ex10-1.htm


    Exhibit 10.1

     

    SUBSCRIPTION
AGREEMENT

    


    SUBSCRIPTION
AGREEMENT (this “Subscription Agreement”) dated as of __________________, 2007
between Patio-Bahia, Inc., a Florida corporation, with its principal offices at
201 Holly Lane, Plantation, Florida 33317 (“Company”) and the undersigned (the
“Subscriber”).

    


    WHEREAS,
on the terms and subject to the conditions hereinafter set forth, the Company is
offering (the “Offering”) up to 100 units (the “Units”) to individuals or
entities who qualify as “accredited investors” as defined in Rule 501 of
Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as
amended (the “Act”) at a price per unit equal to US$1,000 (the “Unit Price”).
Each Unit consists of 5,000 shares of common stock of the Company, par value
$.001 per share (the “Common Stock”). The minimum investment per investor
(“Minimum Investment”) is one Unit ($1,000), however the minimum investment may
be decreased in the Company's sole discretion.  The Offering of the
Units is described in the Confidential Private Placement Memorandum dated August
27, 2007 (the “Memorandum”).  The Company will offer a minimum of 50
Units, on a “best efforts, all or none” basis, for an aggregate of US$50,000
(the “Minimum Amount”), and a maximum of 100 Units, on a “best efforts” basis,
for an aggregate of US$100,000 (the “Maximum Amount”). The purchase price is
payable in cash upon subscription.  Pending receipt of the Minimum
Amount, proceeds from the sale of the Units will be deposited by the Company in
a separate segregated Company bank account maintained by the Company at Colonial
Bank. The Offering will terminate on the earlier of (a) the sale of all the
Units,  (b) November 30, 2007 (the "Termination Date") unless extended
at the sole discretion of the Company without notice to investors for an
additional 30 days, or (c) the date the Company, in its sole discretion, elects
to terminate the Placement.  If the Minimum Amount is not subscribed
for by the Termination Date, the Company will return the subscriptions without
interest thereon or deduction therefrom and no Units will be sold.

     

    WHEREAS,
the Subscriber desires to acquire the shares of Common Stock in the aggregate
amount set forth on the signature page hereof.

    


    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:

    


    Section
1.     Subscription
for the Units.    On the terms and subject to the
conditions hereinafter set forth, the Subscriber hereby subscribes for and
agrees to purchase from the Company, a Unit or Units in the amount and for the
purchase price set forth upon the signature page hereof (the “Purchase
Price”).  Notwithstanding the minimum amount required, the Company
reserves the right to accept subscriptions for lesser amounts.  The
Purchase Price is payable by certified or bank check made payable to
“Patio-Bahia, Inc.” contemporaneously with the execution and delivery of this
Subscription Agreement to the Company.  Following acceptance of all or
part of a Subscriber’s subscription, a stock certificate will be delivered by
the Company to Subscriber within ten (10) days following the initial or any
subsequent closing of the Offering in which Subscriber’s Unit subscription was
accepted.

    


    
      
        
        

      

      
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    Section
2.      Representations,
Warranties and Covenants of Subscriber.  Subscriber hereby
represents, warrants and covenants to the Company that:

    


    2.1           Subscriber
recognizes that the purchase of the Units and the shares of Common Stock
involves a high degree of risk in that (i) an investment in the Company is
highly speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company, the Units and the shares of
Common Stock; (iii) an investor may not be able to liquidate his
investment; (iv) transferability of the Units and the shares of Common
Stock is extremely limited; and (v) a Subscriber could sustain the loss of his
entire investment.

    


    2.2           Subscriber
is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), and that he is able to bear the economic risk of an
investment in the Units and the Common Stock.

    


    2.3           Subscriber
has prior investment experience, including investment in non-listed and
non-registered securities, or has employed the services of an investment
advisor, attorney or accountant to read all of the documents furnished or made
available by the Company both to Subscriber and to all other prospective
investors in the Units and to evaluate the merits and risks of such an
investment on its behalf, and that Subscriber recognizes the highly speculative
nature of this investment.

