Exhibit 10.1
SUBSCRIPTION NO.: ____________________________
OFFEREE: ____________________________
WORLD WASTE TECHNOLOGIES, INC.
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SUBSCRIPTION PACKAGE
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$3,000,000 PRINCIPAL AMOUNT OF 10% SENIOR SECURED BRIDGE NOTES
AND
300,000 COMMON STOCK PURCHASE WARRANTS
MINIMUM SUBSCRIPTION: $25,000
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CHADBOURN SECURITIES, INC.
October 7, 2005
SUBSCRIPTION INSTRUCTIONS
(PLEASE READ CAREFULLY)
NO PERSON WILL BE ACCEPTED AS A PURCHASER PRIOR TO THE CLOSING OF THE
OFFERING. THE COMPANY AND THE PLACEMENT AGENT EACH RESERVES THE RIGHT TO REJECT
ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOT TO ANY PROSPECTIVE PURCHASER
FEWER THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH PURCHASER. ANY
REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MUST NOT BE RELIED UPON.
World Waste Technologies, Inc., a California corporation (the "Company"),
is hereby offering (the "Offering") up to $3.0 million aggregate principal
amount of 10% Senior Secured Bridge Notes (the "Notes") and common stock
purchase warrants (the "Warrants") exercisable for an aggregate of up to 300,000
shares of common stock (the "Common Stock"), of the Company at an exercise price
of $0.01 per share. Each subscription must be for a minimum of $25,000 unless
the Company and Chadbourn Securities, Inc., as placement agent (the "Placement
Agent"), in their sole discretion, permit subscriptions for a lesser amount. The
Offering may be increased by up to an additional $3.0 million if the Company
elects to accept over-subscriptions.
I. This Subscription Booklet contains all of the materials necessary for you
to purchase the Notes and Warrants (collectively, the "Securities"). This
material is arranged in the following order:
o Confidential Private Placement Memorandum
o Subscription Agreement
o A. Subscription Package for an INDIVIDUAL investor
o B. Subscription Package for a TRUST investor
o C. Subscription Package for a PARTNERSHIP investor
o D. Subscription Package for a CORPORATE investor
o E. Subscription Package for a RETIREMENT PLAN investor
Each Subscription Package contains:
(1) a Questionnaire designed to enable you to demonstrate that you meet
the minimum legal requirements under Federal and state securities laws to
purchase the Securities; and
(2) a Signature Page for the Questionnaire and the Subscription Agreement
containing representations relating to your subscription.
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II. After reading the Subscription Agreement, please turn to the appropriate
Subscription Package (A, B, C, D, or E) and fill in all applicable
information. You must complete and sign ALL of the documents in the
appropriate section. This includes: (a) the Questionnaire, and (b) the
Signature Page for the Questionnaire and the Subscription Agreement. Once
you have completed the appropriate portions of the Subscription Booklet,
please return the entire Subscription Booklet and any additional required
documents (as described in the Questionnaire) to the Placement Agent at
the address set forth below in Section IV.
III. The Purchase Price may be made by check or by wire transfer as provided
below:
World Waste Technologies, Inc
Account #0000 000 000
Contact: Xxxxx Xxxxx
Chadbourn Securities, Inc.
00000 X. Xx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
(000) 000-0000 x000
Xxxxx Fargo Bank
00000 Xx Xxxx Xxxx., Xxxxxxxxx, XX 00000
ABA (Routing #) 121 000 248
Checks should be made payable to World Waste Technologies, Inc. and
forwarded together with the completed subscription documents to the Placement
Agent.
IV. Send all completed documents together with the requisite payment to the
Placement Agent at the following address:
Chadbourn Securities, Inc.
c/o CMCP
00000 X. XxXxxx Xxxx., Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
V. Questions regarding completion of subscription documents should be
directed to Xxxxx X. Xxxxx at the above address, telephone: 000-000-0000.
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PLEASE PRINT IN INK OR TYPE ALL INFORMATION
FAILURE TO COMPLY WITH THE ABOVE INSTRUCTIONS WILL CONSTITUTE AN INVALID
SUBSCRIPTION, WHICH, IF NOT CORRECTED, WILL RESULT IN THE REJECTION OF YOUR
SUBSCRIPTION REQUEST. EVEN IF CORRECTED, THE DELAY MAY RESULT IN (1) THE
ACCEPTANCE OF PURCHASERS WHOSE SUBSCRIPTION BOOKLETS WERE INITIALLY RECEIVED BY
THE PLACEMENT AGENT AFTER YOURS OR (2) THE OFFERING BEING CLOSED WITHOUT YOUR
SUBSCRIPTION REQUEST BEING CONSIDERED BY THE COMPANY.
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DEFINITIVE
SUBSCRIPTION AGREEMENT
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WORLD WASTE TECHNOLOGIES, INC.
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To: World Waste Technologies, Inc.
This Subscription Agreement is made between World Waste Technologies,
Inc., a California corporation (the "Company"), and the undersigned prospective
purchaser who is subscribing hereby for 10% Senior Secured Bridge Notes (the
"Notes") and common stock purchase warrants (the "Warrants") exercisable for
shares of common stock (the "Common Stock"), of the Company, at an exercise
price of $0.01 per share. This subscription is submitted to you in accordance
with, and subject to, the terms and conditions described in this Subscription
Agreement and the Confidential Private Placement Memorandum, dated October 7,
2005 (the "Memorandum"), and, together with this Subscription Agreement (the
"Disclosure Materials"), provided to the undersigned.
In consideration of the Company's agreement to sell the Notes and Warrants
(collectively, the "Securities"), to the undersigned upon the terms and
conditions summarized in the Memorandum, the undersigned agrees and represents
as follows:
A. SUBSCRIPTION.
(1) The undersigned hereby irrevocably subscribes for, and agrees to
purchase, the aggregate principal amount of Notes indicated on the signature
page hereto at a purchase price equal to 100% of the principal amount thereof.
The undersigned will also receive, for no additional consideration, a warrant to
acquire up to that number of shares of common stock as equals 10% of the
principal amount of notes being purchased. Upon execution and delivery hereof,
the undersigned shall deliver to Chadbourn Securities, Inc. (the "Placement
Agent") in accordance with the terms hereof either a check or evidence that a
wire transfer has been made to it in accordance with this Subscription Agreement
and the instructions hereto, in the full amount of the purchase price of the
Securities for which the undersigned is subscribing or a check in such amount
(the "Payment"). In the event that the undersigned shall elect to deliver the
Payment in the form of a check, such check should have a notation thereon that
such check relates to the World Waste Technologies, Inc. private placement.
