Subscription Agreement Decontaminate Inc
Please carefully read all instructions and the terms and
conditions of our Regulation A Offering Circular dated,
September 1, 2020, as filed with the Securities and Exchange
Commission (the ?SEC?). The Regulation A (as amended or the ?Reg
A?), was filed and is pending approval from the SEC. The
Subscription Agreement must be completed and signed before this
subscription for equity is considered. Capitalized terms used
and not otherwise defined herein shall have the meanings set
forth in the Reg A Offering Circular. If you need assistance,
please call your advisors or call us.
Minimum Investment
$1.00 per share of common stock
$20,000 or 20,000 shares
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 federal and state securities laws.
When the Subscription Agreement is complete, the company will
plan to pick up the check and subscription agreement or you may
use our account with Federal Express using account number 2522
70116 and send to:
Decontaminate Inc
000 X Xxxxxx Xxxxx Xxxxx 000
Xxxxx, Xxxxxxx 00000
(000) 000-0000
Make checks payable to:
?Decontaminate Inc?
Or wire to:
Account Name: Decontaminate Inc
Bank Name: Xxxxx Fargo Bank
Bank Address: 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000
Routing Number: 000000000
For Credit to TD Ameritrade clearing
Account Number: 4123214561
For the Benefit of Decontaminate Inc
Account number 277240835
000 X Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Covenants and Certifications
I certify that the information contained herein is true and
correct in all material respects and may be relied on by the
Company.
Under penalties of perjury, I certify that: (i) my taxpayer
identification number, address, email address, phone number and
date of birth shown in this Subscription Agreement is correct
and;
A. Review of Information. I have been furnished with and have
carefully read the Regulation A Offering Circular dated
September 1, 2020 ?Reg A? and the exhibits and any supplements
attached thereto prior to making a decision to invest in the
common stock equity of the company.
B. Survival. I agree that the representations, certifications,
and agreements set forth in this Subscription Agreement shall
survive the purchase and delivery of the common stock (equity).
C. Restricted Securities. I understand that the investment in
the equity is an illiquid investment. In particular, I
recognize that the investment has many clearly stated risks that
are listed in the Reg A and;
D. Termination. I agree that this subscription is and shall
be irrevocable, but my obligations hereunder will terminate if
this subscription is not accepted by the Company.
E. Miscellaneous. I represent and warrant to the Company that:
I have carefully reviewed and understand the risks of, and other
considerations relating to, a purchase of equity;
I have been afforded the opportunity to obtain any information
necessary to verify the accuracy of any representations or
information set forth in the Reg A and have had all inquiries to
the Company answered, and have been furnished all requested
materials.
I have not been furnished any offering literature by the Company
or any of its affiliates, associates, or agents other than the
Reg A, and the documents referenced therein;
I am acquiring the equity for which I am subscribing for my own
account, as principal, or for investment and not with a view to
the resale or distribution of all or any part of the Equity or
underlying securities;
All of the information which I have furnished to the Company or
which is set forth in the Subscription Agreement is correct and
complete as of the date of the Subscription Agreement. If any
material change in this information should occur prior to my
subscription being accepted, I will immediately furnish the
revised or corrected information;
I further agree to be bound by all of the terms and conditions
described in the Reg A; and
I am the only person or principal with a direct or indirect
interest in the equity subscribed for by the Subscription
Agreement.
I am aware that no federal or state agency has reviewed or
passed upon the adequacy of the offering of equity, made any
finding or determination as to the fairness for investment, or
any recommendation or endorsement of the equity as an
investment.
I agree to indemnify and hold harmless the Company and its
officers, directors, employees, agents, and affiliates from and
against all damages, losses, costs, and expenses (including
reasonable attorneys? fees) that they may incur by reason of the
failure of the undersigned to fulfill any of the terms or
conditions of this Subscription Agreement, or by reason of any
breach of the representations and warranties made by the
undersigned herein, or in any document provided by the
undersigned to the Company.
This subscription agreement and the rights granted hereby are
not transferable or assignable by me without the written consent
of the Company.
If more than one person is executing this document, the
obligations of each shall be joint and several and the
representations and warranties contained in the Subscription
Agreement shall be deemed to be made by, and be binding upon,
each of these persons and his heirs, executors, administrators,
successors, and assigns.
This subscription, upon acceptance by the Company, shall be
binding upon my heirs, executors, administrators, successors,
and assigns.
The Subscription Agreement shall be construed in accordance with
and governed in all respects by the securities laws of the State
of Florida without giving effect to the principles of conflicts
of laws.
Any notices to be given hereunder may be given and shall be
effective as follows: to the Company at its principal place of
business located at 000 X Xxxxxx Xxxxx Xxxxx 000, Xxxxx, XX
00000 and emailed to xxxxx@xxxxxxxxxxxxx.xx; and to the
Investor, at their address and email address appearing in this
subscription agreement. Notices by personal delivery shall be
effective upon such delivery that may be sent by a nationally-
recognized overnight courier, such notice to be effective at
time of delivery or attempted delivery upon production of proof
of same; and notices may also be sent by registered or certified
mail, return receipt requested, and shall be effective three
days after mailing, upon production of proof of receipt or of
attempted delivery.
BY SIGNING, I ACKNOWLEDGE THAT I HAVE RECEIVED AND CAREFULLY
REVIEWED THE REG A OFFERING CIRCULAR DATED SEPTEMBER 1, 2020 AND
THAT I HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS
SUBSCRIPTION AGREEMENT.