    


    2.4           Subscriber
has received and has fully read and considered the Memorandum, including,
without limitation, the material set forth under “Risk Factors” and the sections
of the Memorandum describing the terms of the Offering.  In evaluating
the suitability of an investment in the Company, Subscriber has not relied upon
any representations or other information (whether oral or written) received from
the Company, its officers, directors, agents, employees or representatives,
except information set forth in the Memorandum or obtained from the Company to
verify such information. Subscriber has been given the opportunity to ask
questions and receive answers concerning the terms and conditions of the
Offering and to obtain such additional information as Subscriber deemed
necessary for an investment in the Units.

     
 

    2.5           Subscriber
acknowledges that the Offering may involve tax consequences and that he must
retain his own professional advisors to evaluate the tax and other consequences
of an investment in the Units.

    


    
      
        
        

      

      
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    2.6           Subscriber
acknowledges that the Offering has not been reviewed by the United States
Securities and Exchange Commission (the “SEC”) and that the Units are being
offered without registration under the Securities Act in reliance upon the
exemption from registration afforded by Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder and without registration under
any state securities laws. Subscriber is purchasing the Units and the shares of
Common Stock for its own account for the purpose of investment and not with a
view to or for sale in connection with, or for purposes of, any “distribution”
thereof within the meaning of Section 2(11) of the Securities Act, and no other
person has or will have a direct or indirect beneficial interests in the
Units.  Subscriber agrees that it will not sell or otherwise transfer
the Units, or shares of Common Stock without the consent of the Company and will
not sell or otherwise transfer the Units or any shares of Common Stock unless
they are registered under the Securities Act and applicable state securities
laws or unless an exemption from such registration is available.

    


    2.7           Subscriber
understands that the Company has no obligation to register the Units or shares
of Common Stock and the Company is under no obligation to register any of the
shares of Common Stock, although the Company intends and will use its best
efforts to register the shares purchased in this Offering.  Subscriber
further understands that the Company has no obligation to assist Subscriber in
complying with any exemption from the registration of the Units or any shares of
Common Stock.  Subscriber understands that there is no public market
for the Units or shares of Common Stock.  The Subscriber understands
that even if a public market exists for the Units or shares of Common Stock,
Rule 144 (the “Rule”) promulgated under the Securities Act requires, among
other conditions, a one-year holding period prior to the resale (in limited
amounts) of securities acquired in a non-public offering without having to
satisfy the registration requirements under the Securities Act.  The
Subscriber understands that the Company makes no representation or warranty
regarding its fulfillment in the future of any reporting requirements under the
Securities Exchange Act of 1934, as amended, or its dissemination to the public
of any current financial or other information concerning the Company, as is
required by Rule 144 as one of the conditions of its
availability.  Subscriber agrees to hold the Company and its
directors, officers and controlling persons and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of any
misrepresentation made by Subscriber contained herein or any sale or
distribution of the Units or shares of Common Stock by Subscriber in violation
of any securities laws.

    


    2.8           Subscriber
consents to the placement of one or more legends on any certificate or other
document evidencing the Units and shares of Common Stock stating that they have
not been registered under the Securities Act or any applicable state securities
laws and setting forth or referring to the restrictions on transferability and
sale thereof.

    


    2.9           Subscriber
understands that the Company reserves the unrestricted right to reject or limit
any subscription and to have one or more closings of the Offering at any
time.  Subscriber further understands that the Company shall not have
any obligation to sell any Units to any Subscriber who is a resident of a
jurisdiction in which the sale of Units or shares of Common Stock to such
Subscriber would constitute a violation of the securities, “blue sky” or other
similar laws of such jurisdiction.

    


    2.10          Subscriber’s
address set forth on the signature page hereto is its principal residence if
Subscriber is an individual or its principal business address if Subscriber is a
corporation or other entity.

    


    
      
        
        

      

      
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    2.11          Subscriber
is not subscribing for the Units as a result of, or subsequent to, any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or general meeting.

    


    2.12          Subscriber
understands that the Company is relying upon the truth and accuracy of the
representations, warranties and agreements of Subscriber set forth herein in
making its determination that the offering and sale of the Units is exempt from
registration under the Securities Act and state securities laws.