(2) The Payment (or, in the case of rejection of a portion of the
undersigned's subscription, the part of the Payment relating to such rejected
portion) will be returned promptly, without interest, if the undersigned's
subscription is rejected in whole or in part. The Company and the Placement
Agent will hold an initial closing of the Offering (the "Initial Closing") at
such time as the Company and the Placement Agent may together determine with no
requirement that a minimum number of Securities be sold thereat, and from time
to time thereafter (each an "Additional Closing"). The Company and the Placement
Agent expect to hold Additional Closings from time to time after the Initial
Closing on the basis described herein. Upon receipt by the Company of the
Payment for Securities to be purchased hereunder by subscribers whose
subscriptions are accepted (each, a "Purchaser") at the Initial Closing or any
Additional Closing (each a "Closing"), the subscriber for the Securities so
purchased will be registered on the note and warrant registers of the Company as
the record owner of the Securities so purchased and the Company shall deliver to
the Purchaser: (i) an executed Security Agreement in the Form included in the
Disclosure Materials, (ii) an executed Note in the form included in the
Disclosure Materials, (iii) an executed Warrant in the form included in the
Disclosure Materials, and (iv) an executed Registration Rights Agreement in the
form included in the Disclosure Materials.
(3) The undersigned xxxxxx agrees to be bound upon the (i) execution and
delivery to the Placement Agent of the signature page to the undersigned's
completed questionnaire submitted by the undersigned (the "Questionnaire") and
this Subscription Agreement and (ii) acceptance on the Closing by the Company of
the undersigned's subscription (the "Subscription").
(4) The undersigned agrees that the Company and the Placement Agent, may,
in their sole and absolute discretion, reduce the undersigned's subscription to
any Notes that does not exceed the principal amount of Notes hereby subscribed
for without any prior notice to, or further consent by, the undersigned. The
undersigned hereby irrevocably constitutes and appoints the Placement Agent, and
each officer of the Placement Agent, with full power of substitution, the true
and lawful agent and attorney-in-fact of the undersigned, with full power and
authority in the undersigned's name, place, and stead, (A) to amend this
Subscription Agreement and the Questionnaire, including in each case the
undersigned's signature page thereto, to effect any of the foregoing provisions
of this Paragraph A(4), and (B) to execute and deliver on behalf of the
undersigned, the Security Agreement and Registration Rights Agreement,
substantially in the respective forms attached as Annexes to the Disclosure
Materials.
B. REGISTRATION RIGHTS; SECUTITY AGREEMENT
At the Closing relating to this Subscription, the Company shall deliver to
the undersigned an executed Registration Rights Agreement and Security Agreement
substantially in the forms included in the Disclosure Materials.
C. REPRESENTATIONS AND WARRANTIES.
The undersigned hereby represents and warrants to, and agrees with, the
Company and the Placement Agent, as follows:
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(1) The undersigned has read the Memorandum and fully understands the
Memorandum and the terms of the Offering (as defined in the instructions
attached hereto). With respect to individual or partnership tax and other
economic considerations involved in this investment, the undersigned is not
relying on the Company or the Placement Agent. The undersigned has carefully
considered and has, to the extent the undersigned believes such discussion
necessary, discussed with the undersigned's professional legal, tax, accounting,
and financial advisors the suitability of an investment in the Securities for
the undersigned's particular tax and financial situation and has determined that
the Securities being subscribed for by the undersigned are a suitable investment
for the undersigned.
(2) The undersigned acknowledges that all documents, records, and books
pertaining to this investment which the undersigned has requested (including,
without limitation, the Disclosure Materials) have been made available for
inspection by the undersigned, the undersigned's attorney, accountant, or
adviser(s).
(3) The undersigned and/or the undersigned's adviser(s) has/have had a
reasonable opportunity to ask questions of, and receive answers from, a person
or persons acting on behalf of the Company concerning the Offering and all such
questions have been answered to the full satisfaction of the undersigned.
(4) The undersigned is not subscribing for Securities 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.
(5) The undersigned: (i) has a pre-existing business relationship with the
Company, the Placement Agent, or one of its respective officers, directors, or
controlling persons; AND (ii) by reason of the undersigned's business or
financial experience or the business or financial experience of the
undersigned's professional advisors who are unaffiliated with, and who are not
compensated by, the Company, the Placement Agent, or any of its respective
affiliates, directly or indirectly, can be reasonably assumed to have the
capacity to protect the undersigned's interests in connection with the
investment in the Securities.
(6) If the undersigned is a natural person, the undersigned has reached
the age of majority in the state in which the undersigned resides, has adequate
means of providing for the undersigned's current financial needs and
contingencies, is able to bear the substantial economic risks of an investment
in the Securities for an indefinite period of time, has no need for liquidity in
such investment, and, at the present time, could afford a complete loss of such
investment.
(7) The undersigned or the undersigned's purchaser representative, as the
case may be, 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 to evaluate the
merits and risks of an investment in the Securities and to make an informed
investment decision with respect thereto.
(8) The undersigned will not sell or otherwise transfer the Securities
without registration under the Securities Act of 1933, as amended (the
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"Securities Act"), or applicable state securities laws or an exemption
therefrom. The Securities have not been registered under the Securities Act or
under the securities laws of any states. The undersigned represents that the
undersigned is purchasing the Securities for the undersigned's own account, for
investment, and not with a view to resale or distribution, except in compliance
with the Securities Act. The undersigned has not offered or sold any portion of
the Securities being acquired nor does the undersigned have any present
intention of selling, distributing, or otherwise disposing of any portion of the
Securities either currently or after the passage of a fixed or determinable
period of time or upon the occurrence or non-occurrence of any predetermined
event or circumstance in violation of the Securities Act. Except as otherwise
provided in the Disclosure Materials, the Company has no obligation to register
the Securities.
(9) The undersigned recognizes that investment in the Securities involves
substantial risks, including loss of the entire amount of such investment.
Further, the undersigned has carefully read and considered the matters set forth
in the Disclosure Materials, and has taken full cognizance of, and understands
all of, the risks related to the purchase of the Securities.
