SUBSCRIPTION AGREEMENT
Forme Capital, Inc.
0000 Xxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
Xxxx X.Xxxxxxxxx ("Xxxxxxxxx") hereby tenders this subscription
to you and applies for the purchase of 2,700,000 Common Shares
("Shares") of Forme Capital, Inc. ("Company") at par value $0.001
per share, and hereby agrees to pay for such Shares in accordance
with the terms of this Subscription Agreement (the "Agreement").
Wettreich understands:
(i) that closing of this Agreement shall be on or
before 21 days subsequent to the execution hereof by
Wettreich, at which time payment, in the terms stated below,
by Wettreich of $2,700 for said shares subscribed is to be
paid to Company;
(ii) that in the event this Agreement is rejected by
the Company, the payment made by Wettreich shall be returned to
Wettreich with the notice of such rejection;
(iii) that in the event this Agreement has not
been accepted by the earlier of the date ten (10) days after the
date of the execution by Wettreich of this Subscription Agreement
the payment made by Wettreich will promptly be returned by the
Company to Wettreich without interest and without further
obligation;
(iv) that an investment in the Company is not liquid,
not easily transferable or disposed of, and Wettreich
acknowledges that Wettreich has no need for liquidity in
this investment.
Wettreich hereby represents and warrants to you as follows:
1. The Company, has made all documents pertaining to this
investment available to Wettreich and, if Wettreich so requested
to Wettreich's attorney, accountant and/or investment
representative(s). Wettreich acknowledges that all information
made available to Wettreich in connection with Wettreich's
analysis and purchase of the Shares is, and shall remain,
confidential in all respects and may not be reproduced,
distributed or used for any other purpose without the prior
written consent of the Company (except for any publicly filed
documents).
2. Wettreich has had access to the extent he deems
necessary to the books and records of the Company sufficient to
permits him to evaluate the business of the Company and thereby
evaluate the merits and risks associated with the purchase of the
Company's Shares herein described.
3. Wettreich has had the opportunity to ask questions of,
and receive written answers from, the Company concerning the
terms and conditions of the offering and to obtain such
information, to the extent the Company possesses the same or
could acquire it without unreasonable effort or expense, as
Wettreich deemed necessary to verify the accuracy of the
information referred to hereinabove.
4. Wettreich was not solicited by any form of general
solicitation or general advertising, including, but not limited
to the following:
(a) any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar
media or broadcast over television or radio; and
(b) any seminar or meeting whose attendees had been
invited by any general solicitation or general advertising.
5. Wettreich will not transfer or assign this subscription
or any interest therein and agrees that if this subscription is
accepted by the Company, the assignment and transferability of
the Shares purchased by Wettreich will be governed by the
Agreement and all applicable laws.
6. Wettreich is not a U. S. person and this transaction is
an offshore transaction as defined in Regulation S of the
Securities Act of 1933.
Wettreich acknowledges and is aware of the following:
7. This subscription may be accepted or rejected, in whole
or in part, by the Company in its sole and absolute discretion.
8. The Company has made no assurances whatsoever as to the
value of the Company Shares nor has the Company or any other
officer or director of the Company made any representations or
promises to Wettreich regarding any potential appreciation in
value of the Company's Shares. Wettreich has significant
knowledge and experience in business and financial matters and
has the ability to evaluate the risks of this speculative
investment;
9. Wettreich understands that he is acquiring unregistered
Shares of the Company and pursuant to Regulation S of the
Securities Act of 1933 ("Regulation S") and Wettreich will only
resell said Shares in full compliance with said Regulation S.
10. There are substantial restrictions on the
transferability of the Shares since they are unregistered in the
United States. There will be no public market in the United
States for Shares, and, accordingly, Wettreich will need to bear
the economic risk of Wettreich's investment for an indefinite
period of time and will not be readily able to liquidate this
investment in case of an emergency. These shares will be issued
pursuant to Regulation S and therefore any transfer of these
shares must be pursuant to Regulation S. The ultimate sale or
transfer of any of the Shares must occur in a transaction which
(i) complies with the terms of the Agreement, (ii) is exempt and
in compliance with applicable laws, and (iii) complies with
Regulation S.
11. This subscription and the representations, warranties
and covenants contained herein shall be binding upon Wettreich as
well as upon his heirs, legal representatives, successors and
assigns.
12. Wettreich further represents that:
a) he is not a U.S. person, as defined in Regulation
S, and is not acquiring the securities for the
account of any U.S. person or is a U.S. person who
purchased securities in a transaction that did not
require registration under the Act;
b) he agrees to resell such securities only in
accordance with the provision of this Regulation
S, pursuant to registration under the Act or
pursuant to an available exemption from
registration;
c) he understands that the securities of Seller
contain a legend which states that any transfer of
the shares represented by such certificate is
prohibited except in accordance with the
provisions of Regulation S;
13. Wettreich, in payment for the above Shares, will
transfer unto the Company the following:
(i) $2,700 United States dollars.
WHEREFORE, IN CONSIDERATION of the foregoing covenants and
representations, Wettreich hereby submits this subscription for
the above-referenced number of shares for the Company's
consideration:
______________________________
Xxxx X. Xxxxxxxxx
To be registered in the name of:
Xxxx X. Xxxxxxxxx
0 Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxx, Xxxxxxx
EXECUTED as of ______________, 2000.
Terms accepted as of ______________, 2000.
FORME CAPITAL, INC.
BY:_________________________________
Xxxxxx Xxxxxxxxx,
President