    


    2.13          The
funds provided for this investment are either separate property of Subscriber,
community property over which Subscriber has the right of control or are
otherwise funds as to which Subscriber has the sole right of
management.

    


    2.14          Subscriber
has all requisite legal and other power and authority to execute and deliver
this Subscription Agreement and to carry out and perform Subscriber’s
obligations under the terms of this Subscription Agreement.  This
Subscription Agreement constitutes a valid and legally binding obligation of
Subscriber, enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other general
principals of equity, whether such enforcement is considered in a proceeding in
equity or law.

     

    2.15          This
Subscription Agreement and the Confidential Purchaser Questionnaire accompanying
this Subscription Agreement do not contain any untrue statement of a material
fact or omit any material fact concerning Subscriber.

    


    2.16          There
are no actions, suits, proceedings or investigations pending against Subscriber
or Subscriber’s assets before any court or governmental agency (nor, to
Subscriber’s knowledge, is there any threat thereof) which would impair in any
way Subscriber’s ability to enter into and fully perform Subscriber’s
commitments and obligations under this Subscription Agreement or the
transactions contemplated hereby.

    


    2.17          The
execution, delivery and performance of and compliance with this Subscription
Agreement and the issuance of the Unit and shares of Common Stock will not
result in any violation of, or conflict with, or constitute a default under, any
of Subscriber’s articles of incorporation or by-laws, if applicable, or any
agreement to which Subscriber is a party or by which it is bound, nor result in
the creation of any mortgage, pledge, lien, encumbrance or charge against any of
the assets or properties of Subscriber or the Unit or shares of Common
Stock.

    


    2.18          Subscriber
understands that the Units may be offered through registered broker/dealers
licensed by the National Association of Securities Dealers, Inc. ("NASD") and
commissions not to exceed 10% may be paid to such broker-dealers or other
persons who the Company is legally able to pay a commission.

    


    
      
        
        

      

      
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    2.19          Subscriber
represents and warrants that Subscriber has: (i) not distributed or reproduced
the Memorandum, in whole or in part, at any time, without the prior written
consent of the Company, and (ii) kept confidential the existence of the
Memorandum and the information contained therein or made available in connection
with any further investigation of the Company.

    


    2.21          With
respect to the United States Patriot Act:

    


    (i)           Subscriber
represents, warrants and covenants that Subscriber:

    


                                          (A)(I)
is subscribing for the Securities for Subscriber’s own account, own risk and own
beneficial interest, (II) is not acting as an agent, representative,
intermediary, nominee or in a similar capacity for any other person or entity,
nominee account or beneficial owner, whether a natural person or entity (each
such natural person or entity, an “Underlying Beneficial Owner”) and no
Underlying Beneficial Owner will have a beneficial or economic interest in the
Securities (whether directly or indirectly, including without limitation,
through any option, swap, forward or any other hedging or derivative
transaction), (III) if it is an entity, including, without limitation, a
fund-of-funds, trust, pension plan or any other entity that is not a natural
person (each, an “Entity”), has carried out thorough due diligence as to and
established the identities of such Entity’s investors, directors, officers,
trustees, beneficiaries and grantors (to the extent applicable, each a “Related
Person” of such Entity), holds the evidence of such identities, will maintain
all such evidence for at least five years from the date of Subscriber’s resale
or other disposition of the Securities, will request such additional information
as the Company may require to verify such identities as may be required by
applicable law, and will make such information available to the Company upon its
request, and (IV) does not have the intention or obligation to sell, pledge,
distribute, assign or transfer all or a portion of the Securities to any
Underlying Beneficial Owner or any other person; or

    
 

