Exhibit 4.1 Subscription Agreement
SUBSCRIPTION
DOCUMENT
Xxxxxxxxx.xxx, Inc.
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Please read all instructions and the terms and conditions of your Private
Placement Memorandum carefully before filling out this application. If you need
assistance, please call Xxxxxxxxx.xxx, Inc. at (000) 000-0000
|_| When application is complete, mail your application and initial
investment to:
Xxxxxxxxx.xxx, Inc.
X/X XXX XXX XXXXXXX XX XXXXX XXXXX, XXX. TRUST ACCOUNT
000 XXXXXXX XXXXXX XXXXX, XXXXX 000
XXXXXXX XXXXX, XX 00000
|X| Make Checks payable to Xxxxxxxxx.xxx, Inc. Escrow / Xxxxx X. Xxxxx Trust
Account
I. ACCOUNT REGISTRATION - Check One
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|_| INDIVIDUAL |_| JOINT REGISTRATION |_| PENSION OR PROFIT |_| CORPORATION, PARTNERSHIP, TRUST,
ACCOUNT SHARING ASSOCIATION OR OTHER ENTITY
|_| Joint Tenant with Right of XXX
|_| Survivorship
|_| Tenants in Common
|_| Tenants by Entirety
|_| Community Property
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Name of APPLICANT, CUSTODIAN, CORPORATION, TRUST or BENEFICIARY
|_| PLEASE PUT A CHECK NEXT TO
M or F ----------------------- THE SOC. SEC. # OR TAX ID. #
Soc. Sec. or Tax ID # RESPONSIBLE FOR TAXES. WE
WILL REPORT THIS NUMBER TO
THE IRS.
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Name of JOINT TENANT or TRUSTEE (IF APPLICABLE)
|-|
M or F ------------- ------------------------
Date of Birth Soc. Sec. or Tax ID #
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Name of ADDITIONAL TRUSTEE (IF APPLICABLE) Date of Trust
Marital Status (PLEASE CHECK ONE) |_| Single |_| Married |_| Separated |_|
Divorced
__________________NUMBER OF SHARES
$________________ INVESTMENT AMOUNT (Number of Shares X $0.03 per Share)
HOME ADDRESS
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Street Address Unit Number
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City State ZIP+4
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Home Phone Number (with Area Code) Business Phone Number (with Area Code)
BUSINESS ADDRESS
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Name of Company
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Street Address Suite Number
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City State ZIP+4
1
II. ALTERNATIVE DISTRIBUTION INFORMATION
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To direct distributions to a party other than the registered owner, complete the
information below.
Name of Firm (Bank or Brokerage):
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Account Name:
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Account Number:
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Address:
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City, State ZIP:
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III. SUBSCRIPTION DOCUMENT
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You as an individual or you on behalf of the subscribing entity are being
asked to complete this Subscription Document so a determination can be made as
to whether or not you (it) are qualified to purchase Shares under applicable
federal and state securities laws.
YOUR ANSWERS TO THE QUESTIONS CONTAINED HEREIN MUST BE TRUE AND CORRECT IN
ALL RESPECTS, AND A FALSE REPRESENTATION BY YOU MAY CONSTITUTE A VIOLATION OF
LAW FOR WHICH A CLAIM FOR DAMAGES MAY BE MADE AGAINST YOU.
Your answers will be kept strictly confidential; however, by signing this
Subscription Document, you will be authorizing the Company to present a
completed copy of this Subscription Document to such parties as they may deem
appropriate in order to make certain that the offer and sale of the Shares will
not result in a violation of the Securities Act of 1933, as amended, or of the
securities laws of any state.
This Subscription Document does not constitute an offer to sell or a
solicitation of an offer to buy Shares or any other security.
ALL QUESTIONS MUST BE ANSWERED. If the appropriate answer is "None" or "Not
Applicable", please state so. Please print or type your answers to all questions
and attach additional sheets if necessary to complete your answers to any item.
Please initial any correction.
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INDIVIDUAL SUBSCRIBERS:
If the Shares subscribed for are to be owned by more than one person, YOU AND
THE OTHER CO-SUBSCRIBER MUST EACH COMPLETE A SEPARATE SUBSCRIPTION DOCUMENT
(EXCEPT IF THE CO-SUBSCRIBER IS YOUR SPOUSE) AND SIGN THE SIGNATURE PAGE ANNEXED
HERETO. IF YOUR SPOUSE IS A CO-SUBSCRIBER, YOU MUST INDICATE THEIR NAME AND
SOCIAL SECURITY NUMBER.
