EXHIBIT "A"
SUBSCRIPTION AGREEMENT
FOR
TRAVEL DYNAMICS, INC.
UNITS CONSISTING OF
WARRANT TO PURCHASE COMMON STOCK, $.001 PAR
VALUE AND COMMITMENT FEE
<PAGE>
TRAVEL DYNAMICS, INC.
Subscription Agreement
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HOW TO SUBSCRIBE
An investment in the Units of Travel Dynamics, Inc. (the
"Company") is made in the following manner:
1. Complete, sign and date the Subscription Agreement
provided to you separately.
2. Provide a copy of the Letter of Credit terms
accompanying the Offering Memorandum in Exhibit B to
your bank with the dollar amount equal to the dollar
amount of the number of Units for which you are
subscribing. Once your bank prepares a form of
Irrevocable Letter of Credit, please sign and date the
Letter of Credit for the full amount of the Units being
purchased ($50,000 minimum, unless otherwise approved).
3. Deliver or call for pick-up of your Subscription
Agreement and Letter of Credit at:
Travel Dynamics, Inc.
4150 N. Drinkwater Blvd.
5th Floor
Scottsdale, AZ
(480) 949-9500
<PAGE>
SUBSCRIPTION AGREEMENT
FOR
TRAVEL DYNAMICS, INC.
(All information will be treated as CONFIDENTIAL)
1. The undersigned investor (the "Investor" or "I") by
executing this Subscription Agreement (the "Subscription
Agreement") hereby subscribes to purchase ________ units (the
"Units"). Each Unit consists of (a) a warrant, entitling the
holder to purchase one (1) share of the common stock of Travel
Dynamics, Inc., a Nevada corporation (the "Company" or "you") at
an exercise price of $.50 per share subject to the terms and
conditions contained in the warrant agreement (the "Warrant") and
(b) a Commitment Fee, as described below. The Units are being
offered by the Company, such offering being herein referred to as
the "Offering," on the terms and conditions provided below and
with the Private Offering Memorandum dated August 21, 2000 (the
"Memorandum"), incorporated herein by reference. (Note: Minimum
purchase is $50,000, unless otherwise approved by the Company.
After the minimum purchase, additional purchases may be made).
In exchange for the Units, the Investor must deliver a completed
and signed Subscription Agreement and a Letter of Credit as
described in the Memorandum. The Commitment Fee is equal to two
percent (2%) of the amount of Units subscribed and paid for by an
Investor. The Commitment Fee is not due and payable unless the
Letter of Credit is available for use by the Company as
contemplated in the Memorandum for a one (1) year period. At the
end of each one (1) year period the Company will pay the
Commitment Fee by check (or other form) to the name and address
of the Investor on the Company's records within thirty (30) days
thereafter. Such Commitment Fee will not accrue any interest and
is only due and payable if the Investor complies with the terms
of the Letter of Credit and Subscription Agreement. This
Subscription Agreement shall not be deemed accepted until the
Company executes a copy.
2. I hereby provide you with the following representations and
information and warrant that you may rely on the truthfulness and
accuracy. I understand that you will rely upon the information
contained herein to determine my qualifications for investment as
required pursuant to the exemptions from registration under
federal and state law, in reliance upon which this Offering is
being made.
A. Identity Information
1. Name:
If Investor is other than a natural person:
a. Type of Entity:
b. Date of Incorporation or Organization:
c. Governing Jurisdiction:
d. Has the entity been formed for the specific
purpose of investing in the Units?
( ) Yes ( ) No
2. Social Security or Tax Identification Number:
3. If Investor is a Trust:
a. Trustee(s) (Name, Address & Telephone Number):
b. Type of Trust: ( ) Revocable ( )
Irrevocable
c. Date trust was established:
d. If the Trust is revocable, state name(s) of
Grantor(s):
4. If Investor is a Retirement Plan:
a. Type of plan: ( ) Qualified Pension, Profit-
Sharing or Stock Bonus Plan
( ) Keogh ( ) IRA ( ) Other
b. Plan Fiduciary (Name, Address & Telephone Number):
c. Number of Plan Participants
d. Name of Plan Participants who will invest in the
Units:
e. 1) Does each Plan Participant who will invest in
the Units have the power to direct investments in
the Plan and intend to invest in the Units
pursuant to the exercise of such power? ( )
Yes ( ) No
(2) Does the Plan either have one Plan
Participant or provide for segregated accounts for
each Plan Participant? ( ) Yes ( ) No
B. Investor Status Information
The undersigned qualifies as an Accredited Investor as
one or more of the following (please initial all applicable items
in the spaces provided):
____ (a) A natural person whose individual net worth, or
joint net worth with my spouse, at the time of purchase
exceeds $1,000,000.
