INVESTOR SUBSCRIPTION AGREEMENT for
POWERTRADER, INC.
The undersigned, intending to be legally bound, hereby irrevocably subscribes to
purchase from PowerTrader, Inc., a Delaware corporation (the "Company"), the
number of units set forth below, each unit consisting of one share of the
Company's common stock, $0.01 par value ("Share") and one warrant to purchase
one additional Share ("Warrant")(Warrant and Share are collectively referred to
herein as "Unit") for a purchase price of $3.25 per Unit, and/or to purchase
from certain stockholders of the Company, the number of Shares set forth below
(the "Stockholder Shares") for a purchase price of $3.00 per Share. This
Subscription Agreement along with payment payable to the order of "PowerTrader,
Inc. - Special Account" should be returned to: "PowerTrader, Inc., 000 Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, X.X. Xxxxxx X0X 0X0.
If this subscription is accepted by the Company, in whole or in part, the
Company shall deliver to American Stock Transfer and Trust Company (the "Escrow
Agent") the subscription payment to be held for the benefit of the undersigned
in accordance with the terms and conditions of a certain Escrow Agreement.
The undersigned hereby represents and warrants to, and agrees with, the Company
as follows:
a. The undersigned, if a natural person, is a bona fide resident of the
State of __________________.
b. The undersigned, if an entity, is duly authorized to execute this
Agreement which constitutes a binding obligation of the undersigned
enforceable against the undersigned.
c. CALIFORNIA RESIDENTS ONLY: The undersigned has (check at least one):
1) a liquid net worht (which is exclusive of home, home furnishings
and automobile of not less than $250,000 and at least $65,000 in gross
annual income _____; 2) not less than $500,000 in liquid net worth
_____; 3) not less than $1,000,000 in total net worth _____; or 4) not
less than $200,000 in gross annual income _____.
d. The undersigned has received, read carefully and is familiar with this
Agreement and the Prospectus, dated March _____, 1996 (the
"Prospectus"), as it may be supplemented and amended.
e. It has never been represented by any agent of the Company that the
undersigned's investment will be profitable or in any way predictable
based on past performance or experience.
f. The representations, warranties, consents and agreements made by the
undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of Units and/or Stockholder Shares.
g. The undersigned shall indemnify and hold harmless the Company and its
agents, from and against any and all loss, damage or liability due to
or arising out of a breach of any representation or warranty made by
the undersigned and contained herein.
h. The undersigned hereby consents to delivery of prospectuses required
to be delivered in connection with offerings under the Securities Act
of 1933 and annual reports to security holders and proxy or
information statements required to be furnished pursuant to Section 14
of the Securities and Exchange Act of 1934 by e-mail or, if preceded
by e-mail notice, Internet delivery.
Number of Units being purchased:_________
Number of Stockholder Shares being purchased: _________
o Name as it should appear on the certificate:
o As (check one):
|_| Individual |_| Tenants-in-Common |_| Existing Partnership |_| Joint
Tenants |_| Corporation |_| Trust |_| Minor with adult custodian under the
Uniform Gift to Minors Act
o For the person(s) who will be registered stockholder(s):
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Name Telephone E-Mail Address
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Street address Social Security or Taxpayer ID number
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City State Zip Date of Birth
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Signature Date
ACCEPTED BY POWERTRADER, INC.
By:----------------------------------- Date:-----------------------------------