    (B)(I) is subscribing for the Units as
a record owner and will not have a beneficial ownership interest in the Units,
(II) is not acting as an agent, representative, intermediary, nominee or in a
similar capacity for one or more Underlying Beneficial Owners (as defined in
(i)(A)(I) above), and understands and acknowledges that the representations,
warranties and agreements made in this Agreement are made by Subscriber with
respect to both Subscriber and the Underlying Beneficial Owner(s), (III) has all
requisite power and authority from the Underlying Beneficial Owner(s) to execute
and perform the obligations under the Subscription Agreement, (IV) has carried
out thorough due diligence as to and established the identities of all
Underlying Beneficial Owners (and, if an Underlying Beneficial Owner is not a
natural person, the identities of such Underlying Beneficial Owner’s Related
Persons (to the extent applicable)), holds the evidence of such identities, will
maintain all such evidence for at least five years from the date of Subscriber’s
resale or other disposition of all the Securities, and will make such
information available to the Company upon its request and (V) does not have the
intention or obligation to sell, pledge, distribute, assign or transfer all or a
portion of the Securities to any person other than the Underlying Beneficial
Owner(s).

    


    
      
        
        

      

      
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    (ii)           Subscriber
hereby represents and warrants that the proposed investment in the Company that
is being made on its own behalf or, if applicable, on behalf of any Underlying
Beneficial Owners does not directly or indirectly contravene United States
federal, state, local or international laws or regulations applicable to
Subscriber, including anti-money laundering laws (a “Prohibited
Investment”).

    


    (iii)           Federal
regulations and Executive Orders administered by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the
engagement in transactions with, and the provision of services to, certain
foreign countries, territories, entities and individuals.  The lists
of OFAC prohibited countries, territories, persons and entities can be found on
the OFAC website at www.treas.gov/ofac.  Subscriber hereby represents
and warrants that neither Subscriber nor, if applicable, any Underlying
Beneficial Owner or Related Person, is a country, territory, person or entity
named on an OFAC list, nor is Subscriber nor, if applicable, any Underlying
Beneficial Owner or Related Person, a natural person or entity with whom
dealings are prohibited under any OFAC regulations.

    


    (iv)           Subscriber
represents and warrants that neither Subscriber nor, if applicable, any
Underlying Beneficial Owner or Related Person, is a senior foreign political
figure, or any immediate family member or close associate of a senior foreign
political figure within the meaning of, and applicable guidance issued by the
Department of the Treasury concerning, the U.S. Bank Secrecy Act (31 U.S.C.
§5311 et seq.), as amended, and any regulations promulgated
thereunder.

    


    (iv)           Subscriber
agrees promptly to notify the Company should Subscriber become aware of any
change in the information set forth in paragraphs (A) through (D).

    


    (v)             Subscriber
agrees to indemnify and hold harmless the Company, its affiliates, their
respective directors, officers, shareholders, employees, agents and
representatives (each, an “Indemnitee”) from and against any and all losses,
liabilities, damages, penalties, costs, fees and expenses (including legal fees
and disbursements) (collectively, “Damages”) which may result, directly or
indirectly, from Subscriber’s misrepresentations or misstatements contained
herein or breaches hereof relating to subparagraphs (i) through (iv) of this
Section.

    


    (vi)           Subscriber
understands and agrees that, notwithstanding anything to the contrary contained
in any document (including any side letters or similar agreements), if,
following Subscriber’s investment in the Company, it is discovered that the
investment is or has become a Prohibited Investment, such investment may
immediately be redeemed by the Company or otherwise be subject to the remedies
required by law, and Subscriber shall have no claim against any Indemnitee for
any form of Damages as a result of such forced redemption or other
action.

    


    
      
        
        

      

      
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    (vii)           Upon
the written request from the Company, Subscriber agrees to provide all
information to the Company to enable the Company to comply with all applicable
anti-money laundering statutes, rules, regulations and policies, including any
policies applicable to a portfolio investment held or proposed to be held by the
Company.  Subscriber understands and agrees that the Company may
release confidential information about Subscriber and, if applicable, any
Underlying Beneficial Owner(s) or Related Person(s) to any person, if the
Company, in its sole discretion, determines that such disclosure is necessary to
comply with applicable statutes, rules, regulations and policies.

    


    Section
3.         Representations
and Warranties of the Company.  The Company represents and
warrants to the Subscriber that:

    


    3.1           The
Company is a corporation duly organized, existing and in good standing under the
laws of the State of Florida and has the power to conduct the business which it
conducts and proposes to conduct.

