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EXHIBIT 10.50
HIGH SPEED NET SOLUTIONS, INC.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") by and between High Speed
Net Solutions, Inc., a corporation organized and existing under the laws of the
State of Florida (the "Company"), and the undersigned subscriber (the
"Subscriber") for shares of Common Stock of the Company;
W I T N E S S E T H
WHEREAS, the Company has offered the Subscriber an opportunity to
purchase shares of Common Stock of the Company (the "Shares") pursuant to a
private offering (the "Offering"); and
WHEREAS, the Subscriber desires to purchase the Shares being offered on
the terms and conditions set forth herein;
1. The Subscriber hereby subscribes and agrees to purchase, subject to
the terms and conditions of this Agreement the number of Shares set forth at the
end of this Agreement at a purchase price of $4.6153 per share. This Agreement
represents an irrevocable offer by the Subscriber to subscribe for such number
of Shares, except as expressly provided herein. This Agreement, subject to the
terms hereof, shall become a contract for the sale of said Shares upon the
acceptance thereof by the Company.
2. The Company reserves the unrestricted right to accept or reject this
Subscription, in whole or in part, and to withdraw this offer at any time. The
subscription will not become effective unless and until accepted by the Company.
3. This subscription is accompanied by the undersigned's certified or
official bank check or by wire transfer in the dollar amount set forth on page 4
hereof.
4. If this subscription is not accepted by the Company, the Company
shall promptly return the undersigned's payment.
5. The Subscriber hereby makes the representations and warranties set
forth below with the express intention that they be relied upon by the Company
in determining the suitability of the Subscriber to purchase Shares. The
Subscriber hereby agrees to advise the Company if any of Subscriber's
representations in this Section 5 materially change prior to completion of this
subscription.
(a) The Subscriber is fully aware that the Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"), or
under any applicable state securities laws. The Subscriber further understands
that the Shares are being sold in reliance on the
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exemptions from the registration requirements of the Act provided by Section
4(2) and Regulation D promulgated thereunder, and in reliance on exemptions from
the registration requirements of the applicable state law, on the ground that
the Offering involved has been limited to "accredited investors" within the
meaning of Rule 501(a) under the Act.
(b) The Subscriber is acquiring the Shares for the
Subscriber's own account as principal for the Subscriber's investment and not
with a view to resale or distribution.
(c) The Subscriber has been furnished and has carefully
reviewed information about the Company and has been given the opportunity to ask
questions of, and receive answers from, the Company concerning business of the
Company and the terms and conditions of the Offering and to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense necessary to verify the accuracy of the
information contained therein or information that has been otherwise provided by
the Company.
(d) The Subscriber fully understands and agrees that the
Subscriber must bear the economic risk of investment in the Shares for an
indefinite period of time because, among other reasons, the Shares have not been
registered under the Act, or under any applicable state securities laws and,
therefore, cannot be sold, pledged, assigned or otherwise disposed of unless
they are subsequently registered under any applicable securities laws or an
exemption from such registration is available. The Subscriber further
understands and agrees that the Company will not honor any attempt by the
Subscriber to sell, pledge, transfer or otherwise dispose of Shares in the
absence of an effective registration statement for such Shares or an opinion of
counsel satisfactory to the Company that an exemption from any applicable
registration requirements is available. The Subscriber further understands that,
other than the Selling Shareholder Agreement between Company and Subscriber,
dated July ____, 2000, the Company is under no obligation to register the Shares
or make an exemption from registration available and that the Company has not
represented that it will make any attempt to so register the Shares or to make
such an exemption thereto available.
(e) The Subscriber understands that the certificate(s)
representing the Shares will bear restrictive legends substantially in the
following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES
LAWS OF ANY STATE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
(f) The Subscriber has sought such accounting, legal and tax
advice as the Subscriber has considered necessary to make an informed investment
decision.
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(g) The Subscriber is aware that no federal or state agency
has made any finding or determination as to the fairness of an investment in the
Shares, nor any recommendation or endorsement of any such investment.
(h) The Subscriber recognizes that it is important under the
Act and state securities laws that the Company determine if potential investors
are "Accredited Investors," as defined in Appendix A attached hereto. Subscriber
represents that Subscriber is an Accredited Investor.
