10.3 Form of Subscription Agreement
SUBSCRIPTION AGREEMENT
Wine Purveyors International, Inc.
In order to purchase shares of common stock, $0.001 par value per share ("Common
Stock"), of Wine Purveyors International, Inc. (the "Company"), as described in
the Company's Prospectus dated ______________, 2004, each subscriber must
complete, execute and return this Subscription Agreement, together with payment
in full, by check payable to ▇▇▇▇▇▇▇▇ Ram Dariyanani (escrow agent) fbo Wine
Purveyors International, Inc., for the shares purchased, to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
1. Subscription
The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase
from the Company, subject to the terms and conditions set forth in the
Prospectus, a copy of which Subscriber acknowledges having received, ___________
shares (the "Shares") of Common Stock, at a price of $_.__ per Share or
$____________ in the aggregate (the "Subscription Price").
2. Payment
The Subscription Price must accompany this Subscription Agreement and shall be
paid in United States currency either by bank draft or cashier's check payable
to ▇▇▇▇▇▇▇▇ Ram Dariyanani (escrow agent) fbo Wine Purveyors International,
Inc., or by wire transfer of immediately available funds. If you are paying by
wire transfer, check one of the following:
[ ] Payment has been wired previously
[ ] Please deduct payment from my account ________________ and wire as
follows:
Please send my Shares through DTC to DTC # ________ for credit to
A/C _________________.
3. Subscription Information
Shares are to be registered as indicated below. (Please type or print.)
Social Security or Federal Tax I.D. Number
Name(s)
Telephone Number ( )
Street Address
City, State, Zip Code
Ownership: [ ] Individual [ ] Marital Property [ ] Joint Tenants with Right of Survivorship
[ ] Tenants in Common [ ] Corporation [ ] Partnership
[ ] Trust [ ] ▇▇▇/Qualified Plan [ ] Limited Liability Company
[ ] Other
If Shares are to be registered jointly, all owners must sign. For IRAs/Qualified
Plans, the trustee must sign. Any registration in the names of two or more
co-owners will, unless otherwise specified, be as joint tenants with rights of
survivorship and not as tenants in common. Each Subscriber certifies that
he/she/it has full capacity to enter into this Agreement. This subscription is
subject to acceptance by the Company and will not be accepted unless accompanied
by payment in full.
4. Special State Law Considerations
In order to comply with the applicable securities laws of certain states, the
Shares of Common Stock that are described in the Prospectus may not be offered
or sold unless they have been registered or qualified for sale in such states or
an exemption from such registration or qualification requirement is available
and with which we have complied. As of the date of the Prospectus, the Company
had not determined specifically in what other states it will offer or sell such
Shares and whether those states will require registration or qualification. If
you are not located in one of the states listed above, please be sure to consult
with the Company to ensure the legality of your desired purchase.
5. Miscellaneous
(a) Subscriber represents and warrants that Subscriber is not in the class of
persons to which sales would be prohibited under Rule 2110 of the NASD Conduct
Rules and the corresponding interpretative material, IM-2110-1.
(b) All pronouns and any variations thereof used herein shall be deemed to refer
to the masculine, feminine, impersonal, singular or plural, as the identity of
the person or persons may require.
(c) This Subscription Agreement constitutes the legal, valid and binding
obligation of the undersigned enforceable in accordance with its terms. This
Subscription Agreement shall be enforced, governed and construed in all respects
in accordance with the laws of the State of Nevada, as such laws are applied by
Nevada courts to agreements entered into and to be performed in Nevada and
between residents of Nevada, and shall be binding upon the Subscriber, the
Subscriber's heirs, estate, legal representatives, successors and assigns. If
any provision of this Subscription Agreement is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof that
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.
2
(d) This Subscription Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by both parties hereto.
(e) Except as set forth herein, neither this Subscription Agreement nor any
provision hereof shall be waived, modified, changed, discharged, terminated,
revoked or canceled except by an instrument in writing signed by the party
effecting the same against whom any change, discharge or termination is sought.