    


    3.2           The
execution, delivery and performance of this Subscription Agreement by the
Company have been duly approved by its Board of Directors and all other actions
required to authorize and effect the offer and sale of the Units have been duly
taken and approved. Upon the acceptance by the Company of the subscription made
hereby, this Subscription Agreement will constitute a valid and binding
obligation of the Company enforceable against it in accordance with its
terms.

    


    
      Section
4.        Miscellaneous.

    

    


    4.1           Any
notice or other communication required, permitted or provided for hereunder
(each, a “Notice”) shall be effective as between the parties only if given in
writing and sent by (a) personal delivery, (b) registered or certified mail
(return receipt requested); or (c) internationally recognized express delivery
service, to the Company at 201 Holly Lane, Plantation,
Florida   33317, and to the Subscriber at his address indicated
on the signature page of this Subscription Agreement.  Notice shall be
deemed to have been duly given and received (i) if personally delivered, on the
date of such delivery, (ii) if mailed, on the date set forth on the return
receipt, or (iii) if delivered by express delivery, on the date of such delivery
(as evidenced by the receipt provided to the express delivery
service).  If Notice cannot be delivered because of a changed address
of which no Notice was given, or the refusal to accept delivery, the Notice
shall be deemed received on the date it is sent (as evidenced by the affidavit
of the sender).

    


    4.2           This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns.  This Subscription Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

    


    
      
        
        

      

      
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    4.3           Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the Company and Subscriber hereby: (a) agree that all questions
concerning the construction, validity, enforcement and interpretation of this
Subscription Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Florida, without regard to the
principles of conflicts of law thereof, and  (b) all legal proceedings
concerning the interpretation, enforcement and defense of this Subscription
Agreement shall be commenced in the Courts of the State of Florida or the courts
of the United States of America, in each case located in Broward County,
Florida, and appellate courts from any thereof (the “Courts”), (c) irrevocably
submit to the exclusive jurisdiction of the Courts for the adjudication of any
dispute hereunder (including with respect to the enforcement of this
Subscription Agreement); (d) irrevocably waive and agree not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any of such Courts, or that such suit, action or proceeding is
improper; (e) irrevocably waive personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to the other at the address in effect for notices to it under this
Subscription Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof (nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law); and (f) irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Subscription Agreement or the transactions
contemplated hereby.

    


    4.4           This
Subscription Agreement may be executed in counterparts.  Upon the
execution and delivery of this Subscription Agreement by the Subscriber, this
Subscription Agreement shall become a binding obligation of the Subscriber with
respect to the purchase of Units as herein provided; subject, however, to the
right hereby reserved to the Company to enter into the same agreements with
other subscribers and to add and/or to delete other persons as
subscribers.

    


    4.5           If
any provision of this Subscription Agreement is declared by a court of competent
jurisdiction to be in any way invalid, illegal or unenforceable, the balance of
this Subscription Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.

    


    4.6           No
term or provision contained herein may be modified, amended or waived except by
written agreement or consent signed by the party or parties to be bound
thereby.  It is agreed that a waiver by either party of a breach of
any provision of this Subscription Agreement shall not operate, or be construed,
as a waiver of any subsequent breach by that same party.

    


    4.7           The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.

    


    4.8           All
references in this Subscription Agreement to the “Subscriber” shall include all
parties (other than the Company) who execute this Subscription
Agreement.  If Subscriber is a corporation, limited liability company,
partnership, trust or two or more individuals purchasing jointly, Subscriber
shall follow the specific instructions for the Certificate of Corporate, Limited
Liability Company, Partnership, Trust and Joint Purchases at Page 11
hereof.

     

    
      
        
        

      

      
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    4.9.           Subscriber
acknowledges that the subscription made hereby is not binding upon the Company
until the Company accepts it.  The Company has the right to accept or
reject this subscription in whole or in part in its sole and absolute
discretion.  If this subscription is rejected in whole, the Company
shall return the Purchase Price to Subscriber, without interest, and the Company
and Subscriber shall have no further obligation to each other by reason of this
Subscription Agreement or the subscription made hereby.  In the event
of a partial rejection of this subscription, a proportionate amount of the
Purchase Price will be returned to Subscriber, without interest.

     
 

    [Remainder
of Page Intentionally Blank, Signature Page Follows]

    


    
      
        
           


        

        
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    SIGNATURE PAGE FOR
INDIVIDUAL INVESTOR

    


    


    IN
WITNESS WHEREOF, this Subscription Agreement has been executed by Subscriber and
by the Company on the respective dates set forth below.

     

    
      
        	
                _____________________________

              	
                ______________________________

              
	
                Signature

              	
                Signature
      (If Units Purchased Jointly)

              
	 
      	 
      
	
                Name
      ________________________

              	
                Name
      _________________________

              
	
                      Please
      Print

              	
                      Please
      Print

              
	 
      	 
      
	
                Address
      ______________________

              	
                Address
      _______________________

              
	
                _____________________________

              	
                ______________________________

              
	 
      	 
      
	
                Telephone
      # ____________________

              	
                Telephone
      # ____________________

              
	 	 
	
                Fax
      #__________________________

              	
                Fax
      #__________________________

              
	 	 
	
                Email:_________________________

              	
                Email:_________________________

              
	 	 
	
                Social
      Security # ________________

              	
                Social
      Security __________________

              
	 	 
	
                Date:
      __________________________

              	
                Date:
      __________________________

              


      

    

     

    Amount of
Units Subscribed For: $______________________

    


    Form of
ownership of Units:     o
JTTEN     o
JTWROS    o JTTIC

    


    


     

    Subscription
Accepted:

     

    PATIO-BAHIA,
INC.

    


    


    By:      ______________________________

    Name:

    Title:

    Date:  ____________________

    


    
      
        
           


        

        
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    SIGNATURE
PAGE FOR PARTNERSHIP, CORPORATION,

    LIMITED
LIABILITY COMPANY OR TRUST

    


    IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the
date set forth below.

    


    


    _________________________________________

    Name of
partnership, corporation, limited liability

    company
or trust

    


    By:
_____________________________________        Federal
Tax ID Number __________

     

    Name:
___________________________________

     

    Title:
____________________________________       State
of Organization ____________

     

    Address:__________________________________

     

    _________________________________________

     

    Telephone:________________________________

     

    Fax:______________________________________

     

    Email:____________________________________

     

    Date:
____________________________________

    


    Amount of
Units Subscribed For: $______________________

    


    


     

    


     

    Subscription
Accepted:

     

    PATIO-BAHIA,
INC.

    


    


    By:     ______________________________

    Name:

    Title:

    Date:  ____________________

    


    


    
      
        
           


        

        
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    SPECIAL
SUBSCRIPTION INSTRUCTIONS FOR CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY,
TRUST AND JOINT PURCHASERS

    


    If
Subscriber is a corporation, partnership, limited liability company, trust, or
other entity or joint purchaser, the following additional instructions must be
followed.  INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE
REQUIRED BY THE COMPANY IN SOME CASES.

     

    1.           Certificate.  Subscriber
must date and sign the Certificate below, and, if requested by the Company,
Subscriber may also be required to provide an opinion of counsel to the same
effect as this Certificate or a copy of (a) the corporation’s articles of
incorporation, bylaws and authorizing resolution, (b) the partnership agreement,
(c) the limited liability company’s certificate of formation or articles of
organization, as applicable, and limited liability company agreement, operating
agreement or similar agreement governing the rights and obligations of the
members of the limited liability company, or (d) the trust agreement, as
applicable.

     

    2.           Subscription
Agreement.

     

    (a)           Corporations.  An
authorized officer of the corporation must date, sign, and complete the
Subscription Agreement with information concerning the
corporation.  The officer should print the name of the corporation
above his signature, and print his name and office below his
signature.

     

    (b)       Partnerships.  An
authorized partner must date, sign, and complete the Subscription Agreement with
information concerning the partnership.  The partner should print the
name of the partnership above his signature, and print his name and the words
“general partner” below his signature.

