EXHIBIT 10.16
SUBSCRIPTION AGREEMENT
Virtual Mortgage Network, Inc.
Board of Directors
0000 XxxXxxxxx Xxxx., Xxxxx #000
Xxxxxxx Xxxxx, XX 00000
Dear Members of the Board,
The undersigned hereby subscribes to purchase shares of Preferred stock,
$0.001 par value per share (the "Preferred Stock"), of Virtual Mortgage
Network, Inc., a Nevada corporation (the "Company"), in accordance with the
following paragraphs This subscription may be rejected by the Company in its
sole discretion. Any questions regarding this document or your investment should
be directed to your broker or Xx. Xxxxxx Xxxxxx at 0000 XxxXxxxxx Xxxx., Xxxxx
#000, Xxxxxxx Xxxxx, XX 00000 (telephone 000-000-0000).
I. Purchase. Subject to the terms and conditions hereof, the undersigned
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hereby irrevocably agrees to purchase that quantity of Preferred Stock set
forth on the signature page hereto. The purchase price for such Preferred
Stock is $1.00 per share and the undersigned tenders herewith the
purchase price by means of a check (cashiers, certified, or personal),
money order, or wire transfer payable to: "Bank of America, Account
No. 710063033"
BANK OF AMERICA, AS MINISTERIAL CUSTODIAN FOR THIS OFFERING, DOES NOT
ENDORSE, RECOMMEND, OR GUARANTEE THIS OFFERING, AND HAS MADE NO
INVESTIGATION CONCERNING THE ISSUER OR THE OFFERING.
II. Representations and Warranties. The undersigned hereby makes the following
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representations and warranties to the Company, and the undersigned agrees
to indemnify, hold harmless, and pay all judgments of the claims against
the Company and its officers and directors for any liability or injury,
including, but not limited to, that arising under federal or state
securities laws, incurred as a result of any misrepresentation herein or
any warranties made by the undersigned.
(A) The undersigned is the sole and true party in interest and is not
purchasing for the benefit of any other person;
(B) The undersigned has carefully read and analyzed, is familiar with and
has retained copies of this Subscription Agreement and other related
documents, copies of which were delivered to the undersigned. The
undersigned understands that all books, records, and documents of the
company relating to this investment have been and remain available for
inspection by the undersigned upon reasonable notice. The undersigned
confirms that all documents requested by the undersigned have been
made available, and that the undersigned has been supplied with all
of the additional information concerning this investment that has
been requested. The
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undersigned confirms that he has had the opportunity to obtain such
independent legal and tax advice and financial planning services as
the undersigned has deemed appropriate prior to making a decision to
subscribe for the Preferred Stock. In making a decision to purchase
the Preferred Stock, the undersigned has relied exclusively upon
information provided by the Company in writing or found in the
books, records, or documents of the Company;
(C) The undersigned has such knowledge and experience in financial and
business manners that the undersigned is capable of an evaluation of
the merits and risks of this investment;
(D) The undersigned is aware that an investment in the Company is highly
speculative and subject to substantial risks. The undersigned is
capable of bearing the high degree of economic risk and burdens of
this venture, including, but not limited to, the possibility of a
complete loss, the lack of a public market, and limited
transferability of the Preferred Stock, which may make the
liquidation of this investment impossible for the indefinite future.
