MINT CAPITAL, INC. SUBSCRIPTION AGREEMENT
EXHIBIT 10.1
Investor: _________________
In order
to subscribe for shares of Common Stock, par value $.001 per share, of Mint Capital, Inc. a Florida
corporation (the “Company”), a prospective
investor must complete and execute the subscription documents contained in this
booklet in accordance with the instructions set forth herein. Upon completion
and execution of these documents, this entire booklet, together with the
appropriate payment described herein either by check or wire transfer, pursuant
to the instructions attached, should be returned to:
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Subscriptions
from suitable prospective investors will be accepted at the sole discretion of
the Company after receipt of all subscription documents, properly completed and
executed, with the appropriate payment. If your subscription is not
accepted, your original documents and payments will be returned to you without
interest.
Please be
sure your name appears exactly the same way in each signature and in each place
where it is marked in the documents.
If you
have any questions concerning completion of these subscription documents, please
contact ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Incorporator of the Company, at (▇▇▇)
▇▇▇-▇▇▇▇.
ALL
INVESTORS MUST COMPLETE PAGES 1-5 OF THESE SUBSCRIPTION DOCUMENTS, ALONG WITH
THE APPLICABLE INVESTOR QUALIFICATION QUESTIONNAIRE APPLICABLE TO THE TYPE OF
INVESTOR SET FORTH BELOW.
THE
SECURITIES BEING OFFERED BY MINT CAPITAL, INC. HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE BLUE SKY OR
SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION PROM THE REGISTRATION
PROVISIONS OF SUCH LAWS.
THESE
SECURITIES CANNOT HE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT
IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK
SUBSCRIPTION AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.
ALL
INVESTORS MUST READ PAGES 1-4
AND
COMPLETE AND SIGN THE SIGNATURE PAGE (PAGE 5)
SUBSCRIPTION
APPLICATION
AND
SIGNATURE PAGE
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇. 33401
Ladies
and Gentlemen:
The undersigned hereby subscribes for
and agrees to purchase the number of shares of Common Stock (the “Shares”) of Mint Capital, Inc., a Florida
corporation (the “Company” or “MINT”), set forth
on the signature page to this Subscription Application, at a purchase price
equal to $0.001 per Share and upon the terms and conditions set forth below.
There is no minimum aggregate subscription amount required under this offering
(the “Offering”), and
all funds received in connection with the sale of the Shares hereunder will be
immediately available to be held and used by the Company for general corporate
purposes.
|
1.
|
General Investor
Representations and Warranties. By executing this
Subscription Application, the undersigned acknowledges, warrants, and
represents as follows:
|
|
a.
|
The
undersigned understands that the Company is a newly created startup
company that was recently formed, has conducted no business operations
other than organizational activities. The Company has no full
time employees and owns no real estate or personal
property. The Company was formed as a vehicle to pursue a
business combination and has made no efforts to identify any possible
business combination. The Company has not conducted
negotiations or entered into a letter of intent concerning any target
business. The purpose of the business is to seek the
acquisition or merger with, an existing company. The undersigned further
understands that no shares of the Company’s capital stock including the
shares to be sold herein have been registered under the Securities Act of
1933, as amended (the “Act”), and there
currently is no market for the Company’s common
stock.
|
|
b.
|
The
undersigned has, either alone or with the assistance of a professional
advisor, sufficient knowledge and experience in financial and business
matters that the undersigned believes himself/herself capable of
evaluating the merits and risks of the prospective investment in the
Shares and the suitability of an investment in the Shares in light of the
undersigned’s financial condition and investment needs, and legal, tax and
accounting matters.
|
|
c.
|
The
undersigned has been given access to full and complete information
regarding the Company and has utilized such access to the undersigned’s
satisfaction for the purpose of obtaining information. Particularly, the
undersigned has been given reasonable opportunity to meet with Company
representatives for the purpose of asking questions of, and receiving
answers from, such representatives concerning the terms and conditions of
the Offering and to obtain any additional information, to the extent
reasonably available, necessary to verify the accuracy of information
contained herein.
|
|
d.
|
The
undersigned is an “accredited investor” as defined in Rule 501(a) of
Regulation D promulgated under the Act. This representation is
based on the information provided by the undersigned and set forth on the
Investor Qualification Questionnaire attached
hereto.
|
|
e.
|
The
undersigned recognizes that an investment in the Shares involves a high
degree of risk, including, but not limited to, the risk of losing
his/her/its entire investment.
|
|
f.