CORPORATIONS, PARTNERSHIPS, PENSION PLANS AND TRUSTS:
The information requested herein relates to the subscribing entity and not to
you personally (unless otherwise determined in the ACCREDITED INVESTOR STATUS
section).
IV. ACCREDITED INVESTOR STATUS
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IF YOU MEET ANY OF THE FOLLOWING TESTS, PLEASE CHECK THE APPROPRIATE
SPACES BELOW.
I. INDIVIDUAL ACCOUNTS
I certify that I am an "accredited investor" because:
A. _______ I had an individual income of more than $200,000 in each of the
two most recent calendar years, and I reasonably expect to have an
individual income in excess of $200,000 in the current calendar year;
or my spouse and I had joint income in excess of $300,000 in each of
the two most recent calendar years, and we reasonably expect to have a
joint income in excess of $300,000 in the current calendar year.
B. _______ I have an individual net worth, or my spouse and I have a joint
net worth, in excess of $1,000,000 (including home and personal
property).
For purposes of this Subscription Document, "individual income" means
"adjusted gross income" as reported for Federal income tax purposes, exclusive
of any income attributable to a spouse or to property owned by a spouse: (i) the
amount of any interest income received which is tax-exempt under Section 103 of
the Internal Revenue Code of 1986, as amended, (the "Code"), (ii) the amount of
losses claimed as a limited partner in a limited partnership (as reported on
Schedule E of form 1040), (iii) any deduction claimed for depletion under
Section 611 et seq. of the Code and (iv) any amount by which income from
long-term capital gains has been reduced in arriving at adjusted gross income
pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it
was in effect prior to enactment of the Tax Reform Act of 1986.
For purposes of this Subscription Document, "joint income" means, "adjusted
gross income," as reported for Federal income tax purposes, including any income
attributable to a spouse or to property owned by a spouse, and increased by the
following amounts: (i) the amount of any interest income received which is
tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended
(the "Code"), (ii) the amount of losses claimed as a limited partner in a
limited partnership (as reported on Schedule E of Form 1040), (iii) any
deduction claimed for depletion under Section 611 et seq. of the Code and (iv)
any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of
the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.
For purposes of this Subscription Document, "joint income" means "adjusted
gross income," as reported for Federal income tax purposes, including any income
attributable to a spouse or to property owned by a spouse, and increased by the
following amounts: (i) the amount of any interest income received which is
tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended
(the "Code"), (ii) the amount of losses claimed as a limited partner in a
limited partnership (as reported on Schedule E of Form 1040), (iii) any
deduction claimed for depletion under Section 611 et seq. of the Code and (iv)
any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of
the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.
For the purposes of the Subscription Document, "net worth" means (except as
otherwise specifically defined) the excess of total assets at fair market value,
including home and personal property, over total liabilities, including
mortgages and income taxes on unrealized appreciation of assets.
II. CORPORATIONS, PARTNERSHIPS, EMPLOYEE BENEFIT PLANS OR IRAS
A. Has the subscribing entity been formed for the specific purpose of
investing in the Shares? |_| YES |_| NO
If your answer to question A is "No" CHECK whichever of the following statements
(1-5) is applicable to the subscribing entity. If your answer to question A is
"Yes" the subscribing entity must be able to certify to statement (B) below in
order to qualify as an "accredited investor".
2
ACCREDITED INVESTOR STATUS - (continued)
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The undersigned entity certifies that it is an "accredited investor"
because it is:
1. _______ an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, provided that the
investment decision is made by a plan fiduciary, as defined in section 3(21)
of such Act, and the plan fiduciary is a bank, savings and loan association,
insurance company or registered investment adviser; OR 2. _______ an
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 that has total assets in excess of
$5,000,000; OR 3. _______ each of its shareholders, partners, or
beneficiaries meets at least one of the following conditions described above
under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the
appropriate space in that section; OR (NOTE: INCOME STATEMENT MUST BE
COMPLETED FOR EACH SHAREHOLDER, PARTNER OR BENEFICIARY) 4. _______ the plan
is a self directed employee benefit plan and the investment decision is made
solely by a person that meets at least one of the conditions described above
under INDIVIDUAL ACCREDITED INVESTOR STATUS; OR (NOTE: INCOME STATEMENT MUST
BE COMPLETED FOR EACH SHAREHOLDER, PARTNER OR BENEFICIARY) 5. _______ a
corporation, a partnership or a Massachusetts or similar business trust with
total assets in excess of $5,000,000.
B. If the answer to Question A above is "Yes", please certify the statement
below is true and correct:
_______ The undersigned entity certifies that it is an accredited
investor because each of its shareholder or beneficiaries meets at least
one of the following conditions described above under INDIVIDUAL
ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in
that section.