____ (b) A natural person who had individual gross income
in excess of $200,000 in each of the two most recent
years and reasonably expects a gross income in excess
of $200,000 in the current year.
____ (c) A natural person who, with his or her spouse, had
a joint gross income in excess of $300,000 in each of
the two most recent years and reasonably expects a
joint gross income in excess of $300,000 in the current
year.
____ (d) A director or executive officer of the issuer of
the securities being offered or sold.
____ (e) An entity in which all of the equity owners are
Accredited Investors under paragraphs (a) through (d)
above or (f) through (s) below. (Attach a list showing
each owner and indicate which of the paragraphs applies
to each.)
____ (f) A self-directed employee benefit plan within the
meaning of the Employee Retirement Income Security Act
of 1974 ("ERISA") in which investment decisions are
solely within the control of Accredited Investors.
____ (g) An employee benefit plan within the meaning of
Title I of ERISA, if the investment decision is made by
a plan fiduciary, as defined in section 3(21) of such
act, which is either a bank, savings and loan
association, insurance company, or registered
investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000.
____ (h) A bank as defined in section 3(a)(2) of the
Securities Act of 1933, as amended (the "Securities
Act"), whether acting in its individual or fiduciary
capacity.
____ (i) An insurance company as defined in section 2(13)
of the Securities Act.
____ (j) An investment company registered under the
Investment Company Act of 1940.
____ (k) A business development company as defined in
section 2(a)(48) of the Investment Company Act of
1940.
____ (l) A Small Business Investment Company licensed by
the U.S. Small Business Administration under section
301(c) or (d) of the Small Business Investment Act of
1958.
____ (m) A private business development company as defined
in section 202(a)(22) of the Investment Advisers Act
of 1940.
____ (n) An organization as described in Section 501(c)(3)
of the Internal Revenue Code with total assets in
excess of $5,000,000.
____ (o) A savings and loan association or similar
institution, as defined in Section 3(a)(5)(A) of the
Securities Act, whether acting in an individual or
fiduciary capacity. Credit unions and savings banks
are encompassed within the "similar institution"
language.
____ (p) An investment broker - dealer, if registered
under the Securities Exchange Act of 1934, that is
purchasing for its own account.
____ (q) A corporation, partnership, or business trust,
not formed for the specific purpose of acquiring the
securities offered, with total assets over $5,000,000.
____ (r) A trust with assets over $5,000,000 not formed
for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) promulgated
under the Securities Act.
____ (s) A plan established and maintained by a state,
its political subdivisions, or an agency or
instrumentality of a state or its political
subdivisions for the benefit of its employees, if
such plan has total assets in excess of $5,000,000.
