PACIFIC CMA, INC.
SUBSCRIPTION AGREEMENT
TO: PACIFIC CMA, INC.
c/o Airgate International Corporation
000-00 Xxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxxxxx
Ladies and Gentlemen:
The undersigned understands that Pacific CMA, Inc., a Colorado
corporation (the "Corporation"), is offering for sale (the "Offering") shares of
the Common Stock of the Corporation (the "Shares") pursuant to a Prospectus
dated ____________, 2003 (the "Prospectus") that is part of the Corporation's
Registration Statement on Form SB-2 (Registration No. 333-100045) under the
Securities Act of 1933, as amended. The shares are being offered at a price of
$[ ] per share.
1. Subscription. Subject to the terms and conditions hereof and the
provisions of the Prospectus, the undersigned hereby irrevocably subscribes for
________ Shares for a total purchase price of $_______________ (the "Purchase
Price"). The undersigned is executing a copy of this Subscription Agreement and
is delivering the executed Subscription Agreement together with the Purchase
Price to Key Bank National Association (the "Escrow Agent") as follows (please
check one):
_____ Payment of the Purchase Price is being made by a check or bank
draft payable in U.S. dollars to "Pacific CMA, Escrow" in an
amount equal to the total Purchase Price.
_____ Payment of the Purchase Price is being made by a postal express
money order payable in U.S. dollars to "Pacific CMA, Inc., Inc."
in an amount equal to the total Purchase Price.
_____ Payment of the Purchase Price is being made by a wire transfer
to the Escrow Agent, ABA No. 000000000, Account No. 765090009364
in an amount equal to the total Purchase Price.
_____ Payment of the Purchase Price is being made by other form of
payment of immediately available funds to the Escrow Agent in an
amount equal to the total Purchase Price, which payment is
described as follows: _________________________________________
_______________________________________________________________.
2. Acceptance of Subscription. The undersigned agrees that his
tendering of this Subscription Agreement and the Purchase Price constitutes a
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binding offer to purchase the Shares subscribed for and an agreement not to
revoke such offer. The undersigned further agrees that this Subscription
Agreement shall not be binding on the Corporation until accepted, that the
Corporation shall have the right in its sole discretion to accept or reject this
Subscription Agreement, in whole or in part, and that the same shall be deemed
to be accepted by the Corporation only when it is signed by a duly authorized
officer of the Corporation. The undersigned acknowledges that the Purchase Price
will be held by the Escrow Agent in accordance with the terms of the Escrow
Agreement. In the event the Offering is not completed or the undersigned's
subscription is not accepted by the Corporation, the Purchase Price will be
refunded to the undersigned.
3. Acknowledgements. The undersigned acknowledges receipt of the
Prospectus and the Escrow Agreement between the Corporation and the Escrow Agent
in the form annexed hereto as Exhibit A.
4. Governing Law; Miscellaneous. This Agreement shall be governed by,
and construed in accordance with, the law of the State of Colorado applicable to
agreements made and to be performed wholly within such State, regardless of its
place of execution or performance. All captions of sections are for convenience
only. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person
or persons or entity or entities may require. This Agreement is not transferable
or assignable by the Subscriber. If the Subscriber is more than one person, the
obligations of the Subscriber shall be joint and several and the agreements and
statements herein contained shall be deemed to be made by and be binding upon
each such person and their respective heirs, executors, administrators and
successors and assigns.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this day of , 2003.
Please fill in the information requested below, send the Purchase Price in the
manner contemplated by Section 1 of this Subscription Agreement and mail the
Subscription Agreement, Stock Certificate Registration Instructions and
Substitute Form W-9, to the attention of Ms. Xxxxxx Xxxxxx, Key Bank National
Association, Cherry Creek Branch, 0000 X. Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
________________________________________
________________________________________
(Signature of Subscriber)
No. of Shares Subscribed:
____________________
____________________
____________________
(Name Please Print or Type)
Funds Tendered ($[ ]
per share subscribed):
$___________________
____________________
Date:____________________________________
________________________________________
Phone Number:
________________________________________
(Home)
________________________________________
(Office)
Residence Address:
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
Social Security Number or other
Taxpayer Identification Number
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STOCK CERTIFICATE REGISTRATION INSTRUCTIONS
Name: __________________________________________________________________________
Additional Name if Tenant in Common or Joint Tenant: ___________________________
Mailing Address: _______________________________________________________________
Social Security Number or other Taxpayer Identification Number: ________________
Number of shares to be registered in above name(s): ____________________________
Legal form of ownership (please check appropriate box):
_________ Joint Tenants with Rights of
__________ Individual Survivorship
__________ Tenants in Common _________ Uniform Gift to Minors
__________ Other
Federal Income Tax Backup Withholding
In order to prevent the application of federal income tax backup withholding,
each subscriber must provide the escrow agent with a correct Taxpayer
Identification Number ("TIN"). An individual's social security number is his or
her TIN. The TIN should be provided in the space provided in the Substitute Form
W-9, which is set forth below.
Under federal income tax law, any person who is required to furnish his or her
correct TIN to another person, and who fails to comply with such requirements,
may be subject to a $50 penalty imposed by the Internal Revenue Service ("IRS").
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund may
be obtained from the IRS. Certain taxpayers, including all corporations, are not
subject to these backup withholding and reporting requirements.
If the shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, "Applied For" should be written
in the space provided for the TIN on the Substitute Form W-9.
Substitute Form W-9
Under penalties of perjury, I certify that: (i) The number shown on this form is
my correct Taxpayer Identification Number (or I am waiting for a Taxpayer
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Identification Number to be issued to me), and (ii) I am not subject to backup
withholding because: (a) I am exempt from backup withholding; or (b) I have not
been notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all interest or dividends;
or (c) the IRS has notified me that I am no longer subject to backup
withholding.
You must cross out item (ii) above if you have been notified by the IRS that you
are subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another notification from
the IRS that you are not longer subject to backup withholding, do not cross out
item (ii).
Each subscriber should complete this section.
_______________________ ______________________
Signature of Subscriber Signature of Subscriber
______________________ ______________________
Printed Name Printed Name
___________________________ ______________________
Social Security or Employer Social Security or Employer
Identification No.: Identification No.:
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ACCEPTED:
PACIFIC CMA, INC.
By: _________________________
Date: __________________
Name: ___________________
Title: ___________________
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