Exhibit 4.02
SUBSCRIPTION AGREEMENT
ISECURETRAC CORP.
0000 Xxxxx 000xx Xxxxxx
Xxxxx, XX 00000
Ladies and Gentlemen:
The undersigned hereby applies to ISECURETRAC CORP., a Delaware corporation
(the "Corporation"), to purchase ____________ shares (the "Shares") of the
Corporation's common stock, par value $.001 per share (the "Common Stock"), at a
purchase price of $_____ per share, or an aggregate purchase price of
$__________, such purchase price and Shares to be delivered upon the execution
and delivery hereof.
1. Representations and Warranties of the Undersigned.
The undersigned hereby represents and warrants to the Corporation as
follows:
a. The undersigned has received and this Subscription Agreement
(this "Agreement"), as well as the Corporation's Prospectus
dated _________, 2002 (the "Prospectus"). The undersigned's
domicile is in the State of _______________, and the undersigned
or its signatory is over 18 years of age.
b. The undersigned has full power and authority to make the
representations referred to in this Agreement, to execute and deliver
this Agreement and to purchase the Shares.
c. The undersigned's authorization, execution, delivery, and performance
of this Agreement do not conflict with any other agreement or
arrangement to which the undersigned is a party or by which the
undersigned is bound.
d. The undersigned acknowledges that this Agreement may be accepted or
rejected, in whole or in part, by the Corporation in its sole
discretion, and that the subscription proceeds will be returned to the
undersigned upon any such rejection.
e. The undersigned is purchasing for investment and not with a view
toward distribution of all or any part of the Shares.
f. [OPTIONAL] The undersigned hereby certifies that he/she/it is an
accredited investor as that term is defined in Regulation D adopted
pursuant to the Securities Act of 1933 (the "Act"). The specific
category(s) of accredited investor applicable to the undersigned is
(are) checked below. [CHECK ALL THAT] APPLY]
_____ (i) an individual whose individual net worth, or joint net worth with
that individual's spouse, exceeds $1,000,000 (including the value
of homes, home furnishings and personal automobiles);
_____ (ii) an individual who had an individual income in excess of $200,000
in 2000 and 2001 or joint income with that person's spouse in
excess of $300,000 in each of those years and who reasonably
expects to reach the same income level in 2002. For purposes of
this offering, individual income shall equal adjusted gross
income, as reported in the investor's federal income tax return,
less any income attributable to a spouse or to property owned by
the spouse, and as may be further adjusted in accordance with the
rules, regulations, and releases of the Securities and Exchange
Commission;
_____ (iii) a bank as defined in Section 3(a)(2) of the Act, or a savings
and loan association or other institution as defined in Section
3(a)(5)(A) of the Act, whether acting in its individual or
fiduciary capacity; an insurance company as defined in Section
2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 (the "1940 Act") or a business
development company as defined in Section 2(a)(48) of the 1940
Act; a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; or an employee benefit
plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of
ERISA, which is either a bank, savings and loan association,
insurance company or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or
if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;
_____ (iv) a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
_____ (v) an organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring the Shares, with total assets in excess of $5,000,000;
_____ (vi) an individual who is a director or executive officer of the
Corporation; or
_____ (vii) an entity in which all of the equity owners are accredited
investors as set forth above.
g. The undersigned hereby agrees to indemnify and hold harmless the
Corporation and each director, officer or employee thereof from and
against any and all loss, damage or liability due to or arising out of
a breach of any of the foregoing representations and warranties of the
undersigned.
2. Survival of Agreements, Representations and Warranties, Etc.
All agreements, representations and warranties contained herein or made in
writing by or on behalf of the Corporation in connection with the transactions
contemplated by this Agreement shall survive the execution and delivery
of this Agreement, any investigation at any time made by the undersigned or on
the undersigned's behalf, and the sale and purchase of the Shares and payment
therefor.
3. Miscellaneous.
This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which taken together shall constitute one
agreement. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only with the written consent of the
undersigned and the Corporation. This Agreement shall be governed by and
construed under the laws of the State of Nebraska (without giving effect to any
conflict of laws provisions). This Agreement sets forth the entire agreement of
the parties with respect to the subject matter hereof.
BY EXECUTING THIS AGREEMENT, THE UNDERSIGNED IS NOT WAIVING ANY RIGHTS
UNDER THE SECURITIES ACT OF 1933 AND THE EXCHANGE ACT OF 1934.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
THE INDIVIDUAL INVESTOR SIGNATURE PAGE
FOR ISECURETRAC CORP. SUBSCRIPTION AGREEMENT
Date:_________________, 200_____
Number of Shares Subscribed for: __________ Amount of Subscription: $__________________
___________________________________________ ___________________________________________
Name of Individual Social Security No.
___________________________________________ ___________________________________________
Street Address Date of Birth
___________________________________________ __________________ _______________________
City State Zip Code Home Phone Business Phone
Manner in which Shares are to be held (check one):
/ / Individual Ownership / / Community Property
/ / Tenants-in-Common / / Separate Property
/ / Joint Tenant with Right of Survivorship / / Other (please specify)
________________________________
Signature
Accepted this ___ day of __________, 200_.
ISECURETRAC CORP.
By: ____________________________
THE ENTITY SIGNATURE PAGE
FOR
ISECURETRAC CORP.
SUBSCRIPTION AGREEMENT
Date:_________________, 200_____________
Number of Shares Subscribed for: _________ Amount of Subscription: $___________________
__________________________________________ ____________________________________________
Name of Corporation or Entity Federal Tax Identification No.
__________________________________________ ____________________________________________
Address State of Incorporation or Formation
__________________________________________ ___________________ _______________________
City State Zip Code Phone Fax
Manner in which Shares are to be held (check one):
/ / Partnership / / Limited Liability Company
/ / Corporation / / Limited Liability Partnership
/ / Trust / / Other (please specify)_____________
_________________________________
Signature
_________________________________
Title
Accepted this ___ day of __________, 200_.
ISECURETRAC CORP.
By: ____________________________