3. In making this subscription for the purpose of purchasing
the Units, the Investor represents and warrants that it:
(a) has executed and delivered a copy of this
Subscription Agreement, the Letter of Credit and any other
documents furnished to it and all information which the Investor
has provided is true, correct, and complete as of the date of the
execution of this Subscription Agreement. If there is any
material change in such information prior to the time of
acceptance of this Subscription Agreement pursuant to the
provisions below, the Investor will immediately provide complete
information as to such changed information;
(b) hereby acknowledges receipt of the Memorandum
relating to the Units, and alone or with its advisors, if any,
has carefully reviewed the Memorandum and agrees to the terms
thereof;
(c) is capable of bearing the economic risk of the
investment for an indefinite period of time, has no need for
liquidity with respect to the investment in the Units and has
considered whether it could afford a complete loss of such
investment;
(d) is acquiring the Units for its own account, for
investment, and not with a view to distribution thereof or with
any present intent of offering or selling such Units in a
transaction that would require registration under the Securities
Act or the securities laws of any State of the United States or
any other applicable jurisdiction, and hereby agrees and
covenants not to transfer or otherwise dispose of any Units
unless, in the opinion of counsel, which opinion shall be
satisfactory to counsel for the Company, such Units may be
legally transferred or otherwise disposed of without registration
or qualification under the Securities Act, and applicable state
or other federal statutes, or such Units shall have been
registered or qualified and an appropriate prospectus shall then
be in effect;
(e) is aware and understands that:
(i) an investment in the Units involves certain
risks and the Investor has taken full cognizance of and
understands all the risk factors related to the business
objectives of the Company and the purchase of Units,
including those set forth in the Memorandum;
(ii) the Units (and the Warrants represented
thereby and underlying shares of Common Stock) subscribed
hereto (a) are being offered in a transaction not involving
a public offering in the United States within the meaning of
the Securities Act and (b) neither have been, nor may ever
be, registered under either the Securities Act and/or
regulations promulgated thereunder, or the securities laws
of any state, and the Company has no obligation nor
intention to so register the Units;
(iii) the Units (and Warrants and underlying
shares of Common Stock represented thereby) are restricted
and there is only a limited market for unrestricted shares
of Common Stock on the OTC Bulletin Board, nor is there any
assurance or expectation that this limited market will
continue or another market will develop;
(iv) the investment will be for an indefinite
period and the transferability of the Units (and Warrants
and underlying shares of Common Stock) is specifically
restricted;
(v) no state or federal agency has reviewed or
endorsed the Memorandum or the Units;
(vi) this Subscription Agreement is irrevocable
and shall survive the death or disability of the
undersigned; the Company has the unconditional right to
accept or reject this Subscription Agreement in whole or in
part; the sale of Units pursuant hereto is subject to
approval of certain legal matters by counsel and to other
conditions; and all obligations hereunder shall terminate in
the event this Subscription Agreement is not accepted and
the Investor's Letter of Credit is returned; and
(vii) although the Company will attempt to
disclose all material facts known to the Company that might
affect the investment, no representation or warranty can be
given that other material facts or risks that are unknown to
the Company do not exist.
(f) will, and each subsequent holder is required to,
notify any subsequent holder from it of the resale restrictions
set forth herein;
(g) confirms that it is acquiring Units having a
minimum purchase price of at least $50,000 (unless otherwise
approved) for its own account or for each separate account for
which it is acting and acknowledges that the Company will not be
required to accept for registration of transfer any Units or
underlying Securities, except upon presentation of evidence
satisfactory to the Company and such registrar that the
restrictions on transfer set forth above have been complied with,
and that any such Units or underlying Securities will be subject
to the legend set forth below;
(h) acknowledges that neither the Company nor any
person representing the Company has made any representation to it
with respect to the Company or the Offering or sale of any Units,
other than the information contained in the Memorandum, which has
been delivered to it and upon which it is relying in making its
investment decision with respect to the Company and the Units as
it has deemed necessary in connection with its decision to
purchase the Units, including an opportunity to ask questions of
and request information from the Company;
(i) that Investor is an "accredited investor" within
the meaning of Rule 501(a) under the Securities Act ("Accredited
Investor"). Such Accredited Investor invests in or purchases
securities similar to the Units and has such knowledge and
experience in financial and business matters that it is capable
of evaluating the merits and risks of purchasing the Units. Such
Accredited Investor is aware that it may be required to bear the
economic risk of an investment in the Units for an indefinite
period of time and is able to bear such risk for an indefinite
period;
(j) is purchasing the Units for its own account, or
for one or more investor accounts for which it is acting as a
fiduciary or agent, in each case for investment, and not with a
view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act and
agrees on its own behalf and on behalf of any investor account
for which it is purchasing the Units and each subsequent holder
of the Units by its acceptance thereof will agree, to sell,
pledge or otherwise transfer such Units or underlying Securities
only (a) to the Company, (b) pursuant to a registration statement
which has been declared effective under the Securities Act, or
(c) pursuant to any other available exemption from the
registration requirements of the Securities Act, and in each in
accordance applicable state securities laws. Each Investor
acknowledges that the Company reserves the right prior to any
sale, pledge or other transfer pursuant to clause, (c) above to
require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Company;
(k) acknowledges that the Units, Warrants and
underlying shares of Common Stock (collectively, the
"Securities"), and certificates representing them will contain a
legend substantially to the following effect:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.
