SUBSCRIPTION AGREEMENT --- USCAcryptoUS $50M REG A+ Tier II
The Board of Directors of THE "iBT" NETWORK - Compliance Officer - L.W. Dusty Brogdon
Ladies and Gentlemen:
It is understood that up to 50,000 (Fifty-thousand) Shares/Tokens of common stock (the “Common Shares”)
of The Internet Business Trader (“TIBT” or the “Company”) are being offered for sale at the purchase price
of $1000.00 (One-thousand-dollars) for each Common Share/Token, pursuant to an exemption from the
registration provisions of the Securities Act of 1933, as amended, (the “Act”), and the state securities laws
of each of the states of Texas where the Common Shares will be offered and sold pursuant to the
Small Company Offering Registration program.
The undersigned (hereinafter referred to as the “Subscriber”) hereby subscribes for the number of Common Shares set forth on the signature pages hereof
(and Subscribers who are corporations, trusts or partnerships must also sign the certification.
There is a $1000 minimum investment per Subscriber (One Shares/Token).
Accompanying this Agreement is the Subscriber’s check in the amount of $1000.00 multiplied by the number of Common Shares/Tokens -ONE- purchased, payable to "Internet Business Trader" or our Trust Representative in payment of the purchase price for the Common Shares subscribed for hereby (the “Payment”).
The Subscriber must pay by check, money order or wire transfer payable to “Internet Business Trader”.
If the Company rejects the Subscriber’s subscription in whole, the Company will return this Agreement and the Payment.
If the Company accepts the Subscriber’s subscription, in whole or in part, a copy of this Agreement will be returned to the Subscriber as its receipt.
This will confirm the subscription and indicate how much of the subscription the Company has accepted.
If the funds are received by an Acting Escrow Agent, stock certificates will be issued by the company within ten (10) days thereafter.
After that, the Subscriber will be mailed stock certificates no more than fifteen (15) days after the Company mailed written confirmation of its
acceptance of the subscription.
2. Representations, Warranties and Covenants of the Subscriber.
2.1 The Subscriber, by executing and delivering this Subscription Agreement, hereby represents and warrants to the Company:
2 (a) The Subscriber and its attorney, accountant and/or purchaser representative have been afforded the opportunity to ask the Company questions of and receive answers from the officers and directors of the Company concerning the terms and conditions of the Confidential Form U-7 Disclosure Document for the Common Shares (the “Disclosure Document”) and to obtain any additional information which the officers and directors possess or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the Subscriber by the Company.
(b) The undersigned has been directed to read and has considered the contents of the Disclosure Document, including, without limitation, the material set forth under “Risk Factors”, and “Suitability Standards” and the undersigned confirms that, except as set forth in the Disclosure Document, no representations or warranties have been made to the undersigned by the Company or its officers and directors, or any agent, employee or affiliate of any of them, and that in entering into this transaction they are not relying upon information, other than that contained in the Disclosure Document and the Exhibits attached thereto, and the results of their own independent investigation.
(c) The Subscriber had adequate means of providing for its current needs and possible personal contingencies and is able to bear the risks of an investment in the Common Shares (i.e., it can afford a complete loss).
(d) The Subscriber understands that no trading market exists for the Common Shares and that there is no assurance that a trading market will develop,
and therefore, the Subscriber may not be able to readily liquidate its investment in the Common Shares.
(e) If an individual, the Subscriber is a citizen of the United States (the Company shall have the right to waive this condition), at least 21 years of age and
a bona fide resident and domiciliary (not a temporary or transient resident) of the State hereinafter set forth adjacent to the signature of the undersigned,
and the Subscriber has no present intention of becoming a resident of any other State or jurisdiction.
2.2 The Common Shares are “restricted securities” and have not been registered under the Act and are being sold in reliance upon the exemption contained
in the Form U-7 Disclosure Document and pursuant to the appropriate provisions of applicable state securities laws.
A purchaser of the Common Shares will have no rights of registration and will not be able to sell and or otherwise dispose of their Common Shares unless a registration statement is in effect and/or an exemption from the registration requirements of said act is available.
2.3 The Subscriber hereby agrees that it will not sell, transfer or otherwise dispose of the Common Shares unless,
in the opinion of counsel to the Company, such sale, transfer or disposition may be legally made without
(i) registration under the Act, and/or
(ii) registration and or qualification under the then applicable state and/or federal statutes, or such sale,
transfer or disposition shall have been so registered and/or qualified and an appropriate prospectus shall then be in effect.
3. The Company will use reasonable efforts to confirm that the Subscriber has such knowledge and experience in financial and business matter to be capable of evaluating the merits and risks of the proposed investment, or, together with its purchaser representative, and its business and tax advisors.
4. Common Stock.
Holders of Common Shares are entitled to dividends when and as declared by the Board of Directors from funds legally available, and upon liquidation, are entitled to share pro rata in any distribution to shareholders after payment of any liquidation preference to holders of Preferred Stock, if any, and to holders of any debt of the Company. Holders of Common Shares have one
(1) non-cumulative vote per share held as to all matters voted on by the stockholders of the Company.
5. Company Purchase Right.
5.1 In the event time that the Subscriber proposes to sell any Common Shares to a third party based on a written offer made by such third party, the Subscriber shall be obligated to first offer to sell such Common Shares to the Company at the same price and on the same terms as the third-party offer made to the Subscriber. The offer to the Company to purchase the Common Shares shall remain open and irrevocable for a period of five (5) business days after delivery of the third-party written offer to the Company.
5.2 Notice of the Company’s election to accept, in whole or in part, such third-party offer shall be made in writing and signed by an officer of the Company, specifying the number of the Common Shares that the Company elects to purchase. The Company’s election shall be delivered to the Subscriber prior to the expiration of the offer to the Company. The sale to the Company shall be closed by the delivery of the Subscriber’s share certificate(s) in exchange for the purchase price by the later of
(i) the time specified in the third-party offer, or
(ii) thirty (30) days after the Company’s acceptance of the offer.
6.1 All notices or other communications given or made hereunder shall be in writing and shall be delivered by hand or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned, at the respective address set forth herein, and to the Company at the addresses set forth above.
6.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and wholly performed in that State.
6.3 This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by the party to be bound thereby.
6.4 This Subscription Agreement is not transferable or assignable by the Subscriber.
6.5 All references in this Agreement to the “Subscriber” shall include all parties (other than the Company) who execute this Agreement.
If the Subscriber is a corporation, partnership, trust or two or more individuals purchasing jointly, note the specific instructions for the Certificate of Corporate, Partnership, Trust and Joint Purchasers.
Please date and sign the certificate.
7. Acceptance of Subscription.
It is understood that this subscription is not binding upon the Company until the Company accepts it, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return the Payment to the Subscriber, without interest, and the Company and the Subscriber shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, a pro rated amount of the Payment will be returned to the Subscriber, without interest.