Exhibit 4.1
PARADIGM ADVANCED TECHNOLOGIES, INC.
SUBSCRIPTION AGREEMENT
Paradigm Advanced Technologies, Inc.
0 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Xxx.: Xx. Xxxxx Xxxxxxx, President
Gentlemen:
1. Application. The undersigned, intending to be legally bound,
hereby subscribes for shares (the "Shares") of Common Stock (the "Common
Stock") of Paradigm Advanced Technologies, Inc., a Delaware corporation (the
"Company"), at a purchase price of $ ( ) per Share. In addition
to the shares the undersigned shall also receive warrants to purchase 1 common
share of Common Stock of the Company for every share acquired in terms of this
Agreement at a purchase price of $ ( ) per Share. These
warrants shall terminate on , .
2. Representations and Warranties of the Subscriber. The
undersigned represents and warrants to the Company as follows:
(a) The undersigned, in making the decision to purchase the
Shares subscribed for, has relied upon independent investigations made by
him and his representatives, if any, and the undersigned and/or his
advisors have had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Shares.
(b) The undersigned has been supplied with or has sufficient
access to all information, including financial statements and other
financial information of the Company, and has been afforded an opportunity
to ask questions of and receive answers from an officer of the Company
concerning information to which a reasonable investor would attach
significance in making investment decisions, so that as a reasonable
investor the undersigned has been able to make the undersigned's decision
to purchase the Shares.
(c) The undersigned is not subscribing for the Shares as a
result of or subsequent to any advertisement article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting,
or any solicitation of a subscription by a person not previously known to
the undersigned in connection with investments in securities generally.
(d) The undersigned is able to bear the substantial economic
risks of an investment in the Shares for an indefinite period of time, has
no need for liquidity in such
investment, has made commitments to investments that are not readily
marketable which are reasonable in relation to the undersigned's net worth
and, at the present time, could afford a complete loss of such investment.
(e) The undersigned has such knowledge and experience in
financial, tax and business matters so as to enable the undersigned to
utilize the information made available to the undersigned in connection
with the offering of the Shares to evaluate the merits and risks of an
investment in the Shares and to make an informed investment decision with
respect thereto.
(f) The undersigned acknowledges that the purchase of the Shares
involves a high degree of risk and further acknowledges that he can bear
the economic risk of the purchase of the Shares, including the total loss
of his investment. The undersigned is not relying on the Company with
respect to the tax and other economic considerations of an investment in
the Shares, and the undersigned has relied on the advice of, or has
consulted with, only the undersigned's own advisor(s).
(g) The undersigned has full right and power to perform pursuant
to this Subscription Agreement and make an investment in the Company.
(h) The undersigned will not sell or otherwise transfer the
Shares without registration under the Securities Act of 1933, as amended
(the "Securities Act"), or an exemption therefrom and fully understands
that the Shares have not been registered under the Securities Act or under
the certain state securities laws and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless the securities are
subsequently registered under the Securities Act and under the applicable
state securities laws unless an exemption from such registration is
available in the opinion of counsel for the holder, which counsel and
opinion are reasonably satisfactory to counsel for the Company. The
undersigned is purchasing the Shares for the undersigned's own account, for
investment purposes only and not with a view to resale or distribution
except in compliance with the Securities Act. The undersigned is aware that
an exemption from the registration requirements of the Securities Act
pursuant to Rule 144 promulgated thereunder is not presently available;
that the Company has no obligation to make available an exemption from the
registration requirements pursuant to such Rule 144; and that even if an
exemption under Rule 144 were available, Rule 144 permits only routine
sales of securities in limited amounts in accordance with the terms and
conditions of such Rule 144.
(i) The undersigned agrees to the placement of a legend on the
Shares and on any certificate or other document evidencing the Shares
stating that they have not been registered under the Securities Act (and a
stop transfer order may be placed with respect thereto).
(j) The undersigned understands that the Shares is being offered
and sold to him in reliance on specific exemptions from the registration
requirements of federal and state securities laws and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the
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undersigned set forth herein in order to determine the applicability of
such exemptions and the suitability of the undersigned to acquire the
Shares. The representations, warranties and agreements contained herein are
true and correct as of the date hereof and may be relied upon by the
Company, and the undersigned will notify the Company immediately of any
adverse change in any such representations and warranties which may occur
prior to the acceptance of the subscription and will promptly send the
Company written confirmation thereof. The representations, warranties and
agreements of the undersigned contained herein shall survive the execution
and delivery of this Subscription Agreement and the purchase of the Shares.
3. Accredited Investor Status. The undersigned further represents and
warrants as indicated below by the undersigned's initials:
(a) ____ I certify that I am an accredited investor because
I have had individual income (exclusive of any income earned by my
spouse) of more than $200,000 in each of the most recent two years and
I reasonably expect to have an individual income in excess of $200,000
for the current year.
(b) ____ I certify that I am an accredited investor because
I have had joint income with my spouse in excess of $300,000 in each
of the two most recent years and I reasonably expect to have joint
income with my spouse in excess of $300,000 for the current year.
(c) ____ I certify that I am an accredited investor because
I have an individual net worth, or my spouse and I have a joint net
worth, in excess of $1,000,000.
4. Miscellaneous.
(a) This Subscription Agreement shall survive the death or
disability of the undersigned and shall be binding upon the undersigned's
heirs, executors, administrators, successors and permitted assigns.
(b) This Subscription Agreement has been duly and validly
authorized, executed and delivered by the undersigned and constitutes the
valid, binding and enforceable agreement of the undersigned. If this
Subscription Agreement is being completed on behalf of a corporation,
partnership or trust, it has been completed and executed by an authorized
corporate officer, general partner or trustee.
(c) This Subscription Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and together supersede all prior
discussions or agreements in respect thereof.
(d) Within five (5) days after receipt of a written request from
the Company, the undersigned agrees to provide such information, to execute
and deliver such documents and to take, or forbear from taking, such
actions or provide such further
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assurances as reasonably may be necessary to correct any errors in
documentation, to comply with any and all laws to which the Company is
subject.
(e) The Company shall be notified immediately of any change in
any of the information contained above occurring prior to the undersigned's
purchase of the Shares or at any time thereafter for so long as the
undersigned is a holder of the Shares.
(f) This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute a single document.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned has executed this Revised
Subscription Agreement as of day of , 2000.
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Name
Social Security
or Taxpayer
Identification No.
-----------------
U.S. Citizen
Yes No
--- ---
Business Address:
-----------------------------------
Xxxxxx
-----------------------------------
Xxxx Xxxxx Zip Code
Mailing Address (if different
from Residence or Business
Address):
-----------------------------------
Street
-----------------------------------
City State Zip Code
ACCEPTED AND AGREED TO:
PARADIGM ADVANCED TECHNOLOGIES, INC.
By:
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Name:
--------------------
Title:
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Date:
---------------,2000
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