THE HOLDER OF THE SECURITIES EVIDENCED HEREBY AGREES
FOR THE BENEFIT OF THE COMPANY THAT THE SECURITIES
EVIDENCED HEREBY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR (III) PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND IN EACH IN ACCORDANCE APPLICABLE
STATE SECURITIES LAWS. EACH HOLDER ACKNOWLEDGES THAT
THE COMPANY RESERVES THE RIGHT PRIOR TO ANY SALE,
PLEDGE OR OTHER TRANSFER PURSUANT TO CLAUSE (III) TO
REQUIRE: (A) AN OPINION LETTER OF COUNSEL AND SUCH
CERTIFICATIONS AND DOCUMENTS TO THE COMPANY'S
SATISFACTION, AND (B) THE HOLDER AND EACH SUBSEQUENT
HOLDER TO NOTIFY ANY SUBSEQUENT HOLDER OF THESE RESALE
RESTRICTIONS";
(l) acknowledges that the Company and others will rely
upon the truth and accuracy of the acknowledgments,
representations, certifications and agreements contained herein
and agrees that, if any of the acknowledgments, representations
or warranties made by its purchase of Units are no longer
accurate, it shall promptly notify the Company. If it is
acquiring any Units as a fiduciary or agent for one or more
investor accounts, it has sole investment discretion with respect
to each such account and that it has full power to make the
foregoing acknowledgments, representations, certifications and
agreements on behalf of each such account; and
(m) understands and agrees that the Company will hold
all of the Letters of Credit until the Minimum Offering is
closed. If the minimum offering ($200,000) is not timely sold as
provided in the Memorandum, the Subscription Agreement and Letter
of Credit will be returned without interest or deduction. In
this regard, I undertake to supply the Company with a current
address for return purposes at all times during the subscription
period. I further understand and agree that should the Company
be unable to contact me for any return of subscription, it may
destroy or tender any Letter of Credit as missing property to the
State Treasurer in the state where the Company's offices are
located, or into a court of competent jurisdiction.
4. If the Investor is a corporation, partnership, or other
entity, the Investor also represents and warrants that it is
authorized and otherwise duly qualified to purchase and hold the
Units, that such entity has its principal place of business as
set forth below, and that such entity has not been formed for the
specific purpose of acquiring Units.
5. This Subscription Agreement and the representations and
warranties contained herein shall be binding upon the heirs,
executors, administrators and other successors of the
undersigned. If there is more than one signatory hereto, the
obligations, representations, warranties and agreements of the
undersigned are made jointly and severally. This Subscription
Agreement, and related Offering documents shall be governed by
and interpreted in accordance with (i) the General Corporate Laws
of the State of Nevada and (ii) to the extent applicable, other
laws (including those governing contracts) the State of Arizona,
without regard for principles of conflicts of laws. The parties
agree that any legal suit, action or proceeding arising out of or
relating to this Subscription Agreement, Offering, Letter of
Credit or Warrant must be instituted in a State or Federal court
in the City of Phoenix, Maricopa County, State of Arizona, and
they hereby irrevocably submit to the jurisdiction of any such
court.
6. In the event that any provision of this Subscription
Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and
shall be deemed modified in the manner least adverse to the
protected party or parties to conform with such state or rule of
law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or
enforceability of any other provision hereof.
7. IN THE EVENT THE LENDER DRAWS ON OR DEMANDS PAYMENT UNDER
THE INVESTOR'S LETTER OF CREDIT, THE INVESTOR'S SOLE RECOURSE
AGAINST THE COMPANY SHALL BE THE RIGHT TO CONVERT THE AMOUNTS
DRAWN AND PAID UNDER THE LETTER OF CREDIT THE COMPANYS INTO
COMMON STOCK PURSUANT TO THE TERMS OF THE WARRANT. THE INVESTOR
WAIVES ANY AND ALL LIABILITY AGAINST OR INDEMNIFICATION OR
CONTRIBUTION FROM THE COMPANY RESULTING FROM ANY DRAFTS DRAWN ON
THE LETTER OF CREDIT OR PAYMENT OF EXPENSES INCURRED BY THE
INVESTORS IN CONNECTION WITH THE LETTER OF CREDIT.