(10) The undersigned acknowledges that the certificates representing the
Securities shall be stamped or otherwise imprinted with a legend substantially
in the following form and that the Company may issue stop transfer instructions
to the transfer agent of such securities:
"THE SECURITIES REPRESENTED HEREBY [AND ISSUABLE UPON THE CONVERSION HEREOF]
HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS
AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF OR ASSIGNED FOR
VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE
BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL
APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN
APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE
CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE HOLDER'S COUNSEL, IN FORM AND
SUBSTANCE ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION
PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT."
(11) The undersigned acknowledges and agrees that it shall not be entitled
to seek any remedies with respect to the Offering from any party other than the
Company and the Placement Agent.
(12) If this Subscription Agreement is executed and delivered on behalf of
a partnership, corporation, trust, or estate: (i) such partnership, corporation,
trust, or estate has the full legal right and power and all authority and
approval required (a) to execute and deliver, or authorize the execution and
delivery of, this Subscription Agreement and all other instruments executed and
delivered by, or on behalf of, such partnership, corporation, trust, or estate
in connection with the purchase of its Securities, (b) to delegate authority
pursuant to a power of attorney, and (c) to purchase and hold such Securities;
(ii) the signature of the party signing on behalf of such partnership,
corporation, trust, or estate is binding upon such partnership, corporation,
trust, or estate; and (iii) such partnership, corporation, or trust has not been
formed for the specific purpose of acquiring such Securities, unless each
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beneficial owner of such entity is qualified as an "accredited investor" within
the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act
("Regulation D") and has submitted information substantiating such individual
qualification.
(13) If the undersigned is a retirement plan or is investing on behalf of
a retirement plan, the undersigned acknowledges that investment in the
Securities poses additional risks, including the inability to use losses
generated by an investment in the Securities to offset taxable income.
(14) The undersigned is an accredited investor, as defined in Rule 501(a)
of Regulation D and under state securities of "blue sky" laws, as indicated in
the applicable Questionnaire attached hereto and hereby made a part hereof.
(15) The undersigned shall indemnify and hold harmless the Company, the
Placement Agent, and each respective officer, director, employee, agent,
representative or control person thereof, who is or may be a party to, or is or
may be threatened to be made a party to, any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of, or arising from, any actual or alleged
misrepresentation or misstatement of facts or omission to represent or state
facts made or alleged to have been made by the undersigned, or omitted or
alleged to have been omitted by the undersigned, concerning the undersigned or
the undersigned's authority to invest or financial position in connection with
the Offering, including, without limitation, any such misrepresentation,
misstatement, or omission contained in the Questionnaire or any other document
submitted by the undersigned, against losses, liabilities, and expenses
(including reasonable attorneys' fees, judgments, fines, and amounts paid in
settlement) actually and reasonably incurred by the Company, the Placement
Agent, and each respective officer, director, employee, agent, representative or
control person thereof, in connection with such action, suit, or proceeding.
The Company represents and warrants to, and agrees with the undersigned,
as follows:
(1) The Company represents and warrants that it is duly organized and
validly exists as a corporation in good standing under the laws of the State of
California.
(2) The Company represents and warrants that all necessary corporate
action has been duly and validly taken by the Company to authorize the
execution, delivery and performance of this Subscription Agreement, the Notes,
the Warrants, the Security Agreement and the Registration Rights Agreement
(together, the "Transaction Documents"). If accepted by and countersigned on
behalf of the Company, this Subscription Agreement has been duly and validly
authorized, executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as the enforceability thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally, (ii) as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and (iii) as
enforceability of any indemnification provision may be limited under the federal
and state securities laws.
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(3) The execution and delivery by the Company of the Transaction
Documents, the performance of the obligations of the Company pursuant to each of
the Transaction documents and the issuance of the Notes and Warrants will not,
as of the date the Offering is consummated, (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement, note,
lease, license, franchise agreement, permit, certificate, contract or other
agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject,
(ii) result in any violation of the provisions of the charter, by laws or
formation documents of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of their properties or assets, (iii) result in the imposition
or creation of (or the obligation to create or impose) any Lien under any
agreement or instrument to which the Company is a party or by which any of the
Company or its properties or assets is bound or (iv) result in the suspension,
termination or revocation of any permit, license, consent, exemption, franchise,
authorization or other approval (each, an "Authorization") the Company or any
other impairment of the rights of the holder of any such Authorization.
(4) In the event the Notes become due as a result of a Qualified
Financing, each holder shall have the right, but not the obligation, to
participate in such Qualified Financing on the same terms as the other
investors, in an amount up to the aggregate principal amount of such holder's
notes. This right will be deemed to be waived by the holder in the event he does
not complete the all paperwork and execute all documentation required by the
Company to be completed and executed within the timeframes established by the
Company in its sole and absolute discretion.
D. UNDERSTANDINGS.
The undersigned understands, acknowledges, and agrees with the Company and
the Placement Agent as follows:
(1) This Subscription may be rejected, in whole or in part, by the Company
and the Placement Agent, in its sole and absolute discretion, at any time before
the relevant Closing, notwithstanding prior receipt by the undersigned of notice
of acceptance of the undersigned's Subscription.
(2) Except as set forth in paragraph D(1) above, the undersigned hereby
acknowledges and agrees that the subscription hereunder is irrevocable by the
undersigned, that, except as may be provided under applicable laws, the
undersigned is not entitled to cancel, terminate, or revoke this Subscription
Agreement or any agreements of the undersigned hereunder and that this
Subscription Agreement and such other agreements shall survive the death or
disability of the undersigned and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the undersigned is more than one
person, the obligations of the undersigned hereunder shall be joint and several
and the agreements, representations, warranties, and acknowledgments herein
contained shall be deemed to be made by, and be binding upon, each such person
and his/her heirs, executors, administrators, successors, legal representatives,
and permitted assigns.
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(3) No federal or state agency has made any finding or determination as to
the accuracy or adequacy of the Disclosure Materials or as to the fairness of
the terms of this Offering for investment nor any recommendation or endorsement
of the Securities.
(4) The Offering is intended to be exempt from registration under the
Securities Act by virtue of Section 4(2) of the Securities Act and the
provisions of Regulation D thereunder, which is in part dependent upon the
truth, completeness, and accuracy of the statements made by the undersigned
herein and in the Questionnaire.
(5) It is understood that in order not to jeopardize the Offering's exempt
status under Section 4(2) of the Securities Act and Regulation D, any transferee
will, at a minimum, be required to fulfill the investor suitability requirements
thereunder.