|
No
federal or state agency, including the United States Securities and
Exchange Commission or the securities commission or authority of any
state, has approved or disapproved the Shares, passed upon or endorsed the
merits of the Offering of the Shares or the accuracy or adequacy of the
Disclosure Documents, or made any finding or determination as to fairness
of the Shares for public sale.
|
|
g.
|
The
undersigned has been encouraged to rely upon the advice of the
undersigned’s legal counsel and accountants or other financial advisors
with respect to tax and other considerations relating to the purchase of
Shares. The undersigned is not relying upon the Company with
respect to the economic considerations involved in determining to make an
investment in the Shares.
|
|
2.
|
Investment Purpose of
Subscriber. The undersigned represents and warrants that
it is the undersigned’s intention to acquire the Shares for the account of
the undersigned and for investment purposes and not with a view to resell
the Shares in connection with any distribution thereof. In
order to assure the Company that the undersigned has no present intention
to resell or dispose of the Shares, the undersigned further represents and
warrants the following facts:
|
|
a.
|
The
undersigned intends to receive and hold the Shares for the undersigned’s
personal account.
|
|
b.
|
The
undersigned has no contract, undertaking, agreement or arrangement with
any person or entity to sell or transfer the Shares to any such person or
entity or to have any such person or entity sell the Shares on behalf of
the undersigned.
|
|
c.
|
The
undersigned has no need for immediate liquidity with respect to
his/her/its investments and has sufficient income to meet the
undersigned’s current and anticipated obligations. The loss of
the undersigned’s entire investment in the Shares would not cause
financial hardship to the undersigned and would not adversely affect the
undersigned’s current standard of living. In addition, the
overall commitment of the undersigned to investments that are not readily
marketable is not disproportionate to the undersigned’s net worth and the
undersigned’s investment in the Shares will not cause such overall
commitment to become excessive.
|
|
d.
|
The
undersigned is not aware of any occurrence, event, or circumstance upon
the happening of which the undersigned intends to transfer or sell the
Shares and the undersigned does not have any present intention to transfer
or sell the Shares after a lapse of any particular period of
time.
|
|
e.
|
The
undersigned has been informed that in the view of the certain state
securities commissions, a purchase of Shares with a current intent to
resell, by reason of any foreseeable specific contingency or anticipated
change in market values, any change in the condition of the Company or the
Company’s industry, or in connection with a contemplated liquidation or
settlement of any loan obtained for the acquisition of the Shares, would
represent a purchase with an intent inconsistent with the representations
set forth above, and that certain state securities commissions, might
regard such sale or disposition as a deferred sale with regard to which an
exemption from registration is not
available.
|
|
f.
|
The
undersigned represents and agrees that if, contrary to the foregoing
representations and warranties, the undersigned should later desire to
dispose of or transfer any of the Shares in any manner, the undersigned
shall not do so without first obtaining (i) an opinion of counsel
satisfactory to the Company that such proposed disposition or transfer may
be made lawfully without the registration of the Shares pursuant to the
Act and applicable state laws, or (ii) registration of such
Shares.
|
|
g.
|
The
undersigned, if other than an individual, represents and warrants that (i)
it was not organized for the specific purpose of acquiring the Shares and
(ii) this subscription has been duly authorized by all necessary action on
the part of the undersigned, has been duly executed by an authorized
officer or representative of the undersigned, and is a legal, valid and
binding obligation of the undersigned enforceable in accordance with its
terms.
|
|
3.
|
Registration Status of Shares;
Restrictions on Transferability. The undersigned
understands, acknowledges and agrees
that:
|
|
a.
|
The
Shares to be issued in connection with this subscription have not been
registered under the Act or under applicable state securities acts on the
grounds that the Shares are being issued in a transaction (i) involving a
limited group of knowledgeable investors fully familiar with the affairs
and proposed operations of the Company, and (ii) not involving a public
offering and that, consequently, such transaction is exempt from
registration under the Act and the state securities acts. The
Company will rely on the undersigned’s representations herein and in the
Investor Qualification Questionnaire as a basis for the exemption from
registration.
|
|
b.
|
The
Shares may not be sold, transferred or otherwise disposed of except
pursuant to an effective registration statement or appropriate exemption
from registration under applicable state law and, as a result, the
undersigned must comply with the transfer requirements set forth in
Paragraph 3(f) above and may be required to hold the Shares for an
indefinite period of time.
|
|
c.
|
The
Company is under no obligation to file a registration statement with
respect to the Shares. Furthermore, the provisions of Rule 144 under the
Act will permit resale of the Shares only under limited
circumstances. For example, the Shares must be held by the
undersigned for at least one year before they can be sold pursuant to Rule
144 and even then such sales will be further restricted by certain volume
limitations.
