EXHIBIT 4
---------
MICROSOURCEONLINE, INC.
-----------------------
SUBSCRIPTION AGREEMENT
----------------------
This Subscription Agreement ("Agreement") is entered into between
---------
MICROSOURCEONLINE, INC., a Delaware corporation (the "Company"), and the
-------
undersigned investor (the "Investor"), as of the date on the Acceptance of
--------
Subscription signed by the Company. If more that one person signs this Agreement
as an investor, then all references to the Investor in this Agreement include
the co-investor(s).
1. Subscription. The Investor hereby irrevocably agrees to purchase the
-------------
below designated shares of the common stock of Mircrosourceonline, Inc.
("Shares") at a purchase price of $___________.
2. Approval; Acceptance. This Agreement will become effective only upon
----------------------
acceptance of the Agreement by the Company evidenced by the Company's signature
below. If this Agreement is not approved and accepted, then the Company will
notify the Investor and return any funds the Investor may have delivered to the
Company promptly after non-acceptance.
3. Disclosure. The Investor acknowledges that the Investor received and
-----------
carefully read the Form SB-1A Offering Statement and all Exhibits thereto (the
"Disclosure Documents"):
--------------------
The Investor also acknowledges and agrees that:
o The Company has made available to the Investor, or to the Investor's
attorney, accountant or representative, all other documents that the
Investor has requested;
o The Investor has requested all documents and other information that
the Investor has deemed necessary for making an investment in the
Company;
o The Company has provided answers to all questions concerning the
investment in the Company; and
o The Investor has carefully considered and has, to the extent the
Investor believes such discussion necessary, discussed with the
Investor's professional legal, tax and financial advisers the
suitability of an investment in the Company for the Investor's
particular tax and financial situation.
-1-
4. Investor Status. The Investor certifies that the Investor qualifies as
----------------
an "Accredited Investor" as defined in Regulation D of the Securities Act of
--------------------
1933 because the Investor is:
A director or executive officer of the Company;
---
A natural person whose individual net worth, or joint net worth with
---
the Investor's spouse, at the time of the purchase exceeds $1,000,000;
A natural person who had an individual income in excess of $200,000 in
---
each of the two most recent years, or joint income with the Investor's
spouse in excess of $300,000 in each of those years, and who has a
reasonable expectation of reaching the same income level in the
current year;
An entity that has assets of at least $5,000,000.
---
An entity in which all of the equity owners are accredited investors.
---
A trust, with total assets in excess of $5,000,000 not formed for the
---
specific purpose of acquiring the Shares, whose purchase is directed
by a sophisticated person as described in Rule 506(b)(2)(ii) of Reg.
D; or
5. Other Securities Issues. The Investor represents and warrants to the
------------------------
Company that:
5.1 Risk of Loss. The Investor recognizes that the Company has a
-------------
limited operating history, as described in the Disclosure Documents, and that an
investment in the Company involves substantial risks that could result in the
loss of the Investor's entire investment. The Investor is able, without
impairing the Investor's financial condition, to hold the equity interest of the
Company for an indefinite period and to suffer a complete loss of the Investor's
investment in the Company.
5.2 Investment Intent. The Investor certifies that it is making the
-------------------
investment for Investor's own account and not on behalf of any other person, nor
with a view to, or for resale or other distribution of, the equity interest of
the Company which has been pledged as collateral. The Investor is not acting as
a "broker" or "dealer" as those terms are defined in Section 3 of the Securities
Exchange Act of 1934, to the Securities.
6. Independent Advice. The Investor understands that this Agreement
--------------------
contains provisions that may have significant legal, financial and tax
consequences for the Investor. The Investor acknowledges that the Company has
recommended that the Investor seek independent legal, tax and financial advice
before entering into this Agreement.
7. Confidentiality. The Investor acknowledges that the information
----------------
provided to the Investor regarding the Company is confidential and agrees that
all of the information will be kept in confidence by the Investor and neither
used to the Investor's personal benefit (other than in connection with the
-2-
Investor's investment decision) nor disclosed to any third party. However, the
Investor's obligation of nondisclosure does not apply to any such information
that: (a) is part of the public knowledge or literature and is readily
accessible as of the date of this Agreement, (b) becomes public knowledge or
literature and, hence, readily accessible through publication not directly or
indirectly attributable to the Investor, or (c) is received from third parties,
except third parties who disclose it in violation of confidentiality agreements
they may have with the Company.
8. General Provisions. This Agreement will be enforced, governed and
--------------------
construed exclusively under the laws of Delaware. The parties consent to the
jurisdiction of and venue in any appropriate court in Delaware. This Agreement
is binding upon the Investor, the Investor's heirs, estate, legal
representatives, successors and assigns, and is for the benefit of the Company,
its successors and assigns. If any portion of this Agreement is held to be
invalid by a court having jurisdiction, the remaining terms of this Agreement
shall remain in full force and effect to the extent possible. This Agreement
constitutes the entire agreement of the parties, and supercedes all previous
agreements, written or oral, with regard to the Investor's investment in the
Company. Any agreement to waive or modify any term of this Agreement must be in
writing signed by both parties. This Agreement may be executed in two or more
counterparts, all of which shall constitute but one and the same instrument.
9. Investor Information. The Investor certifies under penalty of perjury
---------------------
that the information following the Investor's signature is correct as of the
date of the signature.
Executed as of the date first written above.
INVESTOR:
---------
Signature:
------------------------------------------------------------
Name:
-----------------------------------------------------------------
Title:
----------------------------------------------------------------
Residence Address:
-----------------------------------------------------
-----------------------------------------------------
Daytime Telephone
----------------------------------------
E-Mail Address:
----------------------------------------------
Social Security or Tax Identification Number:
----------------
Date signed:
----------------------------------------
-3-
CO-INVESTOR (if applicable):
----------------------------
Signature:
------------------------------------------------------------
Name:
-----------------------------------------------------------------
Title:
----------------------------------------------------------------
Residence Address:
-----------------------------------------------------
-----------------------------------------------------
Daytime Telephone
----------------------------------------
E-Mail Address:
----------------------------------------------
Social Security or Tax Identification Number:
----------------
Date signed:
----------------------------------------
If Joint Ownership, check one (all parties must sign above):
------------------------------------------------------------
[_] Joint Tenants with Right of Survivorship [_] Tenants in Common [_] Community
Property
If Investor is a fiduciary or business organization, check one:
---------------------------------------------------------------
[_] Trust [_] Estate [_] Power of Attorney
[_] Name and Type of Business Organization:
----------------------------------------------------------------
-4-
ACCEPTANCE OF SUBSCRIPTION
--------------------------
This Subscription has been approved by the Company and is accepted for and
on behalf of the Company as of ______________, 2004.
MICROSOURCEONLINE, INC.
-----------------------
By:
-------------------------------------------------
Name:
-----------------------------------------------
Title:
----------------------------------------------
-5-