(6) The Placement Agent will receive compensation in connection with the
Offering, but is not guaranteeing or assuming responsibility for the operation
or possible liability of the Company, including, without limitation, compliance
by the Company with the agreements entered into in connection with the Offering,
and will not supervise or participate in the operation or management of the
Company.
(7) The undersigned acknowledges that the information contained in the
Disclosure Materials is confidential and non-public and agrees that all such
information shall be kept in confidence by the undersigned and neither used by
the undersigned for the undersigned's personal benefit (other than in connection
with this Subscription) nor disclosed to any third party for any reason;
provided, however, that this obligation shall not apply to any such information
that (i) is part of the public knowledge or literature and readily accessible at
the date hereof, (ii) becomes part of the public knowledge or literature and
readily accessible by publication (except as a result of a breach of this
provision), or (iii) is received from third parties (except third parties who
disclose such information in violation of any confidentiality agreements or
obligations, including, without limitation, any Subscription Agreement entered
into with the Company and/or the Placement Agent).
(8) The representations, warranties, and agreements of the undersigned
contained herein and in any other writing delivered in connection with the
transactions contemplated hereby shall be true and correct in all respects on
and as of the date of the Closing as if made on and as of such date and shall
survive the execution and delivery of this Subscription Agreement and the
purchase of the Securities.
(9) Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers, or controlling persons of the Company,
the Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable to such extent.
(10) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
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AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE
DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
(11) THE SECURITIES MAY NOT BE TRANSFERRED, RESOLD, OR OTHERWISE DISPOSED
OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.
(12) SECURITIES LEGENDS:
NASAA UNIFORM LEGEND:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR RESIDENTS OF CALIFORNIA:
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT
RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO
RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.
THE SALE OF THE SECURITIES OFFERED XXXXXX HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE.
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FOR RESIDENTS OF CONNECTICUT:
THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION
AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM
SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE RESOLD OR
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
FOR NEW JERSEY RESIDENTS:
THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING WITH THE
BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE
THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY
OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR NEW YORK RESIDENTS:
NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED BY
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR
SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
FOR RESIDENTS OF ALL STATES:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT IN VARIOUS
STATES TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
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SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OF ADEQUACY OF THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR FOREIGN INVESTORS:
THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED
UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE.
PROSPECTIVE INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT U.S.
PERSONS AND ARE NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT OF A
U.S. PERSON.
E. MISCELLANEOUS.
(1) Capitalized terms used in this Subscription Agreement, if not
otherwise defined herein, shall have the respective meanings attributed to such
terms in the Disclosure Materials. 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.
(2) Except as set forth in Section A(4) herein, no provision of this
Subscription Agreement 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.
(3) Unless otherwise required herein, notices required or permitted to be
given hereunder shall be in writing and shall be deemed to be sufficiently given
when personally delivered or sent by registered mail, return receipt requested,
addressed: (i) if to the Company, at 00000 Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000, Attention: CFO, with a copy to the Placement Agent, or (ii) if
to the undersigned, at the address for correspondence set forth in the
Questionnaire, or at such other address as may have been specified by written
notice given in accordance with this paragraph E(3).
(4) Failure of the Company to exercise any right or remedy under this
Subscription Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, will not operate as a waiver thereof. No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.
10
(5) This Subscription Agreement and the Disclosure Materials shall be
governed by, and enforced and construed in all respects in accordance with, the
laws of the state of California, as such laws are applied by California courts
to agreements entered into, and to be performed in, California by and between
residents of California, and shall be binding upon the undersigned, the
undersigned's heirs, estate, legal representatives, successors, and assigns and
shall inure to the benefit of the Company, its 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 the minimum extent required 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.
(6) 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. EXECUTION OF AGREEMENT BY POWER OF ATTORNEY.
THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS SIGNED THIS
SUBSCRIPTION AGREEMENT ON THE UNDERSIGNED'S OWN BEHALF, AND NOT BY POWER OF
ATTORNEY, OR, IN THE EVENT THAT THIS AGREEMENT HAS BEEN SIGNED ON THE
UNDERSIGNED'S BEHALF BY POWER OF ATTORNEY, THAT THE UNDERSIGNED REPRESENTS THAT
ATTACHED HERETO IS A TRUE AND COMPLETE COPY OF SUCH POWER OF ATTORNEY.
F. SIGNATURE
The signature of this Subscription Agreement is contained as part of the
applicable Subscription Package, entitled "Signature Page".
11
A. WORLD WASTE TECHNOLOGIES, INC.
INDIVIDUAL INVESTOR QUESTIONNAIRE
Investor Name: _________________________________
To: World Waste Technologies, Inc.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned's subscription to purchase the
Securities described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Securities is exempt
from registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned understands that the offering is required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.
IF YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE
SIGNATURE PAGE TO THIS QUESTIONNAIRE.
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF SECURITIES.
|_| Individual
|_| Joint Tenants (rights of survivorship)
|_| Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO YOU.
|_| 1. I have an individual net worth* or joint net worth with my
spouse in excess of $1,000,000.
|_| 2. I have had an individual income* in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
----------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Xxxxx retirement plan, alimony payments, and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
A-1
|_| 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 for the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
|_| 4. I am a resident of the Commonwealth of Massachusetts, and my
investment in the Securities does not exceed 25% of my net
worth or, if I am married, 25% of the combined net worth of my
spouse and me, excluding principal residence and home
furnishings.
|_| 5. I am a director or executive officer of World Waste
Technologies, Inc.
III. OTHER CERTIFICATIONS.
By signing the Signature Page, I certify the following (or, if I am
purchasing Securities with my spouse as co-owner, each of us certifies the
following):
(a) that I am at least 21 years of age;
(b) that my purchase of Securities will be solely for my own account and
not for the account of any other person (other than my spouse, if
co-owner); and
(c) that the name, residence address, and social security or taxpayer
identification number as set forth in this Questionnaire are true,
correct, and complete.
IV. GENERAL INFORMATION.
(a) PURCHASER.
Name:
--------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
--------------------------------------------------------------------------------
A-2
Residence Address:
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
Business Name and Address:
--------------------------------------------------------------------------------
(Name of Business)
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: |_| Residence |_| Business
(b) SPOUSE, IF CO-OWNER.
