EXHIBIT 6.13
SUBSCRIPTION AGREEMENT
For an investment in
UNITS OF SHARES OF COMMON STOCK
(The "Units")
of
DIPPY FOODS, INC.
A CALIFORNIA CORPORATION
(THE "CORPORATION")
To: ▇▇▇ ▇▇▇▇▇▇▇▇▇
THE FOLLOWING INFORMATION IS CONFIDENTIAL
1. SUBSCRIPTION: I, THE UNDERSIGNED, AGREE TO PURCHASE THE NUMBER OF UNITS SET
FORTH BELOW AND HEREBY TENDER PAYMENT IN CASH IN THE AMOUNT OF $5,714 PER
UNIT WITH A MINIMUM PURCHASE OF ONE UNIT. I UNDERSTAND THAT EACH UNIT
CONSISTS OF 11,428 SHARES OF COMMON STOCK OF THE CORPORATION. I UNDERSTAND
THAT UPON THE CORPORATION'S ACCEPTANCE OF THIS SUBSCRIPTION, I WILL RECEIVE
A COPY OF THIS SUBSCRIPTION AGREEMENT DULY ACKNOWLEDGED BY THE CORPORATION.
2. NUMBER OF UNITS AND PAYMENT.
Number of Units subscribed for:
Amount tendered herewith:
3. GENERAL INFORMATION:
(a) Name:
Social Security Number or Tax I.D.:
Drivers license no.: State:
Date of birth: U.S. Citizen: Yes No
Name:
Social Security Number or Tax I.D.:
Drivers license no.: State:
Date of birth: U.S. Citizen: Yes No
(b) Name(s) as it (they) should appear on legal documents and share
certificates:
1.
2.
(c) Permanent residential address (street, city, state, and zip code no.
P.O. Box)
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Telephone number: ( ) Years there:
(d) Mailing address (if different from permanent address):
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(e) Present business address and telephone number:
Business name: Telephone #: ( )
Street:
City: State: Zip:
1. SUITABILITY INFORMATION.
(a) Level of knowledge (please check all the boxes which apply):
___ I have had a long term personal or business relationship or both with
the following individuals: (Describe nature and length of
relationship):
___ I am not relying upon the advice of an attorney, accountant or other
advisor in making a final investment decision to contribute to the
investment opportunity. I believe I have sufficient knowledge and
experience in financial and business matters to be capable of
evaluating the merits and risks of this investment opportunity. I am
providing the information contained in this agreement as evidence of
my knowledge and experience in these matters.
___ I will rely upon the advice of, and hereby designate, the individual
named below as my purchaser representative, who will assist me in
evaluating the merits and risks of an investment in the Units. I
understand that you may contact this individual to assess his
qualifications to serve as my advisor.
Name:
Address:
Telephone:
Professional affiliation of purchaser representative:
The above-named purchaser representative has completed a Purchaser
Representative Questionnaire, a copy of which is delivered to you with this
agreement. I believe that I and the above-named purchaser representative,
together have sufficient knowledge and experience in financial and business
matters that together we are capable of evaluating the merits and risks of
making an investment in the Units. The above-named purchaser representative has
disclosed to me in writing prior to the date hereof any relationship between my
purchaser representative and the following persons or entities or their
affiliates:
(b) All applicable statements Accredited Investor (complete if applicable)
based on the following:
___ I am an accredited investor, as defined in Regulation D under the
Securities Act of 1933, as amended (the 1933 Act), or an excluded
purchaser for purposes of the Limited Offering Exemption as set forth
in Section 25102(f) of the California Corporations Code, as amended
(the California Act) or both (please check):
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___ My individual net worth, or joint net worth with my spouse, exceeds
$1,000,000.00.
___ My individual income was in excess of $200,000.00 for the two most
recent years and I reasonably expect an income in excess of
$200,000.00 in the current year, or
___ I am investing in the Units in the amount of at least $150,000.00 and
my individual net worth, or joint net worth with my spouse, exceeds 10
times my investment.
