EXHIBIT 4.9
[GRAPHICS OMITTED]
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FORM 1
SUBSCRIPTION AGREEMENT
RDC International Inc.
1819 Main Street, Suite 600
Sarasota Florida 34236
Attention: Peter Voghel, CEO
Gentlemen:
The undersigned is writing to advise you of the following
terms and conditions under which the undersigned hereby offers to subscribe (the
"Offer") to shares of the common stock of RDC International Inc, a Florida
corporation (the "Company"). In this regard, the undersigned acknowledges
receipt from the Company of a copy of the Company's private placement offering
memorandum dated September 31, 2000, and all exhibits and amendments thereto
(collectively, the "Memorandum"), which offering has been fully subscribed for
and completed, and which Memorandum is being provided to the undersigned for
general information purposes. The undersigned has been afforded the opportunity
to ask questions of, and receive answers from the Company's officers and/or
directors acting on its behalf concerning the Company, and the terms and
conditions of this Offering, as further described herein.
1. Subscription.
Subject to the terms and conditions hereinafter set forth in this
Subscription Agreement, the undersigned hereby offers to purchase Shares for an
aggregate purchase price of $
If the Offer is accepted, the Shares shall be paid for by the delivery
in U.S. dollars of the aggregate purchase price by check, bank draft, postal or
express money order or wire transfer (please call RDC International Inc. at
941-365-9955 for wire transfer instructions.) payable to the order of "RDC
International Inc." and if accepted by the Company, deposited by the Company
into its operating account.
2. Conditions to Offer.
The Offering is made subject to the following conditions: (i) that you
shall have the right to accept or reject this Offer, in whole or in part, for
any reason whatsoever, notwithstanding tender of payment, including but not
limited to your belief that the financial ability of the undersigned is
insufficient to bear the economic risks of this investment in accordance with
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"); (ii) that the Company shall have no obligation to accept any Offers to
subscribe for any Shares in the order received or otherwise; and (iii) that the
undersigned agrees to comply with the terms of this Subscription Agreement and
to execute and deliver any and all further documents necessary to become a
stockholder in the Company.
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Acceptance of this Offer shall be deemed given by the countersigning of
this Subscription Agreement on behalf of the Company.
3. Representations and Warranties of the Undersigned.
The undersigned, in order to induce the Company to accept this Offer,
hereby warrants and represents as follows:
(A) The information provided by the undersigned in the Purchaser
Questionnaire, attached as FORM 2 hereto, is true and correct.
(B) The undersigned is over the age of 21 years and resides at the
address set forth below and has no present intention of establishing a residence
in any other state or jurisdiction.
(C) The undersigned has sufficient liquid assets to sustain a loss of
the undersigned's entire investment.
(D) The undersigned is an Accredited Investor as that term is defined
in Regulation D promulgated under the Act.
(E)(1) (Applicable only if no Purchaser Representative is acting for
you) The undersigned has not authorized any person or institution to act as his
Purchaser Representative (as that term is defined in Regulation D of the General
Rules and Regulations under the Act) in connection with this transaction. The
undersigned has such knowledge and experience in financial, investment and
business matters that he is capable of evaluating the merits and risks of the
prospective investment in the Shares of the Company being offered on the terms
and conditions as set forth herein. In connection with his review, the
undersigned has consulted with such independent legal counsel or other advisers
considered appropriate to assist the undersigned in evaluating his proposed
investment in the Company. In particular, and not in limitation of the
foregoing, the undersigned has taken full cognizance of and understands:
(a) the Memorandum;
(b) the Subscription Agreement;
(c) that there are substantial risk factors to be considered in
connection with an investment in the Company, certain of which are described in
the Memorandum, including, but not limited to: (1) development stage business
with limited operating history, minimal revenues and losses to date; (2)
possible acquisition of assets and/or investments in related businesses may
cause material reallocation of use of proceeds, reduced time period in which
Offering proceeds would otherwise be utilized and may accelerate future capital
needs; (3) possibility of operational delays and/or related cost overruns ; (4)
reliance upon third parties for operational, maintenance and possible marketing
support;
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(5) no audited or unaudited financial statements; (6) possible need for
substantial additional financing in the event of the Company's desire to engage
in accelerated sales and marketing efforts, the availability of which no
assurances are given; (7) reliance on management; (8) competition within the
industry that the Company plans to operate; and (9) no firm commitment offering.
(d) that the Shares are speculative investments which involve a high
degree of risk of loss of an investor's entire investment in the Company;
(e) that there are substantial restrictions on the transferability of
the Shares and that the Shares are not registered under the Act and are
considered "restricted securities" as that term is defined in Rule 144
promulgated under the Act; there is presently no public market for any of such
Shares and no assurances are given that a public market will be developed or be
sustained if developed; accordingly, the undersigned may have to hold the Shares
indefinitely and it may not be possible for an investor to liquidate an
investment in the Company;
(2) (Please complete only if a Purchaser Representative is acting for
you).
(a) __________________, whose office address and telephone number is
_____________________ has acted as the Purchaser Representative of the
undersigned;
(b) in evaluating a potential investment in the Company, the
undersigned has been advised by the Purchaser Representative as to the
merits and risks of the investment in general and the suitability of the
investment for the undersigned in particular;
(c) the Purchaser Representative has confirmed to the undersigned, in
writing (a copy of which instrument is FORM 3 attached), the specific
details of any and all past, present or future material relationships,
actual or contemplated, between the Purchaser Representative and the
Company; and
(d) the undersigned has reviewed with such Purchaser Representative
and, accordingly, is familiar with and understands:
(i) the Memorandum;
(ii) that there are substantial risk factors to be considered in
connection with an investment in the Company, certain of which are described
above and in the Memorandum;
(iii) that the Shares are speculative investments which involve a
high degree of risk of loss of an investor's entire investment in the Company;
(iv) that there are substantial restrictions on the transferability
of the Shares and that the Shares are not registered under the Act and are
considered "restricted securities" as
(C) 2000 RDC International Inc. 4
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that term is defined in Rule 144 promulgated under the Act; there is presently
no public market for any of such Shares and no assurances are given that a
public market will be developed or be sustained if developed; accordingly, the
undersigned may have to hold the Shares indefinitely and it may not be possible
for an investor to liquidate an investment in the Company.
(F) The undersigned represents that he: (i) has adequate means of
providing for his current financial needs and possible personal contingencies,
and has no need for liquidity of his investment in the Company; (ii) can afford
(a) to hold unregistered securities for an indefinite period of time and (b)
sustain a complete loss of the entire amount of the subscription; (iii) has not
made an overall commitment to investments which are not readily marketable which
is disproportionate so as to cause such overall commitment to become excessive;
and (iv) confirms that there has been no material adverse change in the
information, financial and other, previously given to the Company in order to
induce the Company to send this form of Subscription Agreement, except as set
forth below:
(Set forth adverse changes, if ______________________________________
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(G) Either directly or through his Purchaser Representative, the
undersigned has:
(1) Been furnished with a copy of the Memorandum and such other
information in connection with this transaction as has been requested; and
(2) Been afforded the opportunity to ask questions of, and receive
answers from the officers and/or directors of the Company acting on its behalf
concerning the terms and conditions of the Offering and to obtain any additional
information, to the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished; and has availed himself of such
opportunity to the extent he considers appropriate in order to permit him to
evaluate the merits and risks of an investment in the Company. It is understood
that all documents, records and books pertaining to this investment have been
made available for inspection by the undersigned's attorney and/or other
advisors and the undersigned, and that the books and records of the Company will
be available upon reasonable notice for inspection by investors during
reasonable business hours at the Company's principal place of business.
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(H) The undersigned acknowledges that the Shares being subscribed for
hereunder have not been registered under the Act in reliance on an exemption for
private offerings and further understands that he is purchasing the Shares
without being furnished any offering literature other than the Memorandum.
(I)The undersigned further acknowledges that this Offering has not been
passed upon or the merits thereof endorsed or approved by any state or federal
authorities.
(J) The Shares being subscribed for are being acquired solely for the
account of the undersigned and not with a view toward the distribution thereof.
By such representation, the undersigned means that no other person has a
beneficial interest in the Shares subscribed for hereunder, and that no other
person has furnished or will furnish directly or indirectly, any part of or
guarantee the payment of any part of the consideration to be paid to the Company
in connection therewith. The undersigned understands that the Shares are being
offered pursuant to certain exemptions under the provisions of the Act.
(K) The undersigned also understands that the Company has no
obligation or present intention to register under the Act or with state
regulatory agencies the Shares proposed to be acquired by the undersigned or to
make available to the public information (in form of reports pursuant to Section
13 or 15 of the Securities Exchange Act of 1934 or otherwise) without which
resale without registration pursuant to Rule 144 of the General Rules and
Regulations under the Act or otherwise may not be available. The undersigned
further acknowledges that no representations to the contrary have been made by
any person on behalf of the Company in connection with this proposed investment.
The undersigned certifies that each of the foregoing representations and
warranties set forth in subsections (A) through (K) inclusive of this Section 3
are true as of the date hereof and shall survive such date. If in any respect
such representations and warranties shall not be true and accurate prior to the
date when the undersigned receives notice that all Shares required to be
subscribed for to consummate the Offering have, in fact, been subscribed for,
the undersigned shall give written notice of such fact to the Company specifying
which representations and warranties are not true and accurate and the reasons
therefor, whereupon the Company may elect to terminate the Subscription
Agreement pursuant to Section 8 hereof.
4. Indemnification.
The undersigned understands that the Shares are being offered without
registration under the Act and in reliance upon the exemption for transactions
by an issuer not involving any public offering, and upon the provisions of
Regulation D promulgated under the Act; that the availability of such exemptions
is, in part, dependent upon the truthfulness and accuracy of the representations
made by the undersigned herein; that the Company will rely on such
representations in accepting any subscriptions for Shares in the Company and
that the Company may take such steps as it considers reasonable to verify the
accuracy and truthfulness of such
(C) 2000 RDC International Inc. 6
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representations in advance of accepting or rejecting the undersigned's
subscription. The undersigned agrees to indemnify and hold the Company harmless
against any damage, loss, expense or cost, including reasonable attorneys' fees,
sustained as a result of any misstatement or omission on the undersigned's part.
5. Rescission Rights for Florida Subscribers.
The undersigned acknowledges that he is aware that the securities offered
hereby have not been registered under the Florida Securities and Investor
Protection Act by reason of an exemption pursuant to Section 517.061 (11)
thereof. Unless the securities are registered, they may not be re-offered for
sale or resold in the State of Florida except as a security, or in a
transaction, exempt under said Act.
The undersigned has been advised that sales made pursuant to Section
517.061 (11) of the Florida Securities and Investor Protection Act to five (5)
or more persons resident, in the state are voidable by the subscriber either
within three days after the first tender of consideration is made by the
subscriber or within three days after the availability of that privilege is
communicated to the subscriber, whichever occurs later.
6. No Waiver.
Notwithstanding any of the representations, warranties, acknowledgments or
agreements made herein by the undersigned, the undersigned does not thereby or
in any manner waive any rights granted to the undersigned under federal or state
securities laws.
7. Revocation.
The undersigned agrees that he shall not cancel, terminate or revoke this
Subscription Agreement or any agreement of the undersigned made hereunder other
than as set forth under Paragraph 5 above, and that this Subscription Agreement
shall survive the death or disability of the undersigned.
8. Termination of Subscription Agreement.
The undersigned acknowledges having been advised by the Company that the
Company may elect to terminate this Offering for any reason. If the Company
elects to cancel this Subscription Agreement, provided that it returns to the
undersigned, without interest and without deduction, all sums paid by the
undersigned, this Offer shall be null and void and of no further force and
effect, and no party shall have any rights against any other party hereunder.
9. Miscellaneous.
(A) All notices or other communications given or made hereunder shall be in
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writing and shall be mailed by registered or certified mail, return receipt
requested, postage prepaid, to the undersigned at his address set forth below
and to the Company at RDC International Inc., 1819 Main Street, Sarasota Florida
34236, Attention: Peter Voghel, CEO.
(B) This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties. In the event that the undersigned is a
corporation, partnership, limited liability company, or other legal entity, by
the undersigned's execution hereof, the undersigned represents and warrants to
the Company that all requisite action on the part of the undersigned and its
shareholders, members or equity holders, however described, necessary for the
authorization, execution, delivery and performance of all obligations of the
undersigned under this Subscription Agreement have been taken prior to the
undersigned's execution hereof, and that this Subscription Agreement, when
executed by the Company and the undersigned and delivered to the Company, shall
constitute the valid and legally binding obligations of the undersigned,
enforceable in accordance with their respective terms, except as may be limited
by bankruptcy and/or other equitable principles of law.
(C) The provisions of this Subscription Agreement shall survive the closing
hereunder.
10. Certification.
The undersigned certifies that he has read this entire Subscription
Agreement and that every statement on his part made and set forth herein is true
and complete.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date the undersigned's signature has been subscribed and sworn
to below.
The Shares are to be issued
in (check box):
________________________
Print Name of Investor(s)
____ individual name
___ Joint tenants with rights of survivorship
_____ tenants in the entirety
_____ corporation
(an officer must sign)
_____ partnership
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Signature of Investor
(C) 2000 RDC International Inc. 8
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Address:
________________________________
Number and Street
________________________________
City
________________________________
State Zip
Accepted as of the ________ day of ______________, 2000
RDC International Inc., a Florida corporation
By: ______________________________________________
Peter Voghel, CEO
(C) 2000 RDC International Inc. 9
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FORM 2
CONFIDENTIAL PURCHASER QUESTIONNAIRE
Dear Subscriber:
The information contained herein is being furnished to the Company in order that
it may determine whether offers of subscriptions for the Shares may be made to
me in light of the requirements of Regulation D promulgated under the Act and
certain exemptions contained in state securities laws. I understand that the
information is needed for you to determine whether you have reasonable grounds
to believe that I am an "Accredited Investor" as that term is defined in
Regulation D and that I have such knowledge and experience in financial,
investment and business matters that I am capable of evaluating the merits and
risks of the proposed investment in the Company. I understand that (a) you will
rely on the information contained herein for purposes of such determination, (b)
the Shares will not be registered under the Act and by Regulation D, (c) the
Shares will not be registered under the securities laws of any state in reliance
upon similar exemptions, and (d) this questionnaire is not an offer to purchase
the Shares or any other securities in any case where such offer would not be
legally permitted.
Information contained in this questionnaire will be kept confidential by the
Company and its agents, employees or representatives. I understand, however,
that the Company may have the need to present it to such parties as it deems
advisable in order to establish the applicability under any federal or state
securities laws of an exemption from registration.
In accordance with the foregoing, the following representations and information
are hereby made and furnished:
Please answer all questions. If the answer is "none" or "not applicable," please
so state.
INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR:
1.Name:_____________________________ Age: ____________________
Social Security Number: ______________ No. of Dependents: ________
Marital Status: ______________________ Citizenship: ______________
2. Residence Address and Telephone Number: ___________________________________
_______________________________________________________________________________
_______________________________________________________________________________
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3. State in which you:
Are licensed to drive ____________________________________
Are registered to vote ____________________________________
File income tax returns ___________________________________
4. Employer and Position: ___________________________________________
_______________________________________________________________________________
5. Business Address and Telephone Number: ______________________________________
_______________________________________________________________________________
6. Business or professional education and the degrees received are as follows:
School Degree Year Received
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
7. (a) Individual income during 1998: _____ $0-$50,000
(exclusive of spouse's _____ $50,000 - $100,000
income) _____ $100,000 - $200,000
_____ over $200,000
(b) Individual income during 1999: _____ $0-$50,000
(exclusive of spouse's _____ $50,000 - $100,000
income) _____ $100,000 - $200,000
_____ over $200,000
(c) Estimated income during 2000: _____ $0-$50,000
(exclusive of spouse's _____ $ 50,000 - $100,000
income) _____ $100,000 - $200,000
_____ over $200,000
(d) joint income, with spouse 1998 $________________________
1999 $________________________
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(e) Estimated joint income, with spouse, for 2000 $_________________________
8. Estimated net worth
(may include joint net worth with spouse) $_________________________
9. Are you involved in any litigation, which, if an adverse decision occurred,
would materially affect your financial condition? Yes ___ No ___ If yes, please
provide details:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
10. I consider myself to be an experienced and sophisticated investor or am
advised by a qualified investment advisor, all as required under the securities
laws and regulations:
Yes ___ No___
11. I understand the full nature and risk of an investment in the Shares and I
can afford the complete loss of my entire investment in the Company. Yes ___
No___
12. I am able to bear the economic risk of an investment in the Shares for an
indefinite period of time and understand that an investment in the Shares may be
illiquid. Yes ___ No ___
13. Do you have any other investments or contingent liabilities which you
reasonably anticipate could cause the need for sudden cash requirements in
excess of cash readily
available to you? Yes ___ No ___
If Yes, please explain.
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
14. Please describe your experience as an investor (including amounts invested)
in securities, particularly investments in non-marketable and tax incentive
securities such as equipment leasing, real estate, research and development, or
oil and gas.
_______________________________________________________________________________
_______________________________________________________________________________
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15. Have you participated in other private placements of securities? Yes ___
No___. If yes, please provide details.
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
16. In evaluating the merits and risks of this investment, do you intend to rely
upon the advice of your attorney, accountant, or other advisor? Yes ___ No___
I understand that the Company will be relying on the accuracy and completeness
of my responses to the foregoing questions and I represent and warrant to the
Company as follows:
(i) The answers to the above questions are complete and correct and may be
relied upon by the Company whether or not the offering in which I propose to
participate is exempt from registration under the Act and the securities laws of
certain states;
(ii) I will notify the Company immediately of any material change in any
statement made herein occurring prior to the closing of any purchase by me of an
interest in the Company; and
(iii) I have sufficient knowledge and experience in financial, investment and
business matters to evaluate the merits and risks of the prospective investment;
I am able to bear the economic risk of the investment and currently could afford
a complete" loss of such investment.
IN WITNESS WHERE. OF, I have executed this Purchaser Questionnaire this ________
day of ___________________, 2000, and declare under oath that it is truthful and
correct to the best of my knowledge.
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Signature of Prospective Investor
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Signature of Prospective Investor
(C) 2000 RDC International Inc. 13