Name:
--------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
--------------------------------------------------------------------------------
A-3
Residence Address
(if different from Purchaser's):
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number
(if different from
Purchaser's):
-------------------------------------------------------------------
(Area Code) (Number)
Business Name and Address
(if different from
Purchaser's):
-------------------------------------------------------------------
(Business Name)
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number
(if different from
Purchaser's):
-------------------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: |_| Residence |_| Business
A-4
WORLD WASTE TECHNOLOGIES, INC.
INDIVIDUAL SIGNATURE PAGE
Your signature on this Individual Signature Page evidences your
agreement to be bound by the QUESTIONNAIRE and the SUBSCRIPTION AGREEMENT.
The undersigned represents that (a) he/she has read and understands
this Subscription Agreement, (b) the information contained in this Questionnaire
is complete and accurate and (c) he/she will telephone Xxxxx X. Xxxxx at
000-000-0000 immediately if any material change in any of this information
occurs before the acceptance of his/her subscription and will promptly send the
Company written confirmation of such change.
$
-------------------------------------- ------------------------------------
Aggregate principal amount of Notes
applied for Date
------------------------------------
Signature
------------------------------------
Name (Please Type or Print)
------------------------------------
Signature of Spouse if Co-Owner
------------------------------------
Name of Spouse if Co-Owner
(Please Type or Print)
--------------------------------------------------------------------------------
IF YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS
SIGNATURE PAGE.
--------------------------------------------------------------------------------
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
A-5
B. WORLD WASTE TECHNOLOGIES, INC.
TRUST QUESTIONNAIRE
Investor Name: _________________________________
To: World Waste Technologies, Inc.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned TRUST's subscription to purchase the
Securities described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned TRUST understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Securities is exempt
from registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned TRUST understands that the offering is required to be reported to
the Securities and Exchange Commission and to various state securities and "blue
sky" regulators.
NOTE: RETIREMENT PLANS SHOULD COMPLETE THE QUESTIONNAIRE IN SECTION E OF THIS
SUBSCRIPTION PACKAGE.
I. PLEASE CHECK STATEMENTS 1 OR 2 BELOW, AS APPLICABLE.
|_| 1. All of the trustees of the TRUST are residents of Alabama,
Arizona, California, Colorado, Connecticut, Delaware, the
District of Columbia, Florida, Georgia, Hawaii, Idaho,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Pennsylvania,
Ohio, Oklahoma, Oregon, Puerto Rico, Rhode Island, South
Carolina, South Dakota, Tennessee, Texas, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a country
other than the United States of America; and
a. the TRUST has total assets in excess of $5,000,000; AND
b. the TRUST was not formed for the specific purpose of
acquiring the Securities; AND
c. the purchase by the TRUST is directed by a person who
has such knowledge and experience in financial and
business matters that he/she is capable of evaluating
the merits and risks of an investment in the Securities.
|_| 2. The TRUST is a revocable grantor TRUST which the grantor may
revoke at any time without the consent or approval of any
other person; the grantor retains sole investment control over
the assets of the trust; and
B-1
a. the grantor is a natural person whose individual net
worth* or joint net worth with the grantor's spouse
exceeds $1,000,000; or
b. the grantor is a natural person who had an individual
income* in excess of $200,000 in each of the last two
calendar years and who reasonably expects an individual
income in excess of $200,000 in the current calendar
year; or
c. the grantor is a natural person who, together with his
or her spouse, has had a joint income in excess of
$300,000 in each of the last two calendar years and who
reasonably expects a joint income in excess of $300,000
in the current calendar year, and all of the trustees of
the TRUST are residents of Alabama, Arizona, California,
Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
Maryland, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska, Nevada, New
Hampshire, New Jersey, New Mexico, New York, North
Carolina, North Dakota, Ohio, Oklahoma, Oregon,
Pennsylvania, Puerto Rico, Rhode Island, South Carolina,
South Dakota, Tennessee, Texas, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a
country other than the United States of America; or
d. the grantor is a director or executive officer of World
Waste Technologies, Inc.
----------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Xxxxx retirement plan, alimony payments, and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
B-2
IF THE TRUST IS A REVOCABLE GRANTOR TRUST, EACH GRANTOR MUST PHOTOCOPY AND
COMPLETE SECTION II BELOW.
II. FOR REVOCABLE GRANTOR TRUSTS ONLY: PLEASE CHECK ANY OF STATEMENTS 1-5
BELOW THAT APPLY TO THE GRANTOR.
|_| 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
|_| 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
|_| 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
|_| 4. I am a resident of Massachusetts, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
|_| 5. I am a director or executive officer of World Waste
Technologies, Inc.
------------------------------------------ ---------------------------
Print Name of Grantor(s) Signature of Grantor(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the TRUST's purchase of the Securities will be solely for the
TRUST's own account and not for the account of any other person;
(b) that the TRUST's purchase of the Securities is within the investment
powers and authority of the TRUST (as set forth in the declaration
of trust or other governing instrument) and that all necessary
consents, approvals, and authorizations for such purchase have been
obtained and that each person who signs the Signature Page has all
requisite power and authority as trustee to execute this
Questionnaire and the Subscription Agreement on behalf of the TRUST;
B-3
(c) that the TRUST has not been established in connection with either
(i) an employee benefit plan (as defined in Section 3(3) of Employee
Retirement Income Security Act of 1974, as amended ("ERISA")),
whether or not subject to the provisions of Title I of ERISA, or
(ii) a plan described in Section 4975(e) (i) of the Internal Revenue
Code; and
(d) that the TRUST's name, address, place of formation, and taxpayer
identification number as set forth in this Questionnaire are true,
correct, and complete.
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE TRUST).
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
(b) TRUSTEE(S) WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
TRUST.
Name(s) of
Trustee(s):
---------------------------------------------------------
If Grantor Trust, Name(s) of Grantor(s):
----------------------------
B-4
V. ADDITIONAL INFORMATION.
A TRUST MAY BE REQUIRED TO ATTACH A COPY OF THE TRUST AGREEMENT, DECLARATION OF
TRUST, OR OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS
THAT AUTHORIZE THE TRUST TO INVEST IN THE SECURITIES. ALL DOCUMENTATION MUST BE
COMPLETE AND CORRECT.
B-5
WORLD WASTE TECHNOLOGIES, INC.
