Subscription Agreement
5000
International
Carbon Bank & Exchange, Inc.
6651 N.W. 23rd Avenue
Gainesville,
Florida, 32606-8400, USA
International
Carbon Bank & Exchange, Inc.:
1. Subscription. By executing this subscription agreement, the
undersigned hereby agrees to purchase Units comprised of 5000 common shares
priced at $1.00 per share and an option to purchase 5000 common shares for 4
years at a purchase price of $1.75 per share (the "Securities") of International
Carbon Bank & Exchange, Inc. (the "Company"), in the amount set forth on the
signature page of this subscription agreement.
2. Representations and Warranties. The Undersigned warrants and
represents to the Company:
(a) The
Securities are being accepted by me for investment only, for my own account, and
not with a view to, or for resale in connection with, the distribution thereof,
and that the Undersigned is not participating, directly or indirectly, in an
underwriting or any such undertaking.
(b) I will
not take, or cause to be taken, any action that would cause me to be deemed an
underwriter, as defined in Section 2(11) of the Securities Act of 1933, as
amended (the "1933 Act"), of the Securities.
(c) I have
reviewed and read a copy of the Company’s Business Plan and related information
dated July 31, 2000 (the "Business Plan").
(d) I (and
my offeree representative, if any) have had an opportunity to ask questions of,
and receive answers from, persons acting on behalf of the Company to verify the
accuracy and completeness of the information set forth in the
Memorandum.
(e) I am
capable of bearing the economic risks of an investment in the Securities in that
I have adequate means of providing for my current and foreseeable needs and have
sufficient financial liquidity so that I do not anticipate any need to sell the
Securities in the foreseeable future; and
(f) I am
at least twenty-one (21) years of age, and a bona fide resident of the place set
forth below my signature, and have no present intention of becoming a residents
of any other state or jurisdiction.
3. Restrictions on Transferability of Securities. The Undersigned hereby agrees that
certificates evidencing the Securities, if any, being accepted by him shall be
stamped or otherwise imprinted with a conspicuous legend in substantially the
following form:
The
Securities represented by this certificate have been acquired pursuant to an
investment representation on the part of the Purchaser thereof and have not been
registered under the Securities Acts of any state in reliance on exemptions
contained therein or the inapplicability thereof, and have not been registered
under the Securities Act of 1933 (the 1933 Act) in reliance on exemptions
therefrom. Said Securities shall not be sold, pledged, hypothecated, donated, or
otherwise transferred, whether or not for consideration, by the Purchaser except
upon the issuance to International Carbon Bank & Exchange, Inc., (the
"Company"), of a favorable opinion of its counsel and/or the submission to the
Company of such other evidence as may be satisfactory to counsel of the Company,
in either case to the effect that any such transfer shall not be in violation of
the 1933 Act, as amended, and applicable state securities law.
The Securities or any of them shall be sold, pledged, assigned,
hypothecated, or otherwise transferred, with or without consideration
(Transfer), only upon the conditions specified in this paragraph 3. The
Undersigned realizes that by becoming a holder of the Securities pursuant to the
terms of the legend set forth above, the Undersigned agrees, prior to any
transfer, to give written notice to you by expressing the desire of the
Undersigned to effect the Transfer and describing the proposed
Transfer.
Upon receiving any such notice, the Company shall present copies thereof
to counsel for the Company and the following provisions shall
apply:
(a)
If, in the opinion of such counsel, the proposed Transfer may be effected
without registration thereof under the 1933 Act, and applicable state securities
law (the State Acts), the Company shall promptly thereafter notify the holder of
such Securities, whereupon such holder shall be entitled to effect the Transfer,
all in accordance with the terms of the notice delivered by such holder to the
Company, and upon such further terms and conditions as shall be required by the
Company in order to assure compliance with the 1933 Act and the State Acts, and
the Company will deliver upon surrender of certificates evidencing such
Securities, in exchange therefore, a new certificate not bearing the legend set
forth above, if counsel to the Company agrees that such legend is no longer
required under the 1933 Act and the State Acts.
(b)
If, in the opinion of such counsel, the Transfer may not be effected without
registration under the 1933 Act and/or State Acts, a copy of such opinion shall
promptly be delivered to the holder who had proposed the Transfer and the
Transfer shall not be made unless appropriately
registered.
The Undersigned realizes that the Securities are not registered under the
1933 Act or any State Acts, and that under the 1933 Act and State Acts, the
Securities must be held indefinitely unless they are subsequently registered
under the 1933 Act and State Acts or unless an exemption from registration is
available with respect to any proposed transfer or disposition of the
Securities. The Undersigned also acknowledges that the Company does not file
periodic reports with the Securities and Exchange Commission and Exchange Act of
1934, as amended, and has not undertaken to file any such periodic reports.
4. Payment of Subscription. Enclosed herewith is a check payable
to the order of International Carbon Bank & Exchange, Inc. in
the amount shown on the signature page of this subscription agreement. In the
event that the enclosed purchase price for the Securities is returnable to the
undersigned in accordance with the terms and conditions contained in the
Memorandum, such purchase price will be promptly returned to the undersigned,
without deduction or charge therefrom or interest thereon, as soon as
practical.
5. Notices. Any notices or other communications required or
permitted hereby shall be sufficiently given if sent by registered or certified
mail, postage prepaid, return receipt requested, and if to the Company at the
address given at the head of this Subscription Agreement, and if to the
Undersigned, at the address set forth below, or to such other address as either
the Company or the Undersigned shall designate to the other by notice in
writing.
6. Successors and Assigns. This Subscription Agreement shall be
binding upon and shall inure to the benefit of the parties hereto 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.
7. Applicable Law. This Subscription Agreement shall be governed
by and construed in accordance with the laws of the State of Florida and, to the
extent it involves any United States statute, in accordance with the laws of the
United States.
IN WITNESS WHEREOF, the
Undersigned has executed and sealed this Subscription Agreement this ___day of
_________________, 2001.
AMOUNT
OF SUBSCRIPTION
_________
Units at $5000 per Unit
$________________
_________________________________
Amount
of Subscription
Signature
_________________________________
Name (Please Print)
______________________
_________________________________
Social
Security or Employer
Street Address
Identification
Number
Name,
Address or Purchaser
_________________________________
Representative,
if any
City
State Zip
Code
_________________________________
Country
_________________________
_________________________________
Business Telephone Number
_________________________
_________________________________
Home Telephone Number