EXHIBIT 4.1
FORM OF SUBSCRIPTION AGREEMENT
February , 1996
New World Coffee, Inc.
000 Xxxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
1. SUBSCRIPTION. The undersigned hereby subscribes for shares
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of Common Stock (the "Stock") of New World Coffee, Inc., a Delaware corporation
(the
"Company).
2. ACCEPTANCE OF SUBSCRIPTION. The undersigned is tendering payment for the
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subscribed for Stock by wire transfer in the amount of $ to the order of
Xxxxxx X. Xxxx, Esq. as Escrow Agent (the "Escrow Agent"). This Subscription
Agreement, the Investor Questionnaire, for U.S. citizens or residents an
Internal Revenue Service Form W-9, and the Registration Rights Agreement should
be delivered to New World Coffe at 000 Xxxx Xxxxxxxx, Xxx Xxxx, XX 00000,
Attention: Xxxxx Xxxxxx. If this subscription is rejected by the Company, the
amount tendered by the investor shall be promptly returned in full to the
undersigned by the Escrow Agent, without interest or deduction, and this
Subscription Agreement shall be null and void and of no further force or effect.
The Company shall have the right to reject this subscription, in whole or in
part.
3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The undersigned hereby
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represents and warrants to the Company as follows:
(a) The undersigned can bear the economic risk of this investment and can afford
a complete loss thereof. The undersigned (i) has sufficient liquid assets to pay
the full purchase price for the Stock, (ii) has adequate means of providing for
the undersigned's current and presently foreseeable, future financing needs,
(iii) has no present need for liquidity of the investment in the Stock, and (iv)
has ample liquid resources.
(b) The undersigned qualifies as an "Accredited Investor" as defined in Rule 501
of Regulation D, promulgated under the Securities Act of 1933, as amended (the
"Act").
(c) The undersigned and such other persons as the undersigned found it
necessary or advisable to consult, have sufficient knowledge and experience in
business and
New World Coffee, Inc.
February , 1996
Page 2
financial matters to evaluate the risks of this investment and to make an
informed investment decision with respect thereto.
(d) The undersigned had the opportunity to ask questions of, and to receive
answers from, the Company and its representatives, with respect to the Company
and the terms and conditions of this offering. The undersigned and the
undersigned's representatives, if any, have been offered access to the books and
records of the Company. All materials and information requested by the
undersigned and the undersigned's representatives, if any, including any
information requested to verify any information furnished, have been made
available to the undersigned.
(e) The undersigned understands that the Stock has not been registered under the
Act, nor pursuant to the provisions of the securities or other laws of any other
applicable jurisdiction.
(f) The undersigned is making the investment hereunder for the undersigned's own
account and not for the account of others and for investment purposes only and
not with a view to the distribution or resale thereof.
(g) The undersigned acknowledges that the certificates for the Stock which the
undersigned will receive shall contain a legend substantially as follows:
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF EITHER A REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM THE
REGISTRATION PROVISIONS OF THE ACT.
(h) The undersigned represents that the funds provided for this investment are
either separate property of the undersigned, community property over which the
undersigned has the right of control, or are otherwise funds as to which the
undersigned has the sole right of management.
New World Coffee, Inc.
February , 1996
Page 3
(i) The undersigned understands the meaning and legal consequences of the
foregoing representations and warranties. Each such representation and warranty
shall survive the purchase of the Stock by the undersigned.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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(a) The Company has been duly and validly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of Delaware.
The Company has all requisite power and authority to enter into this
Subscription Agreement and to be bound by the provisions and conditions hereof.
(b) All corporate action required to be taken by the Company prior to the
issuance and sale of the Stock has been taken; and the Stock when issued shall
be duly and validly issued.
5. REGISTRATION RIGHTS. The parties acknowledge that simultaneously herewith
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they are entering into a Registration Rights Agreement providing for the
registration of the Stock under the Act under certain circumstances.
6. FURTHER DOCUMENTS. The parties agree to execute any and all such further
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instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.
7. ASSIGNABILITY. This Subscription Agreement is not transferable or assignable
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by the undersigned.
8. INDEMNIFICATION. The undersigned hereby agrees to indemnify and hold harmless
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the Company and its officers, directors, shareholders, employees, agents and
attorneys against any and all losses, claims, demands, liabilities and expenses
incurred by each such person in connection with defending or investigating any
such claims or liabilities, whether or not resulting in any liability to such
person, to which any such indemnified party may become subject under the Act, or
under any other statute, at common law or otherwise, insofar as such losses,
claims, demands, liabilities and expenses (a) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact made by the
undersigned and contained in this Subscription Agreement or (b) arise out of or
are based upon any breach of any representation, warranty or agreement made by
the undersigned herein.
New World Coffee, Inc.
February , 1996
Page 4
9. APPLICABLE LAW. This Subscription Agreement shall be governed by and
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construed in accordance with the internal laws of the State of New York,
applicable to contracts made and to be performed wholly within that state,
without regard to the conflict of law rules thereof.
10. MODIFICATION. This Subscription Agreement may not be amended, modified or
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terminated except by an instrument in writing signed by all parties hereto.
11. COUNTERPARTS. This Subscription Agreement may be executed through the use of
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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.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this day of February, 1996.
Name of Investor:
Social Security or
Tax I.D. No.
ACCEPTED:
NEW WORLD COFFEE, INC.
By: Date:
Name:
Title: