Exhibit 4.2
SUBSCRIPTION AGREEMENT
Re: Offering of Common Stock
In connection with the offer ("the Offering") and proposed issuance
OrderPro Logistics, Inc., an Arizona corporation ("the Company"), of shares of
Common Stock ("the Common Stock"), the undersigned prospective investor
("Investor") and the Company hereby agree as follows:
1. Subscription. The Investor hereby subscribes for the purchase of Common
Stock and agrees to purchase the number of shares of Common Stock set forth on
the signature page of this Subscription Agreement at a price of $1.50 per Share.
The Investor and the Company agree that this Subscription is and shall be
irrevocable; however, the Company, in its sole discretion and for any reason may
accept or reject this Subscription Agreement, in whole or in part, at any time
not later than 10 days after this Subscription Agreement.
2. Representations and Warranties. The Investor makes the representations
and warranties set forth below with the intent that the same may be relied upon
in determining the Investor's suitability as a purchaser of Common Stock. If the
Investor includes or consists of more than one person or entity, the obligations
of the Investor shall be joint and several and the representations and
warranties herein contained shall be deemed to be made by and be binding upon
each such person or entity and their respective heirs, executors,
administrators, successors and assigns.
(a) No Regulatory Review. The Investor is aware that this Offering is a
limited offering and that no federal, state or other agency has made
any finding or determination as to the fairness of the investment nor
made any recommendation or endorsement of the Common Stock.
(b) Ability to Evaluate. The Investor, by reason of the Investor's
knowledge and experience in financial and business matters is capable
of evaluating the risks and merits of an investment in the Common
Stock
(c) Investment Intent. The Investor acknowledges that the purchase of
Common Stock hereunder is being made for the Investor's own account,
for investment purposes only and not with the intention of
distributing or reselling the Common Stock in whole or in part. The
Investor further understands that the Common Stock has not been
registered under the Securities Act of 1933, as amended (the "Act") or
under any state securities laws by reason of specific exemptions there
from, which depend upon among other things, the accuracy of the
Investor's representations as expressed in this Subscription
Agreement. The Investor further understands that transfer of the
Common Stock is restricted under the Act and under state securities
laws.
<PAGE>
(d) Confidentiality. The Investor understands that the material on the
Company provided to the investor and any other information discussed
with the Investor in connection with this Offering is confidential.
The Investor has not distributed and will not distribute said
information and materials and has not divulged the contents thereof or
of any oral communication with the Company in connection with this
Offering, to anyone other than such legal or financial as the Investor
deems necessary for purposes of evaluating an investment in the Common
Stock and no one (except such advisors) has used the material, and the
Investor has not made any copies thereof.
(e) Authorization and Formation of Subscriber. The Investor, if a
corporation, partnership, trust or other form of business entity, is
authorized and otherwise duly qualified to purchase and hold Common
Stock and such entity has not been for the specific purpose of
acquiring Common Stock in this Offering. If the Investor is one of the
aforementioned entities, it hereby agrees that upon request of the
Company it will supply the company with any additional written
information that may be requested by the Company.
3. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the state of Arizona.
4. Signatures. The Investor declares under penalty of perjury that the
statements, representations and warranties contained herein are true, correct
and complete and that this Subscription Agreement was executed at Tucson,
Arizona.
<PAGE>
Number of Shares of Common Stock: 2,000
Total purchase price: $3,000
Exact Name(s) in which ownership of Common Stock is to be registered:
James K. Larrington Corporation
Address: 6821 N. Cassim Place
City, State, and Zip Code: Tucson, AZ 85704
Annual Income $______________ Liquid Net Worth $___________________
Initials(s)______
Investment Objectives:
Blue Chip Growth Income
------- -------
Good Quality Growth Long Term Hold
------- -------
Speculative Appreciation Short Term Trading
------- -------
High Risk Appreciation X Initials
------- -------
I can afford to invest in speculative securities and risk a loss of
_____________________
I can afford to invest $3,000 in high-risk securities that have no
liquidity and cannot be sold.
Initial(s)________
Subscriber
James K. Larrington Corporation
by James K. Larrington, President
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(Print Name)
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(Signature)
Date 9/22/2000
Joint Subscriber: (if necessary)
-------------------------------------
(Print Name)
-------------------------------------
(Signature)
Date
RECEIVED AND ACCEPTED:
$3,000
Number of Shares 2,000
Date 9/22/2000
<PAGE>
Investors Acknowledgements
In Order to introduce the Company to accept the accompanying subscription
for Common Stock, The Investor expressly acknowledges the following by placing
his or her initials (or, if the Investor is a person other than an individual,
the initials of an individual authorized to act for the Investor) in each of the
applicable spaces provided below.
THE INVESTOR HAS RECEIVED, HAS CAREFULLY READ AND UNDERSTANDS THE OFFERING
MATERIAL, AND IN PARTICULAR, IS AWARE OF THE RISKS OF AN INVESTMENT IN THE
COMMON STOCK DESCRIBED IN SAID MATERIAL.
THE INVESTOR HAS CAREFULLY READ THE ACCOMPANYING SUBSCRIPTION AGREEMENT AND
IN PARTICULAR, HAS CAREFULLY READ AND UNDERSTANDS THE INVESTORS REPRESENTATIONS
AND WARRANTIES MADE THEREIN AND CONFIRMS THAT ALL SUCH REPRESENTATIONS AND
WARRANTIES ARE TRUE AND CORRECT.
* QUALIFIES ____________
* DOES NOT QUALIFY _________
UNDER THE FOLLOWONG CATEGORY OR CATEGORIES OF DEFINITIONS OF "ACCREDITED
INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):
The Investor is a natural person whose individual net worth, or joint net
worth with that person's spouse exceeds $1,000,000.
Yes [ ] No [ ]
The Investor is 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 that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of realizing the same income level in the current
year.
Yes [ ] No [ ]
<PAGE>
The Investor who is not an accredited investor either alone or with his
purchase representative(s) has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks
of the prospective investment may qualify provided the issuer reasonably
believes immediately prior to making any sale that such purchaser comes
within this description.
Yes [ ] No [ ]
The Investor is a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended.
Yes [ ] No [X]
The Investor is an insurance Company, a registered securities broker or
dealer, a licensed Small Business Investment Company, a registered
investment Company, a business development Company as defined in Section
2(a)(48) of the Investment Company Act of 1940 or a private business
development Company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940.
Yes [ ] No [X]
The Investor is an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986 as amended, or a corporation, Massachusetts
or similar business trust or partnership, not formed for the specific
purpose of acquiring the Common Stock, with total assets in excess of
$5,000,000.
Yes [ ] No [X]
The Investor is a trust with a total assets in excess of $5,000,000 not
formed for the specific purpose of acquiring the Common Stock offered,
whose purchase is directed by a person who has such knowledge and
experience that he or she is capable of evaluating the merits and risks of
the proposed investment.
Yes [ ] No [X]
The Investor is a bank savings and loan or similar institution acting in
its individual or fiduciary association capacity, or an employee benefit
plan with total assets in excess of $5,000,000.
Yes [ ] No [X]
<PAGE>
The Investor is a Plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees with total assets in excess
of $5,000,000.
Yes [ ] No [X]
The Investor is an employee benefit plan within the meaning of the
Employment Retirement Income Security Act of 1974 ("ERISA"), the investment
decisions for which are made by a plan fiduciary, as defined in Section
3(21) of ERISA, which is either a blank, savings and loan association,
insurance Company, or registered investment adviser, or is an employee
benefit plan that has total assets in excess of $5,000,000.
Yes [ ] No [X]
The Investor is an entity in which all of the equity owners are accredited
investors or individuals who are accredited investors (as defined above).
Yes [ ] No [X]
SUBSCRIBER
Subscriber
James K. Larrington Corporation
by James K. Larrington, President
-------------------------------------
(Print Name)
-------------------------------------
(Signature)
Date 9/22/2000
Joint Subscriber: (if necessary)
-------------------------------------
(Print Name)
-------------------------------------
(Signature)
Date