In determining net worth, the principal residence of an investor must be valued
at either at (I) cost plus the cost of improvements less the amount of current
encumbrances or (ii) the appraised value as determined by a written appraisal
used by an institutional lender (e.g., a bank, a savings and loan company, or a
company whose principal business is making loans secured by real estate and has
loans receivable of $2,000,000.00 or more) plus the cost of the improvements
less the amount of current encumbrances.
THE FOLLOWING INFORMATION IN THIS PARAGRAPH 4 (c) THROUGH 4 (j) IS REQUIRED OF
EACH PROSPECTIVE INVESTOR WHO IS A NATURAL PERSON. ENTITIES, SUCH AS
PARTNERSHIPS, CORPORATIONS AND TRUSTS, MUST SUBMIT A COMPLETE ENTITY
QUESTIONNAIRE IN THE FORM ATTACHED TO THE PRIVATE MEMORANDUM DATED AUGUST 1,
1997, AND COMPLETE THE BALANCE OF THIS AGREEMENT.
(c) Nature of present employment, business or profession:
Position held in present employment, business or profession and
responsibilities involved:
Dates of present employment, business, or profession:
From: To:
Please set forth all other prior occupations or duties during the past
five years:
Anticipated year of retirement:
(d) Education:
High School: Degree: Year:
College: Degree: Year:
Graduate: Degree: Year:
(e) My income from all sources was, or is expected to be, as follows
(please check the highest level):
1994: $25,000 $50,000 $75,000 $100,000 $200,000
1995: $25,000 $50,000 $75,000 $100,000 $200,000
1996: $25,000 $50,000 $75,000 $100,000 $200,000
1997: $25,000 $50,000 $75,000 $100,000 $200,000
(f) List professional licenses or registrations, including admissions,
accounting, insurance, financial planning certifications, etc., if any:
(g) Investment experience:
(1) The frequency of my investment in publicly-traded securities is:
______ often _______ occasionally _______ never
(2) The frequency of my investment in no-publicly-traded securities is:
______ often _______ occasionally _______ never
(3) The frequency of my investment in tax-sheltered investments is:
______ often _______ occasionally _______ never
(a) During the past five years, I have made the following investments
which were sold in reliance on a private offering exemption from
registration under the Securities Act of 19933, as amended, and/or
applicable state securities laws, (please itemize each investment
separately):
Venture Nature of investment Year of investment Amount invested
(b) Details of my training or experience in financial and business
matters not disclosed above include:
(c) I have made the following additional investments which may reflect
my knowledge and experience in financial and business matters and
investments:
1. REPRESENTATIONS AND WARRANTIES. I hereby represent and warrant as
follows, which representations and warranties are true and correct as of
the date of this Agreement.
(a) The information contained in this Agreement is being furnished to
you to determine whether you to determine whether my subscription
for investment in the Units maybe accepted by you in light of the
requirements of the 1933 Act and the California may accept my
subscription for investment in the Units accepted by you in light
of the requirements of the 1933 Act and the California, or in the
applicable security laws of my state of residence. In understand
that (i)_ you will rely on the information contained herein for
purposes of your determination, (ii) the Units will not be
registered under the 1933 Act, qualified under the California Act
or registered or qualified under the applicable security laws of
any other jurisdiction in reliance on the exemption from
qualification and registration afforded by such laws and (iii)
this Agreement is not an offer of investment in the Units.
(b) I and my purchaser representative(s), if any, have examined the
Memorandum and all of the Exhibits thereto.
(c) I and my purchaser representative(s), if any, have sufficient
knowledge and expertise in business, tax and financial matters to
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evaluate the merits and risks of an investment in the Units and I
have consulted with my purchaser representative(s), if any, in
connection with such evaluation.
(d) No representations or warranties, oral or otherwise, have been
make to me by the Corporation's officers or any other agents,
employees or affiliates, or any other person associated with the
offering of the Units. In entering into this transaction, I am not
relying upon any information other than the result of my own
independent investigation.
