marketable securities (stock. bonds,
debentures, or notes)?
Restrictive securities %
-----------------
Marketable securities %
-----------------
%
=================
(b) Do these net worth representations include your spouse's
assets and liabilities?
Yes No
--------- ---------
(c) What percentage of your net worth as shown above constitutes
home, furnishings, and automobiles? %
------------
(d) What percentage of your net worth as shown above constitutes
liquid assets (cash or assets readily convertible to cash)? %
-----------
5. For investors other than natural persons:
(a) Type of entity. Corporation Trust
----- -----
Partnership Other (specify)
----- -----
(b) Date or organization:
------------------
(c) Number of equity owners (stockholders, partners, beneficiaries,
etc.):
(d) Was the entity formed for the primary purpose of investing in
direct participation programs or
other passive investments?
Yes No
--------- ---------
6. Please supply the following information with respect to the bank (or
banks) at which you maintain a regular checking account:
Name of Bank:
-------------------------------------
Address:
-------------------------------------
Telephone:
-------------------------------------
Contact:
-------------------------------------
7. (a) Are you aware that the securities proposed may require your
capital investment be maintained for an
indefinite period of time?
Yes No
--------- ---------
(b) Do you have any investments or contingent liabilities which
you can reasonably anticipate
could cause the need for sudden cash requirements in
excess of cash readily available to you'.'
Yes No
--------- ---------
If "Yes," please explain.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
8. Please list your business or professional educational background
(schools attended and degrees obtained):
Schools Degree
Dates Attended
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
9. Please list any professional licenses or registrations including
bar admissions, accounting certifications, real estate brokerage licenses,
and SEC or state broker-dealer registrations, held by you:
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
10. Please list your principal employment and business activities
during the last five years, as well as any relevant
financial experience.
Employer Position/Title
Employment Dates
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
11. Please describe your experience as an investor, including amounts
invested, in securities, particularly investments in development stage
company's securities.
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
12. Have you participated in other development stage company's
securities?
Yes No
--------- ---------
I understand that the Company will be relying on the accuracy and
completeness of my responses to the foregoing questions and I represent
and warrant to the Company as follows:
i. I will notify the Company immediately of any material change
in any statement made herein occurring prior to the closing of any
purchase.
ii. I, am a "qualified investor" as that term is defined above and
have sufficient knowledge and experience in financial and business
matters to evaluate the merits and risks of the prospective
investments; I am able to bear the economic risk of the investment
and currently could afford a complete loss of such investment
IN WITNESS WHEREOF, I have executed this Prospective Purchaser
Questionnaire this day of
------- -----------------
---------------------- ----------------------
Prospective Purchaser Prospective Purchaser
Signature Signature
---------------------- ----------------------
Print Name Print Name
Sworn to me this day of , 200
----- ----------- ---
----------------------------------
Notary Public
----------------------------------
My commission expires: (Notarial Seal)