TRUST SIGNATURE PAGE
Your signature on this TRUST Signature Page evidences the agreement by the
Trustee(s), on behalf of the TRUST, to be bound by the Questionnaire and the
Subscription Agreement.
1. The undersigned trustees represent that (a) the information contained
in this Questionnaire is complete and accurate and (b) the TRUST will telephone
Xxxxx X. Xxxxx at 000-000-0000 immediately if any material change in any of this
information occurs before the acceptance of the TRUST's subscription and will
promptly send the Company written confirmation of such change.
2. The undersigned trustees hereby certify that they have read and
understand this Subscription Agreement.
3. The undersigned trustees hereby represent and warrant that the persons
signing this Subscription Agreement on behalf of the TRUST are duly authorized
to acquire the Securities and sign this Subscription Agreement on behalf of the
TRUST and, further, that the undersigned TRUST has all requisite authority to
purchase the Securities and enter into this Subscription Agreement.
$
-------------------------------------- ------------------------------------
Aggregate principal amount of Notes Date
applied for
Please Type or Print the Exact Legal
Title of Trust as follows; Trustee's ------------------------------------
name, as trustee for [Name of Grantor] Title of Trust
under Agreement [or Declaration] of
Trust dated [Date of Trust Formation]
Name of Name of
Trustee: Trustee:
---------------------------- ----------------------------
(Please Type or Print) (Please Type or Print)
By: By:
--------------------------------- ---------------------------------
(Signature of Trustee) (Signature of Trustee)
B-6
THE SECURITES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
B-7
C. WORLD WASTE TECHNOLOGIES, INC.
PARTNERSHIP QUESTIONNAIRE
Investor Name: _________________________________
To: World Waste Technologies, Inc.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned PARTNERSHIP's subscription to
purchase the Securities described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned PARTNERSHIP understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Securities
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or "blue sky" laws.
Further, the undersigned PARTNERSHIP understands that the offering is required
to be reported to the Securities and Exchange Commission and to various state
securities and "blue sky" regulators.
I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLIES TO THE PARTNERSHIP.
|_| 1. The undersigned PARTNERSHIP: (a) has total assets in excess of
$5,000,000; (b) was not formed for the specific purpose of
acquiring the Securities; and (c) has its principal place of
business in Alabama, Arizona, Colorado, Connecticut, Delaware,
the District of Columbia, Florida, Georgia, Hawaii, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a country
other than the United States of America.
|_| 2. Each of the partners of the undersigned PARTNERSHIP is able to
certify that such partner meets at least one of the following
three conditions:
a. the partner is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000; or
----------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Xxxxx retirement plan, alimony payments, and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
C-1
b. the partner is a natural person whose individual income*
was in excess of $200,000 in each of the last two
calendar years and who reasonably expects an individual
income in excess of $200,000 in the current calendar
year; or
c. the partner is a director or executive officer of World
Waste Technologies, Inc.
|_| 3. Each of the partners of the undersigned PARTNERSHIP is able to
certify that such partner is a natural person who, together
with his or her spouse, has had a joint income in excess of
$300,000 in each of the last two calendar years and who
reasonably expects a joint income in excess of $300,000 in the
current calendar year, and the undersigned PARTNERSHIP has its
principal place of business in Alabama, Arizona, California,
Colorado, Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,
Nevada, New Hampshire, New Jersey, New Mexico, New York, North
Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
Puerto Rico, Rhode Island, South Carolina, South Dakota,
Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
Virginia, Wisconsin, or Wyoming, or a country other than the
United States of America.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER OF THE
UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER A GENERAL OR
LIMITED PARTNER) AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) SUCH PARTNER
QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
INCOME, OR JOINT INCOME), OR EACH PARTNER MUST PHOTOCOPY AND COMPLETE SECTION II
BELOW.
--------------------------------------------------------------------------------
C-2
II. IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH PARTNER
MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH PARTNER
AND SIGN WHERE INDICATED.
|_| 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
|_| 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
|_| 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
|_| 4. I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
|_| 5. I am a director or executive officer of World Waste
Technologies, Inc.
--------------------------------- ---------------------------
Print Name of Partner(s) Signature of Partner(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the PARTNERSHIP's purchase of the Securities will be solely for
the PARTNERSHIP's own account and not for the account of any other
person; and
(b) that the PARTNERSHIP's name, address of principal place of business,
place of formation, and taxpayer identification number as set forth
in this Questionnaire are true, correct, and complete.
C-3
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE PARTNERSHIP)
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
(b) THE PERSON WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
PARTNERSHIP
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL PARTNERS WHOSE
SIGNATURES MUST APPEAR ON THE SIGNATURE PAGE TO THIS QUESTIONNAIRE
Name(s) of Individual Partners:
-------------------------------------------------
C-4
WORLD WASTE TECHNOLOGIES, INC.
PARTNERSHIP SIGNATURE PAGE
Your signature on this Partnership Signature Page evidences the agreement
by the PARTNERSHIP to be bound by the Questionnaire and the Subscription
Agreement.
1. The undersigned PARTNERSHIP hereby represents that (a) the information
contained in this Questionnaire is complete and accurate and (b) the PARTNERSHIP
will notify Xxxxx X. Xxxxx at 000-000-0000 immediately if any material change in
any of this information occurs before the acceptance of the undersigned
PARTNERSHIP's subscription and will promptly send the Company written
confirmation of such change.
2. The undersigned PARTNERSHIP hereby certifies that it has read and
understands this Subscription Agreement.
3. The undersigned PARTNERSHIP hereby represents and warrants that the
person signing this Subscription Agreement on behalf of the PARTNERSHIP is a
general partner of the PARTNERSHIP, has been duly authorized by the PARTNERSHIP
to acquire the Securities and sign this Subscription Agreement on behalf of the
PARTNERSHIP, and, further, that the undersigned PARTNERSHIP has all requisite
authority to purchase the Securities and enter into this Subscription Agreement.
$
-------------------------------------- ------------------------------------
Aggregate principal amount of Notes Date
applied for
------------------------------------
Name of Partnership
(Please Type or Print)
By:
---------------------------------------
(Signature)
Name:
-------------------------------
(Please Type or Print)
Title:
------------------------------
C-5
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
C-6
D. WORLD WASTE TECHNOLOGIES, INC.
CORPORATION QUESTIONNAIRE
Investor Name: _________________________________
To: World Waste Technologies, Inc.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned CORPORATION'S subscription to
purchase the Securities described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned CORPORATION understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Securities
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or "blue sky" laws.
