I got this in my email inbox today from Card Activation Activation Technologies.
Did any of you get it as well?
Seems they are doing a private offering and I'm the very first to know.
Hmmmmmm
PRIVATE OFFERING
SUBSCRIPTION DOCUMENTS
Card Activation Technologies Inc
SUBSCRIPTION AGREEMENT
1
Subscription. I hereby agree to purchase _________ shares of the Common Stock offered by Card Activation Technologies, Inc. (the "Company") at $0.015 per share. I will also receive one (three-year non-cancellable) Warrant to purchase one share of common stock at $0.20 for each share subscribed and one (three-year non-cancellable) Warrant to purchase one share of common stock at $0.40 for each share subscribed. The common stock will be subject to a restriction to rule 144 restrictions, however, such shares and the shares underlying the warrants will have subsequent piggyback registration rights with the company.
2. Representations and Warranties. I warrant and represent to the Company that:
a. The Securities are being purchased by me for investment only, for my own account and not with a view to the offer or sale in connection therewith, or the distribution thereof, and I am not participating, directly or indirectly, in an underwriting of any such undertaking.
b. I will not take, or cause to be taken, any action that would cause me to be deemed an underwriter of the Securities, as defined in Section 2(11) of the Securities Act of 1933, as amended (the "Act").
C.
I have had the opportunity to review the information contained in the reports and registration statement filed by the Company with the Securities and Exchange Commission (the "SEC Documents") including the following:
1. Quarterly report on Form 10 QSB for the quarter ended March 31, 2011
2. Quarterly report on Form 10-QSB for the quarter ended December 31, 2010
3. Annual report on Form 10-KSB for the year ended September 30, 2010
4. Quarterly report on Form 10-QSB for the quarter ended June 30, 2010
5. Quarterly report on Form 10-QSB for the quarter ended March 31, 2010
6. Quarterly report on Form 10-QSB for the quarter ended December 31, 2009
7. Annual report on Form 10-KSB for the year ended September 30, 2009
8. Quarterly report on Form 10-QSB for the quarter ended June 30, 2009
9. Quarterly report on Form 10-QSB for the quarter ended March 31, 2009
10. Quarterly report on Form 10-QSB for the quarter ended December 31, 2008
11. Annual report on Form 10-KSB for the year ended September 30, 2008
12. Quarterly report on Form 10- QSB for the year ended June 30, 2008
13. Quarterly report on Form 10-QSB for the quarter ended March 31, 2008
14. Quarterly report on Form 10-QSB for the quarter ended December 31, 2007
d. I (and my purchaser representative, if any) have had an opportunity to ask questions of, and receive answers from the officers of the Company to verify the accuracy and completeness of the information set
forth in the SEC Documents.
e. In determining whether to make an investment in the Securities, I am not relying on any private offering memorandum other than the SEC Documents referred to above.
f. By virtue of my net worth and by reason of my knowledge and experience in financial and business matters in general, and investments in particular, I am capable of evaluating the merits and risks of an investment in the Securities on the basis of the information contained in the SEC Documents.
g. I am capable of bearing the economic risks of an investment in the Securities.
h. My present financial condition is such that I am under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness.
i. If required to do so, I have retained to advise me, as to the merits and risks of the prospective investment in the Securities, a purchaser representative as defined in Rule 501 of Regulation D promulgated under the Act, and I have previously forwarded, or am simultaneously with the execution of this Subscription Agreement forwarding, a completed Purchaser Representative Disclosure and Acknowledgment form which were previously provided to me.
j. I hereby represent and warrant that all the representations, warranties and acknowledgments contained in this Subscription Agreement are true, accurate and complete as of the date hereof
3. Accredited or Other Special Investors. I am (initial all applicable responses):
____ A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958.
____ A business development company as defined in the Investment Company Act of 1940.
____ A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity.
____ An insurance company as defined in Section 2(13) of the Act.
____ An investment company registered under the Investment Company Act of 1940.
____ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000.
____ A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
___ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000.
____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net work together with his/her spouse, exceeds $1,000,000.
____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated per son as described in Section 506(b)(2)(ii) of Regulation D.