(e) I am my purchaser representative(s), if any, have analyzed and
reviewed the Memorandum and all exhibits thereto, including,
without limitation, this Agreement, and all related documents, and
have had opportunity to ask questions of and receive answers from
the Corporation's behalf, concerning the merits and risks of this
opportunity. All such questions have been answered by my
satisfaction, none of which answers are in any way inconsistent
with the Memorandum and the Exhibit thereto.
(f) I do intend or anticipate that this opportunity to be a principal
source of income. I am able to bear the substantial economic risks
of contribution to the Investment Opportunity. At the present
time, I could afford a complete loss of such contribution.
(g) The address set forth above is my true and correct residence. I
have no present intention of becoming a resident of any other
state or jurisdiction.
(h) I understand that I must bear the economic risk of an investment
in the Units for an indefinite period of time because the Units
are not registered under the 1933 Act, qualified under the
California Act nor registered or qualified under the applicable
securities laws of any other state or jurisdiction, and may not be
resold unless subsequently registered or qualified or unless an
exemption from such registration or qualification is available.
(i) All of the representations and information provided herein and any
additional information that I have furnished to the Corporation
with respect to any financial position and financial, business and
investment experience are accurate and complete as of the date
hereof. If any such representations or information become
incomplete or inaccurate after this date, I shall supply DFI with
the correct information. If there should be any material adverse
change in any such representations or information prior to my
acceptance as a shareholder, I agree to immediately furnish
accurate and complete information concerning any such material
change to DFI.
(j) I am investing in the Units for my own account, for investment
purposes only and not with a view to the sale or other
distribution thereof, in whole or in part.
1. INDEMNIFICATION. I acknowledge that I understand the meaning and legal
consequences of the representations, warranties and acknowledges
contained in this agreement, and I hereby agree to indemnify, hold
harmless and defend DFI, any corporation or entity affiliated with DFI,
the DFI's officer, directors and employees, and attorneys for DFI against
any and all loss, damage or liability (including reasonable attorney's
fees) due to or arising out of my breach of any representation or
warranty or failure to fulfill any obligation, whether contained in this
Agreement or any other document executed by me, in connection with my
subscription for the Units.
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2. NO WAIVER. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made in this Agreement by me. I do not
thereby or in any other manner waive any rights granted to me under
federal or state securities laws.
3. MANNER IN WHICH INVESTMENT IS TO BE MADE (PLEASE CHECK ONLY ONE).
____ Community property (both parties must sign)
____ Individual (if married, complete Spousal Consent Form below)
____ Joint tenants with rights of survivorship (all parties must sign)
____ Corporation (must be signed by corporate officer with corporate
resolution)*
____ Tenants in common (all parties must sign)
____ Partnership (must be signed by the general partner)*
____ As a custodian, agent or trustee*
*Please include completed Entity Questionnaire.
4. MISCELLANEOUS.
(a) This Agreement is governed by and must be construed in accordance
with laws of the State of California.
(b) This Agreement and the other documents executed by me contain the
entire agreement between the parties concerning my subscription
for the Investment Opportunity. The provisions of this Agreement
may not be amended, modified or waived, except by a written
agreement signed by me and DFI.
(c) The headings of this Agreement are for convenient reference only
and do not limit or otherwise affect
the interpretation of any term or provision hereof.
(d) This Agreement and the rights, and powers and duties set forth
herein shall, except as set forth herein, bind and inure to the
benefit of the heirs, executors, administrators, legal
representatives, others, successors and assigns of the parties
hereto.
(e) As used in this Agreement, the singular includes the plural, the
masculine includes the feminine and the neuter and vice versa.
ACCORDINGLY, desiring to become a shareholder in DFI by investing in a Unit or
Units, I hereby (a) acknowledge receipt of the Memorandum and Exhibits thereto;
and (b) execute this Subscription Agreement this ___ day of ______, 1997, and
declare that it is truthful and correct.
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(Signature of Subscriber) (Signature of Subscriber)
Print name (and title, if applicable) Print name (and title, if applicable)
SUBSCRIPTION AGREEMENT ACCEPTED:
Date: , 1997
DIPPY FOODS, INC.
A California corporation
By:
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▇▇▇ ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO
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