(f) The Offering may be withdrawn at any time prior to the issuance of shares of
Common Stock offered as described in the Prospectus to prospective Subscribers.
Further, in connection with the offer and sale of such shares, the Company
reserves the right, in its sole discretion, to reject any subscription in whole
or in part or to allot to any prospective subscriber fewer than the shares of
Common Stock applied for by such subscriber. Such shares are offered by the
Company subject to prior sale, acceptance of an offer to purchase, withdrawal,
cancellation or modification of the offer, without notice.
(g) This Subscription Agreement does not constitute an offer to sell or a
solicitation of any offer to buy any securities offered hereby by anyone in any
jurisdiction in which such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
Signatures
Individuals (All proposed record holders must sign.)
Dated:
(Signature) (Signature)
(Print or Type Name) (Print or Type Name)
Corporations, Partnerships, Trusts and IRAS/Qualified Plans (Certificate of
Signatory must be completed.)
Dated:
(Print or Type Name of Entity)
By:
(Signature of Authorized Representative)
3
CERTIFICATE OF SIGNATORY
I, _______________________________, am the _____________________________
(Print or Type Name of (Print or Type Title or Position)
Authorized Representative)
of _________________________________________________________________ ("Entity").
(Print or Type Name of Subscribing Entity)
I certify that I am fully authorized and empowered by the Entity to execute this
Subscription Agreement and to purchase Common Stock, and that this Subscription
Agreement has been duly executed by me on behalf of the Entity and constitutes a
valid and binding obligation of the Entity in accordance with its terms.
(Signature of Authorized Representative)
Acceptance
Subscription [ ] accepted [ ] rejected as of _________________________
Wine Purveyors International, Inc.
By:
(Signature of Authorized Officer)
Date:
4
Accredited Investor Addendum to
Subscription Agreement
This Addendum is entered into by the undersigned in conjunction with that
certain subscription agreement for the purchase of shares of common stock of
Wine Purveyors International Inc., a Nevada corporation (the "Company"), in the
Company's public offering of common stock registered pursuant to that certain
Registration Statement on Form SB-2, as amended.
The undersigned hereby represents and warrants that the undersigned is an
"accredited investor," as defined by Rule 501(a) of Regulation D under the
Securities Act of 1933, and acknowledges and understands that the Company's
public offering of common stock is being sold in New Jersey and Pennsylvania
only to "accredited investors." The undersigned represents that the undersigned
is an accredited investor based upon one of the following grounds (please check
one):
o (1) Private business development company as defined in Section 202(a)(22) of
the Investment Advisors Act of 1940; or
o (2) 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 securities offered, with total assets
in excess of Five Million Dollars ($5,000,000); or
o (3) Director or executive officer of the Company; or
o (4) Natural person whose individual net worth, or joint net worth with that
person's spouse, exceeds One Million Dollars ($1,000,000); or
o (5) Natural person who has an individual income in excess of Two Hundred
Thousand Dollars ($200,000) in each of the two (2) most recent years and has a
reasonable expectation of reaching the same income level in the current year; or
o (6) Natural person who has a joint income with that person's spouse in excess
of Three Hundred Thousand Dollars ($300,000) in each of the two (2) most recent
years and has a reasonable expectation of reaching the same income level in the
current year; or
o (7) Trust, with total assets in excess of Five Million Dollars ($5,000,000),
not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as defined by Rule 506(b)(2)(ii)
of the Securities Act; or
o (8)Entity in which all of the equity owners are accredited investors.
The undersigned understands that the Company is relying on the undersigned with
respect to the accuracy of this representation and understands the significance
of the undersigned's representation to the Company that the undersigned is an
accredited investor. In addition, the undersigned agrees to notify the Company
of any material changes affecting accredited investor status prior to the
closing of any purchase made.
---------------------------------------
(Name of Accredited Investor)
By:
(Print Name)
Its:
(Title)
(Signature)