____ A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person's spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year.
____ A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity's equity owners fall into one or more of the categories enumerated above.
4. Restrictions on Transferability. I hereby agree that the Securities being purchased by me shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:
The securities represented by this certificate may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933 (the "Act"), or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the issuer.
I further agree that the Securities may also be stamped with any other legend(s) required by applicable state securities laws (the "State Acts"),
The Securities shall be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration ("Transfer") only pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is established to the satisfaction of the Company, which may include an opinion of my counsel, which cost shall be borne by me, as to the availability of such an exemption. I realize that by becoming a holder of the Securities pursuant to the terms of the legend set forth above, I agree, prior to any Transfer, to give written notice to the Company expressing my desire 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 Act and 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 this 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 Act and the State Acts, and the Company will deliver upon surrender of the Securities,
or any part thereof, in exchange therefor, a new Certificate not bearing a legend of the character set forth above, if counsel to the Company agrees that such legend is no longer required under the Act and the State Acts.
b. If, in the opinion of such counsel, the Transfer may not be effected without registration under the Act and/or the 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 registration of the Transfer is then in effect.
I realize that the Securities, or any part thereof, are not, and may not be, registered under the Act, and that the Company does not file and does not intend to file periodic reports with the Securities and Exchange Commission pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended. I also understand that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Act or the State Acts, and that the Company has not agreed to comply with any exemption under the Act or the State Acts for the resale of the Securities. For example, the Company has not agreed to supply such information as would be required to enable routine sales of the Securities or any part thereof, to be made under the provisions of certain rules respecting "restricted securities" promulgated under the Act by the Securities and Exchange Commission. Hence, it is my understanding that by virtue of the provisions of certain rules respecting "restricted securities" promulgated under the Act, the Securities which I am agreeing to purchase pursuant hereto must be held indefinitely, unless and until the Securities are subsequently registered under the Act and/or the State Acts or unless an exemption from such registration is available, in which case I may still be limited as to the amount of the Securities that may be sold.
5. Payment of Subscription. Enclosed herewith is a copy of a bank wire, personal check (or bank cashier's certified check) payable to the order of " Card Activation Technologies Inc." in the amount of _____________ for the Securities purchased. I recognize that if my subscription is rejected, in whole or in part, the funds delivered herewith, to the extent that my subscription has been rejected, will be returned to me without deduction therefrom or interest thereon, as soon as practicable.
6. 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 to which this letter Subscription Agreement is addressed, and, if to me, at the address set forth below my signature hereto, or to such other addresses as either the Company or I shall designate to the other by notice in writing.
7. Successors and Assign. 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 my personal and legal representatives, heirs, guardians, successors and permitted assignees.
8. Reliance Upon Representations. I understand that the Company is relying upon the accuracy of the representations and warranties which I have made in this agreement. I agree to indemnify the Company for any loss they may suffer as the result of any false or misleading warranty, representation or statement of facts which I have made in connection with the purchase of the Securities.
9.
Applicable Law. This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware and, to the extent it involves any United States statute, in accordance with the laws of the United States.
IN WITNESS WHEREOF, I have executed and seated this Subscription Agreement this July 22, 2011.
______________________ ______________________________
Typed or Printed Name Signature of Subscriber
_______________________
Social Security or Tax Id. # Residence Address
_______________________________
City, State & Zip Code
ACCEPTED:
Card Activation Technologies
By: ________________________
Dated: July 22, 2011
RETURN THIS SUBSCRIPTION AGREEMENT TO:
Card Activation Technologies Inc
1930 Village Center Cir
#3-722
Las Vegas, NV 89134 Attn: Robert H. Kite
602-692-3154
Fax No.480-970-1540
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