EXHIBIT 10(c)(1)
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") between 1st Atlantic Guaranty
Corporation ("Company"), a corporation organized under the laws of the State
of Maryland, and Xxxx X. Xxxxxxxx ("undersigned"), an individual residing at
00000 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx 00000 (collectively, "Parties").
In consideration of the mutual promises set forth herein, the Parties
agree as follows:
1. The Company agrees to sell to the undersigned, and the undersigned
agrees to purchase, 7,500,000 shares of common stock of the Company
("Shares") at a price of two and one-half cents ($.025) per Share, for a
total of $187,500 for all such Shares to be paid for in cash, on a date
to be specified by the Company, prior to the effective date of the
Company's Form S-1 Registration Statement under the Securities Act of
1933 ("1933 Act").
2. The undersigned represents and warrants to the Company that the Shares
are being acquired solely for investment purposes and not with a view
towards resale or disposition of all or any part thereof, and that he
has no present plan or intention to sell or otherwise dispose of the
Shares or any part thereof.
3. The undersigned represents and warrants that he has such knowledge and
experience of financial and business matters to evaluate the merits and
risks of the prospective investment and to make an informed decision.
4. The undersigned acknowledges that the Shares have not been registered
under any state or federal securities laws and that, therefore, the
Company is relying on certain exemptions therein from such registration
requirements, including exemptions dependent on the intent of the
undersigned in acquiring the Shares.
5. The undersigned represents and warrants that the sale of any of the
Shares will only be made directly to the Company and not by a transfer
to any third party.
6. The Parties agree that the Company is not obligated to repurchase any
Shares from the undersigned to the extent that the Company, in its sole
discretion, determines that such sale could have a material adverse
effect on the Company, either in terms of maintaining the minimum level
of capital or reserves required by law, or otherwise.
7. The undersigned agrees not to otherwise dispose of the Shares or any
part thereof unless a registration statement with respect to such Shares
is then in effect under the 1933 Act and under any applicable state
securities laws or unless the undersigned shall have delivered to the
Company an opinion of counsel, in form and substance acceptable to the
Company, that no such registration is necessary.
8. The undersigned acknowledges that he is aware that in issuing and
selling these Shares, the Company is relying upon the representations,
warranties and acknowledgments contained herein.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on this
27th day of August, 1998.
/s/XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
1ST ATLANTIC GUARANTY CORPORATION
BY: /s/XXXXX X. XXXXX
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