The undersigned's overall commitment to investments that are not
readily marketable is not disproportionate to his or her net worth,
and his or her acquisition of the Preferred Stock will not cause such
overall commitment to become excessive. The undersigned has adequate
net worth and means of providing for his or her current needs and
personal contingencies and can sustain a complete loss of his or her
investment in the Preferred Stock;
(E) The offer to sell the Preferred Stock was directly communicated to
the undersigned by such a manner that the undersigned was able to ask
questions of and receive answers from the Company or a person acting
on its behalf concerning the terms and conditions of this
transaction. At no time was the undersigned presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement, or any other form of general advertising
otherwise than in connection and concurrently with such communicated
offer;
(F) The undersigned, if a corporation, partnership, trust, or other
entity, is authorized and duly empowered to purchase and hold the
Preferred Stock, has its principal place of business at the address
set forth on the signature page and has not been formed for the
specific purpose of acquiring the Preferred Stock;
(G) The Preferred Stock is being acquired solely for the undersigned's
own account, for investment, and are not being purchased with a view
to resale, distribution, subdivision, or fractionalization thereof;
(H) The undersigned understands that the Preferred Stock has not been
registered under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws, in reliance upon exemptions
from regulation for non-public offerings. The undersigned understands
that the Preferred Stock or any interest therein may not
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be, and agrees that the Preferred Stock or any interest therein will
not be, resold or otherwise disposed of by the undersigned unless the
Preferred Stock is subsequently registered under the Act and under
appropriate state securities laws or unless the Company receives an
opinion of counsel satisfactory to it that an exemption from
registration is available;
(I) The undersigned has been informed of and understands the
following:
(1) There are substantial restrictions on the transferability of
the Preferred Stock;
(2) No federal or state agency has made any finding or
determination as to the fairness for public investment, nor
any recommendation nor endorsement, of the Preferred Stock;
(J) None of the following information has ever been represented,
guaranteed, or warranted to the undersigned, expressly or by
implication by any broker, the Company, or agent or employee or
the foregoing, or by any other person:
(1) The approximate or exact length of time that the undersigned
will be required to remain as a shareholder in the Company;
(2) The percentage of profit and/or amount of type of
consideration, profit, or loss to be realized, if any, as a
result of an investment in the Company;
(3) That the past performance or experience of the management or
associates, agents, affiliates, or employees or any other
person will in any way indicate or predict economic results
in connection with the operation of the Company or the
return on the investment;
(K) The undersigned has not distributed any information relating to
this investment to anyone, and no other person except the
undersigned has used this information;
(L) The undersigned hereby agrees to indemnify the management of the
Company and holds the Company harmless from and against any and
all liability, damage, cost, or expense incurred on account of or
arising out of:
(1) Any inaccuracy in the declarations, representations, and
warranties hereinabove set forth;
(2) The disposition of any Preferred Stock of the undersigned,
contrary to the foregoing declarations, representations, and
warranties;
(3) Any action, suit, or proceeding based upon:
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(a) the claim that said declarations, representations, or
warranties were inaccurate or misleading or otherwise
cause for obtaining damages or redress from the Company
or its management; or
(b) the disposition of any of the Preferred Stock or any
part thereof.
III. Transferability. The undersigned agrees not to transfer or assign
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the obligations or duties contained in this Subscription Agreement
or any of the undersigned's interest herein.
IV. Regulation D. Notwithstanding anything herein to the contrary,
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every person or entity who, in addition to or in lieu of the
undersigned, is deemed to be a "purchaser" pursuant to Regulation
D promulgated under the Securities Act of 1933, as amended, or
any state law, does hereby make and join in making all of the
covenants, representations, and warranties made by the
undersigned.
V. Understandings of the Purchaser. The undersigned acknowledges,
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understands, and agrees that:
(A) The Company reserves the right to reject all or any part of
this subscription in its sole discretion;
(B) The undersigned will be promptly notified by the Company
whether this subscription has been accepted, either in whole
or in part, and if not accepted in whole, agrees to accept
the return of a proportionate part of the funds tendered to
the Company as a refund or a return, and in either case
without interest or deduction;
(C) The Preferred Stock shall not be deemed issued to or owned by
the undersigned until the Company shall issue in the name
of the undersigned a certificate evidencing ownership of the
Preferred Stock.
VI. State Securities Laws. The offering and sale of the Preferred
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Stock is intended to be exempt from registration under the
securities laws of certain states.
VII. Acceptance. Execution and delivery of this Subscription Agreement
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and tender of the payment in accordance with Paragraph 1 above
shall constitute an irrevocable offer to purchase the Preferred
Stock indicated, which offer may be accepted or rejected by the
Company in its sole discretion for any cause or for no cause.