|
|
4.
|
Legend on Certificates to be
Issued. The undersigned understands and acknowledges that the stock
certificate representing the Shares subscribed for hereby and to be issued
by the Company upon acceptance of this Subscription Application will
contain substantially the following
legends:
|
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (the “Act”), OR APPLICABLE STATE SECURITIES
LAWS. NO SALE OR ASSIGNMENT OF THE SHARES REPRESENTED BY THIS
CERTIFICATE SHALL BE MADE EXCEPT IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS THE HOLDER
SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
PROPOSED DISPOSITION OR TRANSFER LAWFULLY MAY BE MADE WITHOUT REGISTRATION OF
SUCH SHARES PURSUANT TO APPLICABLE SECURITIES LAWS, OR SUCH
REGISTRATION.
|
5.
|
Binding
Effect. Upon acceptance by the Company, this
Subscription Application shall be binding upon and shall inure to the
benefit of the Company and the undersigned and to the successors and
assigns of the Company and to the personal and legal representatives,
heirs, guardians, successors, and permitted assignees of the
undersigned.
|
|
6.
|
Further Acts and
Assurances. Upon request, the undersigned agrees to furnish to the
Company such additional information as may be deemed necessary to
determine the undersigned’s suitability as an
investor.
|
[The
remainder of this page is intentionally left blank.]
INVESTOR
SIGNATURE PAGE
THE UNDERSIGNED IS SUBSCRIBING FOR THE
NUMBER OF SHARES SET FORTH BELOW PURSUANT TO THIS SUBSCRIPTION APPLICATION AND
IS DELIVERING HEREWITH AN AMOUNT EQUAL TO THE AGGREGATE PURCHASE PRICE SET FORTH
BELOW.
Number of Shares
$
0.001
Purchase
Price/Share Aggregate
Purchase Price
Date
Signed Signature
of
Investor (Additional
signature if required)
PRINT Name of Individual, Corporation,
Partnership, Plan or Trust
Social Security No. or Federal Tax
I.D. No. under which Shares shall be registered
INDIVIDUAL
INVESTOR QUALIFICATION QUESTIONNAIRE
(Individual Investors Must
Complete This Page)
1. GENERAL
INFORMATION FOR INDIVIDUAL INVESTORS.
Check One:
|
ð
|
Individual
Ownership
|
|
ð
|
Joint
tenants with right of survivorship*
|
|
ð
|
Community
property*
|
|
ð
|
Tenants
in common*
|
|
ð
|
Individual
ownership pursuant to purchases under the Uniform Gift to minors
Acts**
|
|
ð
|
Other:
|
|
|
Name of
Beneficiary under Uniform Gift to Minors Act Social Security No.
of Beneficiary
*
Signatures of all parties required. Each Co-Investor (other than a
spouse) must complete and sign a separate Subscription Application and Investor
Qualification Questionnaire.
** All
information requested in connection with investments under the Uniform Gift to
Minors Act should be given on behalf of the adult custodian, not the minor
beneficiary.
PLEASE
PRINT THE EXACT NAME(S) UNDER WHICH YOUR SHARES ARE TO BE
REGISTERED:
State of
Principal Residence:
Home
Address:
(Address
-- No P.O. Boxes please)
City: State: Zip
Code:
Address
where you want our mail sent if different than above:
(Address
-- No P.O. Boxes please)
City: State: Zip
Code:
Home
Telephone
Number: ( )
Business
Telephone
Number: ( )
Facsimile
Number: ( )
Email
Address:
2. ACCREDITED
INVESTOR STATUS.
2.1 Accredited
Investor Status: Please complete each of the following
certifications:
|
|
(a)
|
I
certify that I have an individual net worth (or a joint net worth with my
spouse) in excess of $1,000,000 (including without limitation homes, home
furnishings and automobiles).
|
|
o Yes
|
o No
|
|
|
(b)
|
I
certify that I had individual income (excluding and income of my spouse)
of more than $200,000 in each of the previous two calendar years or joint
income with my spouse in excess of $300,000 in each of those years and I
reasonably expect to reach the same income level in the current
year.
|
|
o Yes
|
o No
|
|
|
(c)
|
I
certify that I am a director or executive officer of the
Company
|
|
o Yes
|
o No
|
TRUST
INVESTOR QUALIFICATION QUESTIONNAIRE
|
|
(Trust Investors Must
Complete This Page)
|
|
1.