8. Each Investor agrees to provide a Letter of Credit for the
amount equal to the number of Units purchased (the "Subscription
Amount"). Each Investor agrees to pay and perform, as and when
due, the obligations under its Letter of Credit and agrees to
keep the Letter of Credit in effect for the earlier of (i)
September 1, 2002, (ii) until such time the Company consents in
writing or (iii) such time as the Investor has paid its
Subscription Amount. From time to time, as determined by the
Company in good faith, the Subscription Amount may be paid by
either or a combination of the following: (a) the Investor
exercises its Warrant for the underlying shares of Common Stock
and pays the aggregate exercise price, or (b) the Investor pays
such amounts drawn on and paid by the Investor under its Letter
of Credit. The Investor waives, to the fullest extent permitted
by law, diligence in collecting the amounts due under the Line of
Credit and all demands, consents or notices with respect to the
Line of Credit, including, but not limited to, notice of any
amendment of the Line of Credit documents, change in Lender,
notice of the occurrence of any default, notice of intent to
accelerate and notice of that the Company has incurred any
obligation or indebtedness. Investor cannot request that the
Lender proceed against the Company. Investor's recourse against
the Company in connection with the Line of Credit or Letters of
Credit is strictly limited to the conversion rights under the
Warrant.
9. Neither this Subscription Agreement nor any of its
provisions may be waived, modified, amended, discharged, or
terminated except by an agreement in writing signed by the party
against which the enforcement of the waiver, modification,
amendment, discharge, or termination is sought, and then only to
the extent set forth in that agreement. The Investor agrees to
cooperate and make reasonable efforts to provide information,
documentation, and assistance as reasonably requested to perform
under this Subscription Agreement, Warrant and the Letter of
Credit. This Subscription Agreement, Warrant and the Letter of
Credit may not be assigned (by operation of law or otherwise,
e.g. merger, consolidation, change in control) by Investor
without the prior written consent of the Company, in its sole
discretion. This Subscription Agreement, Warrant and Letter of
Credit shall be binding upon and inure to the benefit of the
Investor and the Company and their respective successors and
permitted assigns. This Subscription Agreement shall not confer
any rights or remedies upon any person other than the Investor,
the Company and their respective successors and permitted
assigns.
[INTENTIONAL BLANK SPACE]
I declare under penalty of perjury that the foregoing is true and
correct and that this Subscription Agreement was executed on this
_____ day of __________________, _____.
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Investor Signature Signature of Spouse (if jointly held)
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Printed Name (and position if Printed Name (and position if
Authorized Representative of Authorized Representative
an Entity) of an Entity)
REGISTRATION AND ADDRESS
Registration
___Mr.
___Ms. -------------------------------------------------------------
___Mrs. Please print Name(s) in which your Warrants are to be Registered
Social Security or Taxpayer ID Number(s)
---------------------------------
Business Address (Investors must complete Business Address for
Registration Purposes)
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(Address or location of nearest road - No P.O. Boxes please)
Telephone Number(s) (___) __________________ (___) _______________
(Business) (Home)
Mailing Address or P.O. Box (for receipt of Company communications)
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Vesting - Check One (see below for explanation of asterisks)
___Individual ownership __Joint Tenants with Right of Survivorship*
___Community Property* __Trust or Fiduciary Capacity***
___Corporate or Partnership** __Retirement Plan***
___Tenants in Common*
___Name of trustee or fiduciary***
___Other
* Signature of all parties required
** In the case of a partnership, state the names of all partners
*** Fill in name of trustee or fiduciary
A COMPLETED, SIGNED AND DATED IRREVOCABLE LETTER OF CREDIT SHOULD
ACCOMPANY THIS SUBSCRIPTION AGREEMENT.
Received and Approved:
TRAVEL DYNAMICS, INC.
By ___________________________
Its ___________________________
