EX-4 3 subscriptionagreement.txt SUBSCRIPTION AGREEMENT Exhibit 4.01 SUBSCRIPTION AGREEMENT Demand Financial International Ltd. ("Company") and the person executing this subscription agreement hereby agree as follows: 1. Subscription for Shares. I (sometimes referred to herein as the ------------------------ "Investor") hereby subscribe for and agree to purchase $_______________ worth of the common stock ("Common Stock") being offered by the Company at $0.05 per share ("Shares") described in the Prospectus dated DATE OF PROSPECTUS of the Company ("Prospectus") upon the terms and conditions of the offering described in the Prospectus. 2. Offering Period. The Shares are currently being offered by the ---------------- Company through DATE OF TERMINATION OFFERING ("Termination Date"). 3. Investor Delivery of Documents and Payment. I hereby tender to the ------------------------------------------ Company (i) the full purchase price by check or wire and (ii) two manually executed copies of this Subscription Agreement. Prior to the acceptance of the subscription by the Company or the return of the subscription amount, the funds will not be held in an escrow account but will be the property of the Company. 4. Acceptance or Rejection of Subscription. The Company has the right --------------------------------------- to reject this subscription for Shares, in whole or in part for any reason and at any time prior to it being accepted. In the event of the rejection of this subscription, my subscription amount paid will be returned promptly to me without interest or deduction and this Subscription Agreement will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by me until two copies of this Subscription Agreement have been executed by me and countersigned by the Company and a closing with respect to my subscription has occurred. 5. Closing and Delivery of Shares. Closings will occur on a rolling ------------------------------- basis from time to time at the discretion of the Company, at the offices of the Company, at any time prior to the Termination Date. In the event my subscription is accepted, the certificates representing the Shares will be delivered promptly to me, along with a fully executed version of this Agreement within ten business days. 6. Investor Representations and Warranties. I acknowledge, represent --------------------------------------- and warrant to the Company as follows: 6.1 Obligations of the Company and the Investor. The Company has ------------------------------------------- no obligation to me other than as set forth in this Agreement. I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Shares to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Shares becomes effective. If, prior to the final consummation of the offer and sale of the Shares, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Company and supply the Company promptly with corrective information. SUBSCRIPTION AGREEMENT COMPANY NAME PAGE 2 OF 3 6.2 Information About the Company. ----------------------------- (1) I have read the Prospectus and fully understand the Prospectus, including the Section entitled "Risk Factors". I understand that there is no assurance as to the future performance of the Company. I have not relied on information other than what can be found in the Prospectus in making my decision to invest in the Shares. (2) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company. 7. Entity Authority. If the Investor is a corporation, partnership, ----------------- company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. 8. Governing Law and Jurisdiction. This Subscription Agreement will be ------------------------------ deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respect by the internal laws of the State of New York. Each of the Company and the Investor hereby (i) agrees that any legal suit, action or preceding arising out of or relating to his Subscription Agreement will be instituted exclusively in New York State Supreme Court, County of County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York and the United States District Court for the Southern District of New York in any such suit, action or proceeding, (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York, and (v) agrees that service of process upon it mailed by certified mail to its address set forth on my signature page will be deemed in every respect effective service of process upon it in any suit, action or proceeding. 9. Counterparts. This Subscription Agreement may be executed in one or ------------ more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile signature. 10. Benefit. This Subscription Agreement is binding upon and inures to ------- the benefit of the parties hereto and their respective heirs, executors, personal representative, successors and assigns. 11. Notices. All notices, offers, acceptance and nay other acts under ------- this Subscription Agreement (except payment) must be in writing, and is sufficiently given if delivered to the addresses in person, by overnight courier service, or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after being placed in the mail if mailed, or upon receipt or refusal or receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed to a party. All communication to me should be sent to my preferred address on the signature page hereto. All communications to the Company should be sent to Mr. Howard Geisler, Vice-President, Demand Financial International Ltd., 141 Adelaide St. West #1004,Toronto, Ontario, Canada M5H 3L5. Each party may designate another address by notice to the other parties. SUBSCRIPTION AGREEMENT COMPANY NAME PAGE 3 OF 3 12. Oral Evidence. This Subscription Agreement constitutes the entire ------------- agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought. 13. Section Headings. Section headings herein have been inserted for ----------------- reference only and will not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement. 14. Survival of Representations. Warranties and Agreements. The ----------------------------- representations, warranties and agreements contained herein will survive the delivery of, and the payment for, the Shares. 15. Acceptance of Subscription. The Company may accept this ------------------------------ Subscription Agreement at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter. SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION --------------------------------------- Name:_____________________ Name of Joint Investor (if any):__________________ Residence Address: __________________________________________________________ Telephone: (H)__________________ (W) __________________ Fax _________________ Occupation: ___________________________ Employer: ___________________________ Business Address: ___________________________________________________________ Send communications to: | | Home | | Office | | E-Mail: E-mail address: _______________________ Age: _______ Social Security Number: _______________________ Check manner in which Shares are to be held: | | Individual | | Tenants in | | Joint Tenants with Ownership Common Right of Survivorship (both parties must sign) | | Community | | Other (please indicate) Property ---------------------- ________________________________________________________________________________ ALL INVESTORS MUST SIGN The foregoing subscription is AND PRINT NAME BELOW: accepted and the Company hereby agrees to be bound by its terms. Signature: __________________________ COMPANY NAME Print Name: __________________________ Signature: By:____________________________ __________________________ Name: Howard Geisler Print Name: Title: Vice-President __________________________ Date: _______________________________________________________________________________ SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION ----------------------------------- Name of Entity: ____________________________________________________________ Address of Principal Office: ________________________________________________ Telephone: ________________________ Fax: ________________________ Taxpayer Identification Number: _____________________________________ Check type of Entity: | | Employee | | Limited | | General | | Individual Benefit Partnership Partnership Retirement Plan Trust Account | | Limited | | Trust | | Corporation | | Other (please Liability indicate) Company -------------- Date of Formation or incorporation: ______________________ State of Formation or incorporation: _____________________ Describe the business of the Entity: _________________________________________ _______________________________________________________________________________ List the names and positions of the executive officers, managing members, partners or trustees authorized to act with respect to investments by the Entity generally and specify who has the authority to act with respect to this investment. ________________________________________________________________________________ Name Position Authority for this investment (yes or no) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ALL INVESTSORS MUST SIGN The foregoing subscription is accepted AND PRINT NAME BELOW: and the Company hereby agrees to be bound by its terms. _________________________________ COMPANY NAME Signature of Authorized Signatory Name: Title: By: _________________________________ Name: Howard Geisler Title: Vice-President Date: ________________________________________________________________________________