Further, the undersigned CORPORATION understands that the offering is required
to be reported to the Securities and Exchange Commission and to various state
securities and "blue sky" regulators.
I. PLEASE CHECK ANY OF STATEMENTS 1-5 BELOW THAT APPLIES TO THE CORPORATION.
|_| 1. The undersigned CORPORATION: (a) has total assets in excess of
$5,000,000; (b) was not formed for the specific purpose of
acquiring any Securities; and (c) has its principal place of
business in Alabama, Arizona, Colorado, Connecticut, Delaware,
the District of Columbia, Florida, Georgia, Hawaii, Idaho,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a country
other than the United States of America.
|_| 2. The undersigned CORPORATION: (a) has total assets in excess of
$14,000,000; (b) was not formed for the specific purpose of
acquiring any Securities; and (c) has its principal place of
business in California.
D-1
|_| 3. Each of the stockholders of the undersigned CORPORATION is
able to certify that such stockholder meets at least one of
the following two conditions:
a. the stockholder is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000; or
b. the stockholder is a natural person who had an
individual income* in excess of $200,000 in each of the
last two calendar years and who reasonably expects an
individual income in excess of $200,000 in the current
calendar year.
|_| 4. Each of the stockholders of the undersigned CORPORATION is
able to certify that such stockholder is a natural person who,
together with his or her spouse, has had a joint income in
excess of $300,000 in each of the last two calendar years and
who reasonably expects a joint income in excess of $300,000 in
the current calendar year, and the undersigned CORPORATION has
its principal place of business in Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
|_| 5. The undersigned CORPORATION is:
a. a bank as defined in Section 3(a)(2) of the Securities
Act; or
b. a savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Securities Act
whether acting in its individual or fiduciary capacity;
or
c. a broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934, as amended; or
d. an insurance company as defined in Section 2(13) of the
Securities Act; or
e. an investment company registered under the Investment
Company Act of 1940, as amended, or a business
development company as defined in Section 2(a)(48) of
the Investment Company Act of 1940, as amended; or
----------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Xxxxx retirement plan, alimony payments, and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
D-2
f. 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, as
amended; or
g. a private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of
1940, as amended.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 3 OR STATEMENT 4 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED
CORPORATION LISTING THE NAME OF EACH STOCKHOLDER AND THE REASON (UNDER STATEMENT
3 OR STATEMENT 4) WHY SUCH STOCKHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON
THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR JOINT INCOME) OR EACH STOCKHOLDER
MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------
II. IF YOU CHECKED STATEMENT 3 OR STATEMENT 4 IN I ABOVE, EACH STOCKHOLDER
MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
STOCKHOLDER AND SIGN BELOW WHERE INDICATED.
|_| 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
|_| 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
|_| 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
D-3
|_| 4. I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
|_| 5. I am a director or executive officer of World Waste
Technologies, Inc.
------------------------------------------ ------------------------------
Print Name of Securityholder(s) Signature of Securityholder(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the CORPORATION's purchase of Securities will be solely for the
CORPORATION's own account and not for the account of any other
person or entity; and
(b) that the CORPORATION's name, address of principal place of business,
place of incorporation, and taxpayer identification number as set
forth in this Questionnaire are true, correct, and complete.
D-4
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE CORPORATION)
Name:
---------------------------------------------------------------------------
Principal Place of Business:
----------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
---------------------------------------------------------------
(Area Code) (Number)
State of Incorporation:
---------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
Number of Stockholders:
---------------------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL STOCKHOLDERS
WHOSE SIGNATURES MUST APPEAR ON THE SIGNATURE PAGE TO THIS
QUESTIONNAIRE
Name(s) of Securityholders:
-----------------------------------------------------
D-5
WORLD WASTE TECHNOLOGIES, INC.
CORPORATION SIGNATURE PAGE
Your signature on this Corporation Signature Page evidences the agreement
by the CORPORATION to be bound by the Questionnaire and the Subscription
Agreement.
1. The undersigned CORPORATION hereby represents that (a) the information
contained in this Questionnaire is complete and accurate and (b) the CORPORATION
will notify Xxxxx X. Xxxxx at 000-000-0000 immediately if any material change in
any of the information occurs prior to the acceptance of the undersigned
CORPORATION's subscription and will promptly send the Company written
confirmation of such change.
2. The undersigned CORPORATION hereby certifies that it has read and
understands this Subscription Agreement.
3. The undersigned CORPORATION hereby represents and warrants that the
person signing this Subscription Agreement on behalf of the CORPORATION has been
duly authorized by all requisite action on the part of the CORPORATION to
acquire the Securities and sign this Subscription Agreement on behalf of the
CORPORATION and, further, that the undersigned CORPORATION has all requisite
authority to purchase the Securities and enter into this Subscription Agreement.
$
-------------------------------------- ------------------------------------
Aggregate principal amount of Notes Date
applied for
------------------------------------
Name of Corporation
(Please Type or Print)
By:
---------------------------------
(Signature)
Name:
-------------------------------
(Please Type or Print)
Title:
------------------------------
(Please Type or Print)
D-6
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
D-7
E. WORLD WASTE TECHNOLOGIES, INC.
RETIREMENT PLAN QUESTIONNAIRE
Investor Name: _________________________________
To: World Waste Technologies, Inc.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned RETIREMENT PLAN's subscription to
purchase the Securities described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned RETIREMENT PLAN understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Securities
is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or "blue sky" laws.
Further, the undersigned RETIREMENT PLAN understands that the offering is
required to be reported to the Securities and Exchange Commission and to various
state securities or "blue sky" regulators.
I. PLEASE CHECK ANY OF THE FOLLOWING STATEMENTS, AS APPLICABLE.
|_| 1. The undersigned RETIREMENT PLAN certifies that it is a Xxxxx
plan or Individual Retirement Account in which each
participant satisfies at least one of the following
conditions:
a. such person's individual net worth* or joint net worth
with his or her spouse exceeds $1,000,000; or
b. such person had an individual income* in excess of
$200,000 in each of the last two calendar years and
reasonably expects an individual income in excess of
$200,000 in the current calendar year; or
----------
* For purposes of this Questionnaire, the term "net worth" means the excess
of total assets over total liabilities. In determining income, an Investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to
IRA or Xxxxx retirement plan, alimony payments, and any amount by which
income from long-term capital gains has been reduced in arriving at
adjusted gross income.
F-1
c. such person, together with his or her spouse, had a
joint income in excess of $300,000 in each of the last
two calendar years and reasonably expects a joint income
in excess of $300,000 in the current calendar year and
is a resident of Alabama, Arizona, Colorado,
Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, Montana,
Nebraska, Nevada, New Hampshire, New Mexico, New York,
North Carolina, North Dakota, Ohio, Oklahoma, Oregon,
Pennsylvania, Puerto, Rico, Rhode Island, South
Carolina, South Dakota, Tennessee, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a
country other than the United States of America.
2. The undersigned RETIREMENT PLAN certifies that it is an
employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
and:
|_| a. The undersigned RETIREMENT PLAN is self-directed, with
investment decisions made solely by persons that are NOT
residents of Alaska, Arkansas, California, Maryland, New
Jersey, Texas, or Utah, AND each such person directing
his account and for whom the investment is being made
satisfies at least one of the following conditions:
(1) such person's individual net worth or joint net
worth with his or her spouse exceeds $1,000,000;
or
(2) such person had an individual income in excess of
$200,000 in each of the last two calendar years
and reasonably expects an individual income in
excess of $200,000 in the current calendar year;
or
(3) such person together with his or her spouse, had a
joint income in excess of $300,000 in each of the
last two calendar years and reasonably expects a
joint income in excess of $300,000 in the current
calendar year and is a resident of Alabama,
Arizona, Colorado, Connecticut, Delaware, the
District of Columbia, Florida, Georgia, Hawaii,
Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana,
Nebraska, Nevada, New Hampshire, New Mexico, New
York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode
Island, South Carolina, South Dakota, Tennessee,
Vermont, Virginia, Washington, West Virginia,
Wisconsin, or Wyoming, or a country other than the
United States of America.
(4) such person is a director or executive officer of
World Waste Technologies, Inc.
F-2
|_| b. The undersigned RETIREMENT PLAN has total assets in
excess of $5,000,000 and such Plan is not maintained in
Alaska, California, or New Jersey; or
|_| c. The investment decisions are made by a plan fiduciary as
defined in Section 3(21) of ERISA that (1) is either a
bank, insurance company, or registered investment
adviser or (2) is located in jurisdictions OTHER THAN
Alaska, Arkansas, California, New Jersey, or Texas AND
is a savings and loan association.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(a) IN SECTION I ABOVE, EACH RETIREMENT
PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING MADE MUST PHOTOCOPY
AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------
II. IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(A) IN SECTION I ABOVE, EACH
RETIREMENT PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING MADE
MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
PARTICIPANT.
|_| 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
|_| 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
|_| 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
Colorado, Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada,
New Hampshire, New Mexico, New York, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico,
Rhode Island, South Carolina, South Dakota, Tennessee,
Vermont, Virginia, Washington, West Virginia, Wisconsin, or
Wyoming, or a country other than the United States of America.
F-3
|_| 4. I am a Massachusetts resident, and my investment in the
Securities does not exceed 25% of my net worth or, if I am
married, 25% of the combined net worth of my spouse and me,
excluding principal residence and home furnishings.
|_| 5. I am a director or executive officer of World Waste
Technologies, Inc.
------------------------------------------ ---------------------------
Print Name of Participant Signature of Participant
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the RETIREMENT PLAN's purchase of Securities will be solely for
the RETIREMENT PLAN's own account and not for the account of any
other person or entity;
(b) that the RETIREMENT PLAN's governing documents duly authorize the
type of investment contemplated herein, and the undersigned is
authorized and empowered to make such investment on behalf of the
RETIREMENT PLAN; and
(c) that the RETIREMENT PLAN's name, address, place of formation, and
taxpayer identification number as set forth in this Questionnaire
are true, correct, and complete.
F-4
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE RETIREMENT PLAN).
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
RETIREMENT PLAN (TRUSTEE FOR AN EMPLOYEE BENEFIT PLAN; CUSTODIAN FOR
AN IRA OR XXXXX).
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
F-5
V. ADDITIONAL INFORMATION.
--------------------------------------------------------------------------------
THE RETIREMENT PLAN MAY BE REQUIRED TO ATTACH COPIES OF ALL DOCUMENTS GOVERNING
THE PLAN AS WELL AS ALL OTHER DOCUMENTS AUTHORIZING THE RETIREMENT PLAN TO
INVEST IN THE SECURITIES. INCLUDE, AS NECESSARY, THE TRUST AGREEMENT AND
DOCUMENTS DEFINING PERMITTED INVESTMENTS BY THE RETIREMENT PLAN AND
DEMONSTRATING AUTHORITY OF THE SIGNING INDIVIDUAL TO ACT ON BEHALF OF THE PLAN.
ALL DOCUMENTATION MUST BE COMPLETE AND CORRECT.
--------------------------------------------------------------------------------
F-6
WORLD WASTE TECHNOLOGIES, INC.
RETIREMENT PLAN SIGNATURE PAGE
Your signature on this RETIREMENT PLAN Signature Page evidences the
agreement by the RETIREMENT PLAN to be bound by the Questionnaire and the
Subscription Agreement.
1. The undersigned RETIREMENT PLAN hereby represents that (a) the
information contained in this Questionnaire is complete and accurate and (b) the
RETIREMENT PLAN will notify Xxxxx X. Xxxxx at 000-000-0000 immediately if any
material change in any of the information occurs prior to the acceptance of the
undersigned RETIREMENT PLAN's subscription and will promptly send the Company
written confirmation of such change.
2. The undersigned RETIREMENT PLAN hereby certifies that it has read and
understands this Subscription Agreement.
3. The undersigned RETIREMENT PLAN hereby represents and warrants that the
person signing this Subscription Agreement on behalf of the RETIREMENT PLAN has
been duly authorized to acquire the Securities and sign this Subscription
Agreement on behalf of the RETIREMENT PLAN and, further, that the undersigned
RETIREMENT PLAN has all requisite authority to purchase the Securities and enter
into this Subscription Agreement.
$
-------------------------------------- ------------------------------------
Aggregate principal amount of Notes Date
applied for
------------------------------------
Name of Retirement Plan
(Please Type or Print)
By:
---------------------------------
(Signature)
Name:
-------------------------------
(Please Type or Print)
Title:
------------------------------
(Please Type or Print)
F-7
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
F-8