INDIVIDUAL ACCOUNTS
_______ I am a non-accredited investor. A non-accredited
investor is anyone making less than $200,000 annually (less than
$300,000 including a spouse) that also has a total net worth of
less than $1 million when their primary residence is excluded.
I certify that I am an ?accredited investor? because:
_______ 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. (1)
_______ My spouse and I had a 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. (1)
_______ I have an individual net worth, or my spouse and I have
a joint net worth, in excess of $1,000,000 exclusive of our
home. (2)
______________
(1) To calculate ?income? for purposes herein, please use
adjusted gross income as reported on the relevant federal
tax return.
(2) For purposes of this question, you may include your
spouse?s net worth, but you may not include the fair market
value of your personal residence
CORPORATIONS, PARTNERSHIPS, EMPLOYEE BENEFIT PLANS OR IRAs
Has the subscribing entity been formed for the specific purpose
of investing in the Equity?
Yes No
If your answer to question 1 is ?No,? CHECK whichever of the
following statements (a-e) is applicable to the subscribing
entity. If your answer to question 1 is ?Yes,? the subscribing
entity must be able to certify to statement (2) below in order
to qualify as an ?accredited investor.?
The undersigned entity certifies that it is an ?accredited
investor? because it is:
______ an employee benefit plan within the meaning of
Title 1 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 advisor; or
______ an employee benefit plan within the meaning of
Title 1 of the Employee Retirement Income
Security Act of 1974 that has total assets in
excess of $5,000,000; or
______ a corporation, partnership, or employee benefit
plan and each of its stockholders, partners, or
beneficiaries meet at least one of the conditions
described above under INDIVIDUAL ACCOUNTS.
Please also CHECK the appropriate space in that
section, and provide completed and signed
subscription agreements for each such individual;
or
______ 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 ACCOUNTS.
Please also CHECK the appropriate space in that
section, and provide a completed and signed
subscription agreement for such individual; or
______ a corporation, or similar business trust, or a
partnership that has total assets in excess of
$5,000,000.
If the answer to question 1 above is ?Yes,? please certify that
the statement below is true and correct:
_____ The undersigned entity certifies that it is
an accredited investor because each of its
stockholders, partners, members, or beneficiaries
meets at least one of the conditions described above
under INDIVIDUAL ACCOUNTS. Please also CHECK the
appropriate space in that section and provide
completed and signed subscription agreements for each
such individual.
TRUST ACCOUNTS
Has the subscribing entity been formed for the specific purpose
of investing in the Equity?
Yes No
If your answer to question 1 is ?No,? CHECK whichever of the
following statements (a-c) is applicable to the subscribing
entity. If your answer to question 1 is ?Yes,? the subscribing
entity must be able to certify to the statement (c) below in
order to qualify as an ?accredited investor.?
The undersigned trustee certifies that the trust is an
?accredited investor? because:
______ the trust has total assets in excess of
$5,000,000 and the investment decision has been
made by a ?sophisticated person? (i.e., the
person whose investment experience is detailed in
Section IV below has such knowledge and
experience in financial and business matters that
he, she, or it is capable of evaluating the
merits and risks of an investment in the Equity);
or
______ the trustee making the investment decision on
its behalf is a bank (as defined in
Section 3(a)(2) of the Securities Act), a savings
and loan association or other institution (as
defined in Section 3(a)(5)(A) of the Securities
Act), acting in its fiduciary capacity; or
______ 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
conditions described above under INDIVIDUAL
ACCOUNTS. Please also CHECK the appropriate
space in that section and provide completed and
signed subscription agreements for each such
individual.
Verification of Accredited Investor Status. Under recent rules
of the Securities and Exchange Commission, you are required to
provide us with documentation verifying your status as an
accredited investor. A ?nonexclusive? list of possible
verifications you may provide to us include the following:
Verification based on income, such as copies of any Internal
Revenue Service form that reports income, such as Form W-2, Form
1099, Schedule K-1 of Form 1065, and a filed Form 1040;
Verification on net worth, including documentation dated within
the prior three months, such as bank statements, brokerage
statements, certificates of deposit, tax assessments and a
credit report from at least one of the nationwide consumer
reporting agencies;
A written confirmation from a registered broker-dealer, an SEC-
registered investment adviser, a licensed attorney, or a
certified public accountant stating that such person or entity
has taken reasonable steps to verify that you are an accredited
investor within the last three months and has determined that
you are an accredited investor.
Blank Space?
Name of Subscriber
________________________________________________________________
___________
Date of Birth / Date of Incorporation ________________________
Social Security Number / Tax ID
_____________________________________
Check 1 Married _____ Single ______ Separated _______
Divorced________
Corporation _____ Trust ______ Partnership _______ Joint________
Home Address/ Business Address
________________________________________________________________
_____________
________________________________________________________________
_____________
________________________________________________________________
_____________
Phone Number __________________________________________
Email address____________________________________________
Signatures
The Subscription Agreement contains various agreements,
certifications, and representations by Principal or investors
and should be carefully reviewed in their entirety before
executing this signature page.
I certify that I have reviewed, and I am familiar with the
terms of the Subscription Agreement. I agree to be bound by all
of the terms and conditions of this Subscription Agreement.
Dated: _____________________________, 2020
Signature of Investor
________________________________________________________________
SUBSCRIPTION ACCEPTED
Decontaminate Inc, A Delaware Corporation
Signature of Company Executive
Date
1
Xxxxx Fargo Building * 000 X Xxxxxx Xxxxx
Xxxxx 000 * Tampa, Florida * 33602
xxxxxxxxxxxxx.xx * (000) 000-0000