XXX.XXXXX ACCOUNTS
A. Has the subscribing entity been formed for the specific purpose of investing
in the Shares? YES |_| NO |_|
If your answer to question A is "No" CHECK whichever of the following statements
(1-3) is applicable to the subscribing entity. If your answer to question A is
"Yes" the subscribing entity must be able to certify to the statement (3) below
in order to qualify as an "accredited investor".
The undersigned trustee certifies that the trust is an "accredited
investor" because:
_______1) the trust has total assets in excess of $5,000,000 and the
investment decision has been made by a "sophisticated person"; OR _______2)
the trustee making the investment decision on its behalf is a bank (as
defined in Section 3(a)(2) of the Act), a saving and loan association or
other institution as defined in Section 3(a)(5)(A) of the Securities Act,
acting in its fiduciary capacity; OR _______3) the undersigned trustee
certifies that the trust is an accredited investor because the grantor(s) of
the trust may revoke the trust at any time and regain title to the trust
assets and has (have) retained sole investment control over the assets of
the trust and the (each) grantor(s) meets at least one of the following
conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS.
Please also CHECK the appropriate space in that section. _______4) the
undersigned trustee certifies that the trust is an accredited investor
because all of the beneficial owners of the trust are accredited investors
(NOTE: FOR EACH GRANTOR AN INCOME STATEMENT MUST BE COMPLETED)
V. INCOME STATEMENT - (Round off to the nearest $5,000)
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Please specify the amount of your: |_| Individual |_| Joint |_| Trust |_| Beneficiary |_| Shareholder |_| Partner
income (defined in page 2: Accredited Investor Status) in calendar years 1998 and 1999 and your projected income for 2000.
1998 $_________________________
1999 $_________________________
2000 $_________________________(projected)
Current occupation (position or title and duties):
Name of Business:
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Name of Employer: Telephone number ( ) -
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Former employment (if current employment is less than five years):
Name of Employer: Position or Title:
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Nature of Duties: Period Employed: to
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VI. INVESTMENT EXPERIENCE
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The following information is to be provided by the individual making the
investment decision or the person acting on behalf of the corporation,
partnership, individual retirement account, employee benefit plan or trust.
1. Business or professional education (school, dates of attendance, degrees):
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2. Details of any training or experience in financial, business or tax matters
not disclosed in Item 1 immediately above:
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3. Please indicate the frequency of your investment in marketable securities:
|_| Often |_| Occasionally |_| Seldom |_| Never
4. Please state the approximate number and total dollar amount of the following
types of investments in which you have participated:
a. restricted (non-traded) stock or notes:
Number ___________________ Amount Invested: $ ___________________
b. private placements of securities sold in reliance upon non-public
offering exemption from registration under the Securities Act of 1933:
Number ___________________ Amount Invested: $ ___________________
5. Please initial the appropriate alternative:
_______ ALTERNATIVE ONE: I have such knowledge and experience in financial and
business matters and in private placement investments in particular that I am
capable of evaluating the merits and risks of an investment in the Shares and do
not desire to use a purchaser representative in connection with evaluating such
merits and risks. I understand, however, that the Company may request that I use
a purchaser representative.
_______ ALTERNATIVE TWO: I intend to use the services of a purchaser
representative(s) in connection with evaluating the merits and risks of an
investment in the securities and hereby appoint such person(s) to act as my
purchaser representative(s) in connection with my proposed purchase of Shares.
(PLEASE CONTACT THE COMPANY FOR FURTHER INSTRUCTIONS.)
Name of Purchaser Representative If Alternative Two chosen:
Telephone number ( ) -
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VII. SIGNATURES
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I AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION
DOCUMENT.
Dated 2000
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Print name of individual subscriber, custodian, corporation, trustee Signature
of individual subscriber, authorized person, trustee exactly as you would like
your certificates issued
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Print name of co-subscriber, authorized person, Signature of co-subscriber,
authorized person, co-trustee if required by trust instrument co-trustee if
required by trust instrument
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INVESTMENT AUTHORIZATION. The undersigned corporation, partnership, benefit plan
or XXX has all requisite authority to acquire the Shares hereby subscribed for
and to enter into the Subscription Document, and further, the undersigned
officer, partner or fiduciary of the subscribing entity has been duly authorized
by all requisite action on the part of such entity to execute these documents on
its behalf. Such authorization has not been revoked and is still in full force
and effect.
Check Box: |_| Yes |_| No |_| Not Applicable
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