6. This Agreement and subscription herein shall survive the death or
disability of any individual Subscriber and the dissolution or termination of
any subscribing entity, and this Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of any such Subscriber. All
pronouns and any variations thereof used herein shall be deemed neuter, singular
or plural as the identity of the Subscriber may require.
7. This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of North Carolina, as such
laws are applied by North Carolina courts to agreements entered into and to be
performed in North Carolina without regard to conflicts of law.
8. The number of Shares subscribed for by the Subscriber and their
registration of ownership are as set forth on the following page:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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PLEASE TYPE OR PRINT
Owner: ______________________________
Social Security or Federal
Employer's ID Number
Residence
Address: ____________________________________________
Mailing Address
(if other than
Residence): _________________________________________
Telephones: Res. ______________ Bus. _______________
Joint Owner:
(if any): __________________________
Social Security or Federal
Employer's ID Number
Residence Address: ___________________________________
Mailing Address
(if other than
Residence): _________________________________________
Telephones: Res. ______________ Bus. _______________
SHARES TO BE REGISTERED AS INDICATED BELOW:
[ ] Sole ownership
[ ] Joint tenants with right of survivorship
[ ] Tenants in common
Number of Shares subscribed for: _____________
Total Purchase Price ($4.6153 per Share): _____________
PAYMENT IN FULL DELIVERED IN AMOUNT OF: $______________________
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IN WITNESS WHEREOF, the undersigned has executed or cause to be executed
under seal this Agreement as of the ______ day of ____________, 2000.
SIGNATURE FORM FOR INDIVIDUALS
(SEAL)
Signature ___________________
Name: _______________________
_____________________________(SEAL)
(Signature of Joint Owner, if any)
Name: _______________________
SIGNATURE FORM FOR CORPORATIONS:
(Name of corporation)
By: _________________________
(Signature of Officer)
_____________________________
(Name and Title)
SIGNATURE FORM FOR PARTNERSHIPS OR
LIMITED LIABILITY COMPANIES:
_____________________________
(Name of Partnership or LLC)
By its General Partners or Managers:
Name: _______________________
Name: _______________________
Name: _______________________
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SIGNATURE FORM FOR TRUSTS:
_____________________________
(Full Name of Trust)
By its Trustee (s):
Name: _______________________
Name: _______________________
Name: _______________________
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ACCEPTANCE OF SUBSCRIPTION
The foregoing Subscription Agreement is ACCEPTED by the Company on this
____ day of ____________, 2000 to the extent of _________________Common Shares.
HIGH SPEED NET SOLUTIONS, INC.
By: ______________________________
President
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APPENDIX A
An Accredited Investor is defined as follows:
(1) a natural person whose individual net worth, or joint net worth, with
that person's spouse, at the time of purchase exceeds U.S. $1,000,000;
(2) a natural person who had an individual income in excess of U.S.
$200,000 in each of the two most recent years or joint income with that
person's spouse in excess of U.S. $300,000 in each of those years and
has a reasonable expectation of reaching the same income level in the
current year (the year in which the purchase is made);
(3) any trust, with total assets in excess of U.S. $5,000,000, not formed
for the specific purpose of investing in the Company, whose purchase is
directed by a sophisticated person having such knowledge and experience
in financial and business matters that she is capable of evaluating the
risks and merits of investing in the Company;
(4) a director or executive officer of the Company;
(5) an organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of U.S. $5,000,000;
(6) a bank as defined in the Securities Act of 1933 (the Act), or a savings
and loan association or other institution as defined in the Act whether
acting in its individual or fiduciary capacity; a broker or dealer
registered under the Securities Exchange Act of 1934; an insurance
company as defined in the Act; an investment company registered under
the Investment Company act of 1940 or a business development company as
defined in the Act; a Small Business Investment Company licensed under
the Small Business Investment Act of 1958; an employee benefit plan
within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan
fiduciary, which is either a bank, savings and loan association, an
insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of U.S. $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons
that are accredited investors;
(7) a private business development company as defined in the Investment
Advisers Act of 1940; or
(8) an entity in which all of the equity owners are accredited investors.
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