|
TRUST
INVESTORS
|
|
|
1.1
|
Name
of Trust:
|
|
|
|
|
1.2
|
Trustee(s):
|
|
|
|
|
Name
|
|
|
|
|
Address
|
|
|
|
|
Telephone
Number
|
|
|
|
|
Email
Address
|
|
|
1.3
|
Date
of Establishment:
|
|
|
1.4
|
State
in which Settled:
|
|
|
1.5
|
Number
of Beneficiaries:
|
|
|
1.6
|
Has
the Trust been formed for the specific purpose of investing in
Shares?
|
|
o Yes
|
o No
|
|
|
1.7
|
Type
of Trust: (Check One)
|
|
o Revocable
|
o Irrevocable
|
|
|
Name
of Grantor(s) (persons establishing the trust) of Revocable
Trust:
|
IF
THE TRUST IS REVOCABLE, DO NOT COMPLETE THE REMAINDER OF THIS TRUST INVESTOR
QUALIFICATION QUESTIONNAIRE AND HAVE EACH GRANTOR COMPLETE EXHIBIT
A. IF THE TRUST IS IRREVOCABLE, COMLETE THE REMAINDER OF THIS TRUST
INVESTOR QUALIFICATION QUESTIONNAIRE.
|
2.
|
ACCREDITED INVESTOR
STATUS. Please complete each of the following
certifications:
|
|
|
2.1
|
The
undersigned Trust has as its trustee a bank as defined in Section 3(a)(2)
of the Securities Act of 1933, as amended, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act of 1933, as amended.
|
|
o Yes
|
o No
|
|
|
2.2
|
The
undersigned Trust certifies that it has total assets in excess of
$5,000,000, was not formed for the specific purpose of acquiring the
Shares and is directed by a sophisticated person as defined in Rule
506(b)(2)(ii) under the Securities Act of 1933, as amended (i.e., a person
who has such knowledge and experience in financial and business matters
that he or she is capable of evaluating the merits and risks of an
investment in the Shares).
|
|
o Yes
|
o No
|
PLAN
INVESTOR QUALIFICATION QUESTIONNAIRE
(▇▇▇/Qualified
Pension, Profit Sharing or Stock/▇▇▇▇▇ Investors Must Complete This
Page)
1. PLAN
INVESTORS
1.1 Name
of Plan:
|
|
1.2
(a)
|
Type
of Plan: o Qualified
Pension, Profit Sharing or Stock Bonus Plan
|
▇
▇▇▇▇▇
|
o ▇▇▇
|
|
|
o Other
(Specify):
|
|
|
1.2(b)
|
Plan
Fiduciaries:
|
|
|
Name
Address
Telephone Number
Email Address
1.3 Date
of Establishment:
1.4 State
in which Organized:
|
|
1.5
|
Has
the subscribing Plan been formed for the specific purpose of investing in
Shares?
|
|
o Yes
|
o No
|
|
|
1.6(a)
|
Does
each Plan participant who will invest in Shares (i) have the power to
direct his/her investments and (ii) intend to invest in Shares pursuant to
the exercise of such power?
|
|
o Yes
|
o No
|
|
|
1.6(b)
|
Does
the Plan have one Plan participant or provide for segregated accounts for
each Plan participant?
|
|
o Yes
|
o No
|
|
|
1.6(c)
|
Does
the undersigned Plan certify that investment decisions are made solely by
persons that are accredited
investors?
|
|
o Yes
|
o No
|
IF
THE PLAN ANSWERED YES TO BOTH QUESTIONS 1.6(a) AND 1.6(b) ABOVE OR TO QUESTION
1.6(c) ABOVE, THEN
|
|
(a)
|
(i) List
Number of Plan participants:
|
|
|
(ii) Name
participant(s) who will invest in
Shares:
|
|
|
Name
|
Address
|
Telephone
No.
|
|
and
(b):
|
EACH PLAN PARTICIPANT INVESTING
IN SHARES SHOULD COMPLETE EXHIBIT A, AND THE PLAN SHOULD NOT COMPLETE
SECTION 2 BELOW.
|
IF
THE PLAN DID NOT ANSWER YES TO BOTH QUESTIONS 1.6(a) AND 1.6(b) ABOVE OR TO
QUESTION 1.6(c) ABOVE, THEN THE PLAN MUST COMPLETE SECTION 2.
