SUBSCRIPTION AGREEMENT
THE INVESTOR IS REQUIRED TO MARK BOXES TO INDICATE WHICH REPRESENTATIONS AND
WARRANTIES IT IS MAKING UNDER PART 1 HEREOF.
Ladies and Gentlemen:
By executing this Subscription Agreement, the undersigned (the "Investor")
hereby irrevocably subscribes for the number of shares (the "Shares") of
RAINWIRE PARTNERS, INC., a Delaware Corporation (the "Company") listed on the
signature page hereto at a subscription price of $1.25 per share. In
satisfaction of a portion of a Promissory Note with Company, the Investor has
delivered herewith to the Company such Promissory Note as payment of the Total
Purchase Price as set forth on the signature page hereto.
This Subscription Agreement shall not be valid and binding on the Company
unless and until accepted by the Company. If this Subscription Agreement is not
accepted by the Company, the purchase price paid by the Investor to the Company
shall be refunded to the Investor.
The Investor understands that the Shares may be acquired hereunder only by
investors who are able to make all required representations and warranties under
Part I and Part II below.
REPRESENTATIONS AND WARRANTIES
The Investor makes representations and warranties in this Subscription
Agreement in order to permit the Company to determine the suitability of the
Shares as an investment for the Investor and to determine the availability of
the exemptions relied upon by the Company from registration under Section 5 of
the United States Securities Act of 1933, as amended, and the regulations
promulgated thereunder (the "Securities Act").
Part I: Representations as to Accredited Investor Status
TO ESTABLISH THAT THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a) PROMULGATED UNDER THE SECURITIES ACT, THE INVESTOR MUST MARK AT
LEAST ONE BOX BELOW, THEREBY MAKING THE REPRESENTATION SET FORTH BESIDE THE
MARKED BOX.
|_| The Investor is a natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of the Investor's purchase
exceeds $1,000,000.
|_| 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 reaching the same income level in the current
year.
|_| The Investor is a bank as defined in Section 3(a)(2) of the Securities Act
or a savings and loan association or any other institution as defined in
Section 3(a)(5)(A) of the Securities Act.
|_| The Investor is a broker dealer registered pursuant to Section 15 of the
United States Securities Exchange Act of 1934, as amended.
|_| The Investor is an insurance company as defined in Section(2)(13) of the
Securities Act.
|_| The Investor is an investment company registered under the Investment
Company Act or a business development company as defined in
Section 2(a)(48) of that Act.
|_| The Investor is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the U.S. Small
Business Investment Act of 1958, as amended.
|_| The Investor is a plan established and maintained by a state within the
United States, one or more political subdivisions of such a state, or any
agency or instrumentality of such a state or its political subdivisions,
for the benefit of its employees, with total assets in excess of
$5,000,000.
|_| The Investor is an employee benefit plan within the meaning of the U.S.
employee Retirement Income Security Act of 1974, as amended ("ERISA"),
(i) the investment decision for which is made by a plan fiduciary, as
defined in Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment advisor or
(ii) which has total assets in excess of $5,000,000 or (iii) which is a
self-directed plan with investment decisions made solely by persons that
are Accredited Investors.
|_| The Investor is a private business development company as defined in
Section 202(a)(22) of the U.S. Investment Advisers Act of 1940.
|_| The Investor is an organization that is described in Section 501(c)(3) of
the U.S. Internal Revenue Code of 1986, as amended, a corporation, a
Massachusetts or similar business trust, or a partnership, in any case that
was not formed for the specific purpose of acquiring the Shares, with total
assets in excess of $5,000,000.
|_| The Investor is a director or executive officer (as defined in Rule 502(f)
promulgated under the Securities Act) of the Company.
|_| The Investor is a trust with total assets 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) promulgated under
the Securities Act.
|x| The Investor is an entity in which all of the equity owners are Accredited
Investors.
PART II. Additional Representations
THE INVESTOR, BY SIGNING THIS SUBSCRIPTION AGREEMENT, WILL BE DEEMED TO HAVE
MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN PARAGRAPHS 1 THROUGH 11
BELOW.
1. The Investor and/or the Investor's representative (if any) have received a
copy of all of the public filings of the Company pursuant to the Securities
Exchange Act of 1934 together with current information regarding the
Company's wholly owned subsidiary. The Investor, either alone or together
with the Investor's purchaser representative, if any, have such knowledge
and experience in financial and business matters as to be able to evaluate
the merits and risks of an investment in the Company.
2. The Investor acknowledges that: (a) the Investor has been provided with
information concerning the company and has had an opportunity to ask
questions and to obtain such additional information concerning the Company
as the Investor deems necessary in connection with the Investor's
acquisition of interests in the Company; (b) information with respect to
existing business and historical operating results of the Company and
estimates and projections as to future operations involve significant
subjective judgment and analysis, which may or may not be correct; (c) the
Company cannot, and does not, make any representation or warranty as to the
accuracy of the information concerning the past or future results of the
Company.
3. The Investor has sought such accounting, legal and tax advice as the
Investor considered necessary to make an informed investment decision. The
Investor is experienced in investment and business matters (or has been
advised by an investment advisor who is so experienced), and is aware of
and can afford the risks of making such an investment, including the risk
of losing the Investor's entire investment.
4. The Shares subscribed for herein will be acquired solely by and for the
account of the Investor for investment and are not being purchased for
resale or distribution. The Investor has no contract, undertaking,
agreement or arrangement with any person to sell or transfer to such person
or anyone else any of the Shares (or any portion thereof or interest
therein) for which the Investor hereby subscribes, and the investor has no
present plans or intentions to enter into any such contract, undertaking,
agreement or arrangement. The financial condition of the Investor is such
that the Investor has no need for liquidity with respect to the Investor's
investment in the Shares and no need to dispose of any portion of the
Shares to satisfy any existing or contemplated undertaking or indebtedness;
and the overall commitment by the Investor to investments which are not
readily marketable is not disproportionate to the Investor's net worth and
will not become excessive as a result of investment in the Shares.
5. The Investor acknowledges that the Company has agreed to afford the
Investor Piggyback rights, exclusive of registrations on Form S-4 or
Form S-8, and that the Company has agreed to enter into a Registration
Rights Agreement with Investor if Company is unable to register Investor's
shares by November 30, 2000.
6. The Investor understands, represents, warrants and agrees that the
Investor's Shares are not transferable, that the Investor will not,
directly or indirectly, sell, assign, convey, hypothecate or otherwise
transfer the Investor's Shares (or any portion thereof or interest therein)
except in accordance with Securities Act of 1933 and other applicable state
securities laws and that violation of the foregoing will cause such
transfer to be void and need not be recognized by the Company.
7. The Investor warrants that the Investor has knowledge and experience in
financial, investment and business matters and that the Investor is capable
of evaluating the merits and risks of an investment in the Shares.
8. The Company, by and through its Board of Directors and/or legal counsel,
has made no representation or warranty as to the suitability of the
Investor's investment in the Shares. Neither the Company nor its counsel
has made an independent investigation on behalf of the Investor, nor has
the Company, by and through its Board of Directors or counsel, acted in an
advisory capacity to the Investor.
9. The Investor has relied solely upon independent investigations made by the
Investor in making the decision to purchase the Shares subscribed for
herein, and acknowledges that no representations or agreements have been
made to the Investor with respect thereto.
10. The Investor expressly acknowledges that:
(a) No federal, state or other governmental agency has passed upon the
adequacy or accuracy or the information concerning the Company or made
any finding or determination as to the fairness of the investment, or
any recommendation or endorsement of the Shares as an investment.
(b) The Investor is not dependent upon a current cash return with respect
to the Investor's investment in the Shares, and the Investor
understands that distributions are not required to be made and that
returns on an investment in the Shares may not be realized for years.
(c) The Shares are being offered and sold to prospective purchasers
directly, and neither the Company nor any person acting on behalf of
the Company has offered to sell the Shares to the Investor by means of
any form of general solicitation or advertising, such as media
advertising or public seminars.
11. The Investor (i) if an individual, is at least 21 years of age; (ii) if a
partnership, is comprised of partners all of whom are at least 21 years of
age; and (iii) if a corporation, partnership, trust or other like entity,
is authorized and otherwise duly qualified to purchase and hold the Shares.
The Investor has duly authorized, executed and delivered this Subscription
Agreement and understands that the Company is not obligated to accept this
Subscription Agreement and that this Subscription shall be valid and
binding on the Company only upon acceptance by the Company. The Investor
understands that if this Subscription Agreement is accepted and executed by
the Company, the Investor will constitute a valid and legally binding
obligation of the Investor and the Company.
12. The Investor certifies under penalties of perjury that (i) the Investor's
taxpayer identification number (social security number for an individual
Investor) as set forth on the signature page hereof is correct; (ii) the
Investor's home address (in the case of an individual) or office address
(in the case of an entity) as set forth on the signature page hereof is
correct; and (iii) the Investor is not subject to backup withholding either
because the Investor has not been notified by the Internal Revenue Service
("IRS") that the Investor is subject to backup withholding as a result of a
failure to report all interest or dividends, or because the Investor has
been notified by the IRS that the Investor is no longer subject to backup
withholding. If the Investor is subject to backup withholding, Investor
should cross through clause (iii) and check the following box:[ ]
MISCELLANEOUS
1. Successors and Assigns. Upon acceptance by the Company, this Subscription
Agreement, and all of the obligations of the Investor hereunder, and all of
the representations and warranties by the Investor herein, shall be binding
upon the heirs, executors, administrators, personal representatives,
successors and assigns of the Investor.
2. Governing Law. This Subscription Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of Georgia.
3. Indemnification. The Investor agrees to indemnify the Company, its officers
and managers for any and all claims or losses (including attorneys' fees)
incurred by them as a result of the incorrectness of the Investor's
representations and warranties contained herein, including but not limited
to, claims arising under federal and state securities laws and common law
claims.
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SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT FOR
Executed at Norcross, GA this 3rd day of August , 2000.
CITY STATE
THE INVESTOR:
Structured Data Systems, Inc.
-----------------------------
Please print or type legal name of Investor as it should appear
on stock certificate and in stockholder records
By: /s/ Robert Y. Duke
----------------------
Sign here
Its: President
If signatory is executing on behalf of an entity, please indicate
signatory's title or office with such entity
Number of Shares of Rainwire Partners, Inc. Stock
Subscribed for: 120,000
Price Per Share: $ 1.25
Total Purchase Price: $150,000
Taxpayer I.D. Number or Social Security Number: 58-1635498
Print or type address, telephone number and fax number preferred
for stockholder communications:
Address: 4940 Peachtree Industrial Blvd.
Suite 370
Norcross, GA 30071
Telephone: 770-447-0096
Fax: 770-447-0174
Accepted this 3rd day of
August, 2000
/s/ Bryan M. Johns
------------------
By:Bryan M. Johns
Title: President / CEO
* If the Investor is a corporation, trust, partnership, or other entity, please
attach a copy of the resolutions, trust instrument, partnership agreement or
similar document (or in lieu thereof, an opinion of counsel) showing the
corporation, trust, partnership or other entity has authority to purchase the
Shares and showing that the signatory above may act on its behalf in making this
investment.