     

    (c)           Limited Liability
Companies.  An authorized member or manager must date, sign,
and complete the Subscription Agreement with information concerning the limited
liability company.  The member or manager should print the name of the
limited liability company above his signature, and print his name and the word
“member” or “manager” below his signature.

     

    (d)           Trusts.  In
the case of a trust, the authorized trustee should date, sign, and complete the
Subscription Agreement with information concerning the trust.  The
trustee should print the name of the trust above his signature, and print his
name and the word “trustee” below his signature.  In addition, an
authorized trustee should also provide information requested in the Subscription
Agreement as it pertains to him as an individual.

     

    (e)           Joint
Ownership.  In all cases, each individual must date, sign, and
complete the Subscription Agreement.  Joint investors must state if
they are purchasing the Shares as joint tenants with the right of survivorship,
tenants in common, or community property, and each must execute the Subscription
Agreement signature page.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    CERTIFICATE
FOR CORPORATE, PARTNERSHIP,

    LIMITED
LIABILITY COMPANY, TRUST, AND JOINT SUBSCRIBERS

     

    If
Subscriber is a corporation, partnership, limited liability company, trust,
joint purchaser, or other entity, an authorized officer, partner, member,
manager or trustee must complete, date and sign this Certificate.

     

    CERTIFICATE

     

    I hereby
certify that:

     

    1.           Subscriber
has been duly formed is validly and existing and has full power and authority to
purchase the Units and make an investment in
Patio-Bahia,  Inc.

     

     

    2.          The
Subscription Agreement has been duly and validly authorized, executed, and
delivered by Subscriber and constitutes the valid, binding, and enforceable
obligation of Subscriber.

     

    
      	
              Date: ___________

            	
              ____________________________________              
      

            


    

    Name of
corporation, partnership, limited liability

    company,
trust or joint purchases (please print)

     

    


    ____________________________________

    Signature
and title of authorized officer, partner,

    member,
manager, trustee, or joint purchaser

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    PROSPECTIVE
PARTICIPANT QUESTIONNAIRE

    


    _______________________

    


           **ALL
INFORMATION WILL BE HELD IN STRICTEST CONFIDENCE**

    


    INSTRUCTIONS
TO THE PROSPECTIVE INVESTOR:
This Questionnaire is being sent to each prospective participant that has
indicated an interest in purchasing Units of Patio-Bahia, Inc. (the
“Company”). The purpose of this Questionnaire is to assure the Company that each
prospective subscriber to its Units (“Subscriber”) will meet the standards
imposed by Regulation D, promulgated under the Securities Act of 1933, as
amended, the National Securities Markets Improvement Act of 1966, similar
exemptions provided by the applicable state securities laws and regulations
promulgated there under (the “Securities Laws”), since the Units will not be
registered. Each subscriber must complete the following
Questionnaire.

    


    The
information provided will be used to determine whether the prospective
purchaser’s Subscription Agreement to purchase Units will be accepted by the
Company in light of the requirements of Securities Laws. In subscribing for
Units and furnishing the information requested in this Questionnaire, the
Subscriber understands that the Company will rely on the information provided
herein for purposes of such determinations. The Subscriber understands that a
false representation may constitute a violation of law and that any person who
suffers damage as a result of a false representation may have a claim against
the Subscriber for damages.

    


    The
information provided herein by Subscribers will be kept confidential. However,
by signing this Questionnaire, the Subscriber agrees that the Company may
present the completed document to such parties as it deems appropriate if called
upon to establish the availability under any Securities Laws.

    


    In
accordance with the foregoing, the following representations are hereby made and
the following information is furnished by the undersigned
subscriber.

    


    PART A. GENERAL
INFORMATION

    


    NAME(S)
OF PROSPECTIVE SUBSCRIBER: ________________________________

                                                                                  
________________________________

    


    Social
Security Number or Tax I.D.
No.:____________________________________

    


     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      PART B. INVESTOR
INFORMATION

      


      
        	
                 
      

              	
                1.

