EXHIBIT 6.9
SUBSCRIPTION AGREEMENT
To the Directors:
Gentlemen:
I understand that DIPPY FOODS, INC., a Nevada corporation ("the Company"),
is offering shares of the Company's common stock, $.001 par value per share,
(the "Shares") pursuant to the exemptions from registration contained under
regulation D, Rule 504, and Sections 3(b) and 4(2) of the Securities Act of
1933, as amended. I also understand that the subscription price is $0.05 per
Share.
Acknowledging the foregoing and upon consideration and affirmation of the
following representations, I offer to purchase the number of Shares at the price
of $0.05 per share for the aggregate amount (the "Subscription Funds") that are
set out in paragraph 6. In order to induce the Company to accept my offer, I
advise you as follows:
1. AVAILABILITY OF INFORMATION
I represent and warrant that I have been furnished with and have reviewed a copy
of all underlying documents in connection with this transaction. I also
acknowledge that in addition to the business and financial information about the
Company provided to me, the Company has permitted me the opportunity to ask
questions of, and receive answers from, the Company, and any other person or
entity acting on its behalf, concerning the terms and conditions of the offering
and to obtain any additional information necessary to verify the accuracy of the
information provided by the Company and any other person or entity acting on its
behalf.
2. REPRESENTATIONS AND WARRANTIES
I represent and warrant to the Company (and understand that they are relying on
the accuracy and completeness of these representations and warranties in
connection with the availability of an exemption from the registration
requirements of applicable Federal and state securities laws for the offer and
the sale of the Shares) that:
a. NO REGISTRATION. I understand the Shares offered have not been
registered under the Securities Act of 1933, as amended (the "1933
Act"), or any applicable state securities laws, and that I must bear
the economic risk of the investment for an indefinite period of time
because the Shares cannot be sold unless they are registered under the
1933 Act or applicable state securities laws or exemptions from them
are available; that registration under the 1933 Act is unlikely at any
time in the future; that the Company is not obligated to file a
registration statement under the 1933 Act; and that Rule 144, adopted
under the 1933 Act governing the possible disposition of the
Securities, is applicable to the shares of common stock. I agree not
to sell the Shares without registration under the 1933 Act and the
applicable state securities laws unless in an exempt transaction as
set forth in Regulation D, Rule 144 or any other federal securities
act.
b. OWN ACCOUNT. I am the only party with an interest in this subscription
agreement, and I am acquiring the Shares for investment purposes and
for my own account for long-term investment only, and not with any
intent or arrangement to resell, fractionalize, divide or redistribute
all or any part of the Shares to any other person. I have no present
plans to enter into any contract, undertaking or agreement for any
resale, distribution, subdivision or fractionalization.
c. AGE AND CITIZENSHIP. I am at least 21 years old and a citizen of
__________. I am a bonafide resident of the state or province set
forth next to my signature and this state or province is my principal
residence.
SUBSCRIPTION AGREEMENT DIPPY FOODS, INC. PAGE 2 OF 3
d. KNOWLEDGE AND EXPERIENCE. I have knowledge and experience in financial
and business matters and in investments in particular and I am capable
of evaluating the merits and the risks of an investment in the
Company. I understand that the Company is relying upon my
representations for the purposes of confirming my suitability as an
investor in the Company.
e. ACCURACY OF INFORMATION. The information that I have provided to the
Company concerning my financial position and knowledge of financial
and business matters is correct and complete as of this date. If any
of the information changes materially before you accept this
subscription, I immediately will provide the new information. I
indemnify the Company against any damage, claim, loss, expense or
liability that may arise as a result of a breach of any representation
or covenant that I have made.
f. SPECULATIVE NATURE OF INVESTMENT. I am aware that the Company is new
and is starting to operate and that an investment in the Shares is a
speculative investment which involves a high degree of risk. I
acknowledge that this transaction and the material provided to me have
not been reviewed by the United States Securities and Exchange
Commission or by any state's securities authorities.
g. ADEQUACY OF MEANS. I have adequate means of providing for my current
needs and personal contingencies and have no need to liquidate this
investment in the Company's Shares.
h. NET WORTH. I represent and warrant either that: (1) my net worth
(along with my spouse, but exclusive of home, furnishings and
automobiles) is three times the amount of the investment in the
Company's Shares and that I (alone or jointly with my spouse) have an
adjusted gross income in the most recent year of $75,000 or more; or
(2) 1 have a net worth (alone or with my spouse, but exclusive of
home, furnishings and automobiles) that is five times the amount of an
investment in the shares without regard to my annual income.
3. OFFERING PROCEDURE
I understand this subscription agreement is subject to each of the following
terms and conditions:
a. The Company may reject this subscription agreement for any reason, and
this subscription agreement becomes binding upon the Company only when
the Company has accepted it in writing.
b. If my subscription agreement is rejected, the Company will return to
me the Subscription Funds that I have submitted within ten days of the
rejection without interest or deduction.
c. If my subscription is accepted, I must execute any additional
documents that are necessary to effect the issuance of the Shares that
I have purchased.
4. INDEMNIFICATION.
I acknowledge that I understand the meaning and legal consequences of the
representations and warranties I have given and I agree to indemnify the Company
and its management against any loss, damage or liability arising out of a breach
of any representation or warranty or covenant of the undersigned contained in
the subscription agreement or in the financial information that I have provided
to the Company.
5. MISCELLANEOUS
a. ENTIRE AGREEMENT. This agreement represents, the entire agreement
between the Company and me and supersedes all prior agreements,
understandings or conversations with respect to any transactions of
the type contemplated hereby.
b. WAIVER AND AMENDMENT. Any right granted to either me or the Company
under this agreement may be waived only in writing signed by both of
us. No delay in our exercising any right granted under this agreement
operates as it waiver of the right, and no partial exercise of any
right precludes our exercising
SUBSCRIPTION AGREEMENT DIPPY FOODS, INC. PAGE 3 OF 3
that right or any other right in the future. Any amendment of this
agreement must be written and signed by the Company and me.
c. GOVERNING LAW. This agreement is governed by, and construed in
accordance with, the laws of its incorporation.
d. ENFORCEMENT. If legal action becomes necessary to enforce this
agreement or any part of it, the prevailing in the action is entitled
to collect its reasonable expenses incurred in the action, including
reasonable attorney's fees, from the non-prevailing party.
6. PAYMENT FOR SHARES
I subscribe for __________ Shares and submit my check payable to the Company for
the amount of $__________.
Dated ___________________, 1999.
_____________________________ ____________________________________
Name of subscriber Signature of subscriber
_____________________________
Address of subscriber ___________________________________
Name and position of authorized
_____________________________ signatory if the subscriber is
not a natural person
_____________________________ ____________________________________
Telephone number Tax I.D. or social security number
_____________________________
Fax number
This subscription is accepted on ___________________. 1999.
The Company:
DIPPY FOODS, INC.
_____________________________
Authorized signatory