Acceptance of this offer by the Company shall be indicated by the
execution hereof by management.
VIII. Binding Agreement. The undersigned agrees that the undersigned
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may not cancel, terminate, or revoke this Subscription Agreement
or any agreement of the undersigned made hereunder, and that this
Subscription Agreement shall survive
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the death or disability of the undersigned and shall be binding upon
the heirs, successors, assigns, executors, administrators, guardians,
conservators, or personal representatives of the undersigned.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
on the date set forth on the signature page.
The undersigned desires to take title in the Series A Convertible
Preferred Stock as follows (check one):
(a) Individual (one signature required on Page 5);
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(b) Husband and Wife as community property (one signature
----- required on Page 5 if interest held in one name (i.e.,
managing spouse); two signatures required on Page 5 if
interest held in both names);
(c) Joint Tenants with right of survivorship (both parties
----- must sign on Page 5);
(d) Tenants in common (both parties mast sign on Page 5);
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(e) Trust (Trustee(s) must sign on Page 6);
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X (f) Partnership (general partner(s) must sign on Page 7);
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(g) Corporation (authorized officer must sign on Page 8).
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The exact spelling of name(s) under which title to the Preferred Stock
shall be taken is (please print):
/s/ AMERICAN GROWTH FUND I LP
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The exact location (including account number and receiving person, if
applicable) for delivery of Preferred Stock:
0000 X. Xxxxxxxxx
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Xxx Xxxxx, XX 00000
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IX. Substitute W-9 Form (Must be submitted by all investors):
Are you subject to back-up withholding under Section 3406(a)(1)(c)
of the Internal Revenue Code? ( ) Yes (X) No
/s/ XXXXX XXXXXX 00-0000000
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Signature Social Security or Tax ID Number
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Joint Signature, if Applicable Social Security or Tax ID Number
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X. For Broker/Dealer Use Only
Broker/Dealer Firm Name
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Address
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City State Zip
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Telephone Fax
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Registered Representative
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR INDIVIDUAL INVESTORS
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Total Preferred Stock subscribed:__________ $______________
INVESTOR #1 INVESTOR #2
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Signature Signature
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Social Security Number Social Security Number
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Print or Type Name Print or Type Name
Residence Address Residence Address
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Executed at , ,this day of , 19 .
------------------------- ------- ------ ---------- ----
SUBSCRIPTION ACCEPTED:
BY:
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Authorized Representative
DATE:
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR TRUST INVESTORS
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Total Preferred Stock subscribed:__________ $______________
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Name of Trust (please print or type) Date Trust was formed
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Name of Trust (please print or type) Name of Co-trustee (please print or type)
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Trustee's Signature Co-trustee's Signature
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Social Security Number Social Security Number
Trustee's Address Co-trustee's Address
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Executed at , ,this day of , 19 .
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SUBSCRIPTION ACCEPTED:
BY:
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Authorized Representative
DATE:
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR PARTNERSHIP INVESTORS
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Total Preferred Stock subscribed: 100,000 $100,000
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AMERICAN GROWTH FUND I LP 00-0000000
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Name of Partnership (please print or type) Taxpayer Identification Number
By /s/ XXXXX XXXXXX
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Signature of General Partner
By
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Signature of Additional General Partner
(if required by partnership agreement)
By
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Signature of Additional General Partner
(if required by partnership agreement)
Partnership's Address: 0000 X. Xxxxxxxxx #000
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Xxx Xxxxx, XX 00000
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Executed at Las Vegas, , this 15th day of March, 1996.
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SUBSCRIPTION ACCEPTED:
BY: /s/ Xxx X. Xxxxxx
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Authorized Signature
DATE: 3/22/96
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
FOR CORPORATE INVESTORS
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Total Preferred Stock subscribed:_________ $___________
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Name of Corporation (please print or type)
By
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Signature of Authorized Agent
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Title
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Taxpayer Identification Number
Corporation's Address:
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Executed at , , this day of , 19 .
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SUBSCRIPTION ACCEPTED:
BY:
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Authorized Representative
DATE:
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