              	
                If
      the prospective Participant is an
individual:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Do
      you have an individual net worth, or joint net worth with your spouse
      (including home, automobiles and furnishings) in excess of
      $1,000,000?

              


      

      


      Yes
_______    No _______

      


      
        	
                (b)   
      

              	
                (i)

              	
                Did
      you have individual income in excess of $200,000 in each
      of the two most recent years or joint income with your spouse in excess of
      $300,000 for each of those
years?

              


      

      


      Yes
_______    No _______

      


      
        	
              	
                (ii) 

              	
                Do
      you anticipate for this tax year having individual income in excess of
      $200,000, or joint income with your spouse in excess of
      $300,000?

              


      

      


                 Yes
_______    No _______

      


      


      
        	
                 
      

              	
                2.

              	
                If
      the prospective Participant is a corporation, partnership, limited
      liability company, trust or other
entity:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Is
      the entity an accredited investor within the meaning of Regulation D of
      the Securities Act?

              


      

      


                 Yes
_______    No _______

      


      
        	
                 
      

              	
                (b)

              	
                Does
      the entity, by reason of its own, or of its management’s business or
      financial experience, have the capacity to protect its own interests in
      connection with an investment in the
Units?

              


      

      


                 Yes
_______    No _______

      


      
        	
              	
                (c) 

              	
                Does
      the entity have substantial experience in evaluating and investing in
      private placement transactions of securities in entities similar to the
      Company so that it is capable of evaluating the merits and risks of its
      investment in the Units?

              


      

      


                 Yes
_______    No _______

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                3.

              	
                Have
      you purchased the Units for investment purposes and not with a view toward
      resale or distribution, and will, prior to any sale or attempted sale of
      any of the Units, comply with all requirements of the state and federal
      securities acts?

              


      

      


      Yes
_______    No _______

      


      
        	
                 
      

              	
                4.

              	
                Do
      you understand that Units cannot be readily sold because there will be no
      public market for them, that the Units are not suitable for any investor
      unless he or she has available personal liquid assets to provide for
      financial contingencies and that a condition to any sale would be the
      registration of such interests or the availability of an exception to such
      registration requirements?

              


      

      


                 Yes
_______    No _______

      


      
        	
                 
      

              	
                5.

              	
                Is
      your principal investment objective to secure an economic profit,
      determined without regard to any tax benefits which you may
      receive?

              


      

      


                 Yes
_______    No _______

      


      
        	
                 
      

              	
                6.

              	
                Do
      you understand that the Units encompass substantial
  risks?

              


      

      


                 Yes
_______    No _______

       

      
        	
                 
      

              	
                7.

              	
                Do
      you acknowledge that no independent due diligence has been undertaken
      except for that performed by yourself and your purchaser representative,
      if applicable?

              


      

      


      Yes
_______    No _______

       

      
        	
                 
      

              	
                8.

              	
                Do
      you understand that no attorney-client relationship has arisen in
      connection with this offering between any prospective Subscriber and
      counsel to the Company?

              


      

      


                 Yes
_______    No _______

       

      
        
          	
                	
                  9. 

                	
                  (a) 
      Do you plan to use a “Purchaser Representative” to assist you in analyzing
      this investment?

                


        

      

      


      Yes
_______    No _______

      


      If “Yes”, please provide Purchaser
Representative’s name and address:

      


      __________________________________________________________________

      __________________________________________________________________

      


      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                b)

              	
                If
      “No”, do you have such knowledge and experience in financial and business
      matters that you are capable of evaluating the merits and risks of
      this investment?

              


      

      

      

      Yes
_______    No _______

      


      I
REPRESENT THAT THE ABOVE INFORMATION IS CORRECT. I HEREBY AUTHORIZE THE COMPANY
TO VERIFY SUCH INFORMATION WITH MY ATTORNEY, BANKER, ACCOUNTANT OR OTHER
ADVISORS(S).

      


      
        	
              	
                Date:___________________   

              	
                Subscriber’s
      
                  Signature(s)
      _____________________

                                   
           _____________________

                

              


      

       

      


    

     

     

    17