2. ACCREDITED INVESTOR
STATUS.
|
|
2.1
|
The
undersigned Plan certifies that it is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”) and either (i) has total assets in excess of $5,000,000, (ii)
has its investment decisions made by a fiduciary, as defined in Section
3(21) of ERISA, which is either a bank, savings and loan association,
insurance company or registered investment adviser, or (iii) is a
self-directed plan with investment decisions made solely by persons that
are “accredited investors” as defined by Rule 501(a) of the Securities Act
of 1933, as amended.
|
o Yes o No
|
|
2.2
|
The
undersigned Plan certifies that it 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 and
such plan has assets in excess of
$5,000,000.
|
o Yes o No
CORPORATE,
PARTNERSHIP, OR LIMITED LIABILITY COMPANY INVESTOR QUALIFICATION
QUESTIONNAIRE
(Corporate,
Partnership, or Limited Liability Company Investors Must Complete This
Page)
|
1.
|
GENERAL
INFORMATION FOR CORPORATE, PARTNERSHIP OR LLC
INVESTORS
|
|
|
1.1
|
Name
of Corporation, Partnership or LLC:
|
|
|
|
|
1.2
|
Date
of Formation:
|
|
|
1.3
|
State
of Incorporation/Organization:
|
|
|
1.4
|
Type
of Organization:
|
|
|
1.5
|
Has
the subscribing entity been formed for the specific purpose of investing
in Shares?
|
|
o Yes
|
o No
|
|
|
|
|
Address
|
|
|
|
|
Telephone
Number
|
|
|
|
|
Email
Address
|
|
2.
|
ACCREDITED
INVESTOR STATUS.
|
Please
complete each of the following certification:
|
|
2.1
|
The
undersigned Investor certifies that EACH one of its equity holders meets
at least one of the following conditions set forth in statement 2.1(i),
(ii) or (iii) below.
|
|
o Yes
|
o No
|
|
|
(a)
|
Such
equity holder is a natural person whose individual net worth (or joint net
worth his/her spouse) exceeds
$1,000,000.
|
|
|
(b)
|
Such
equity holder is a natural person who had an individual income in excess
of $200,000 in each of the previous two calendar years or joint income
with such person’s spouse in excess of $300,000 in each of those years and
who reasonably expects to reach the same income level for the current
calendar year.
|
|
|
(c)
|
Such
equity holder is an entity and all of the equity holders, respectively, of
such entity can answer yes to statement 2.1(i) of 2.1(ii) above or is
otherwise an “accredited investor” as defined by Rule 501(a) of the
Securities Act of 1933, as amended.
|
IF
THE INVESTOR HAS ANSWERED YES TO QUESTION 2.1 ABOVE, THE INVESTOR MAY SKIP
QUESTIONS 2.2 THROUGH 2.8. IF THE INVESTOR HAS ANSWERED NO TO
QUESTION 2.1 ABOVE, QUESTIONS 2.2 THROUGH 2.8 MUST BE ANSWERED.
|
|
2.2
|
The
undersigned Investor certifies that (i) it has total assets in excess of
$5,000,000, (ii) it is either an organization described in Section
501(c)(3) if the Internal Revenue Code, a corporation, a Massachusetts or
similar business trust, or a partnership, and (iii) it was not formed for
the specific purpose of investing in
Shares.
|
|
o Yes
|
o No
|
|
|
2.3
|
The
undersigned Investor certifies that it is a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended
and purchasing Shares for its own
account.
|
|
o Yes
|
o No
|
|
|
2.4
|
The
undersigned Investor certifies that it is a private business development
company as defined in Section 202(a)(22) of the Investment Advisors Act of
1940.
|
|
o Yes
|
o No
|
|
|
2.5
|
The
undersigned Investor certifies that it is a bank or savings and loan
association as defined in the Sections 3(a)(2) and 3(a)(5)(A),
respectively, of the Securities Act of 1933, as amended acting either in
its individual or fiduciary
capacity.
|
|
o Yes
|
o No
|
|
|
2.6
|
The
undersigned Investor certifies that it is an insurance company as defined
in Section 2(13) of the Securities Act of 1933, as
amended.
|
|
o Yes
|
o No
|
|
|
2.7
|
The
undersigned Investor certifies that it is an investment company registered
under the Investment Company Act of 1940 or a business development company
as defined in Section 2(a)(48) of the Investment Company Act of
1940.
|
|
o Yes
|
o No
|
|
|
2.8
|
The
undersigned Investor certifies that it is 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.
|
|
o Yes
|
o No
|
ACCEPTANCE
On behalf of Mint Capital, Inc., the
undersigned authorized officer hereby accepts the foregoing Subscription
Application and agrees to cause certificates representing the Shares to the
foregoing subscriber.
Dated: MINT CAPITAL,
INC.
By:____________________________
Its: