SUBSCRIPTION AGREEMENT
IN
XXXXXXXXXXXXXX.XXX, INC.
1. SUBSCRIPTION. TRANSCALLING COMMUNICATIONS INC. (hereinafter to as
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"Purchaser" or "Shareholder") hereby agrees to become an investor in
XxxxxxXxxxxxxx.xxx, Inc., a Nevada corporation (the "Company"), and to purchase
1,235,000 shares ("Shares") of common stock ("Common Stock") at a price of
$0.001 per share.
2. REPRESENTATIONS BY THE UNDERSIGNED. The undersigned represents and
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warrants as follows:
a. The undersigned is purchasing the Shares without being furnished any
offering literature or prospectus;
b. The undersigned recognizes that the Shares of Common Stock have not been
registered under the Securities Act of 1933, as amended ("Act"), nor under the
securities laws of any state and, therefore, cannot be resold unless resale of
is registered under the Act or unless an exemption from registration is
available; no public agency has passed upon the fairness of the terms of the
offering; the undersigned may not sell the Shares without registering them under
the Act and any applicable state securities laws unless exemptions from such
registration requirements are available with respect to any such sale;
c. The undersigned is acquiring the Shares for her own account for long-term
investment and not with a view toward resale, fractionalization or division, or
distribution thereof, and she does not presently have any reason to anticipate
any change in his circumstances, financial or otherwise, or particular occasion
or event which would necessitate or require her sale or distribution of the
Shares. No one other than the undersigned has any beneficial interest in said
securities;
d. The undersigned acknowledges as follows:
(i) I am an Accredited Investor because I meet one of the
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following items:
is a natural person who has an individual net worth, or joint net worth with
that person's spouse of more than $1,000,000; or
is a natural person who had an individual income in excess of $200,000 in each
of the two most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year; or
is a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the 1933
Act whether acting in its individual or fiduciary capacity; or
any broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; or
is an insurance company as defined in Section 2(13) of the 1933 Act; or
is an investment company registered under the Investment Company Act of 1940; or
a business development company as defined in Section 2(a)(48) of
that act; or
a development company as defined in Section 2(a)(48) of that act; or
is a Small Business Investment Company licensed by the U. S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958; or
is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a
"plan fiduciary" (as defined in Section 3(21) of such act) which is either a
bank, insurance company, or registered investment advisor, or if the employee
benefit plan has total assets in excess of $5,000,000, or, if a self-directive
plan, its investment decisions are made solely by persons that are accredited
investors; or
is a "private business development company" as defined in Section 202(a)(22) of
the Investment Advisors Act of 1940; or
is an organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000; or
any trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Shares of Common Stock, whose purchase is
directed by a sophisticated person as defined in the rules and regulations of
the 1933 Act; or
is an entity in which all of the equity owners fall within one of the categories
set forth above in (1) through (11); or
is otherwise an Accredited Investor as defined in Section 501 of Regulation D as
adopted by the Securities and Exchange Commission.
(ii) I am not an Accredited Investor.
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(iii) I reside outside of the United States.
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e. The undersigned has such knowledge and experience in financial and
business matters that the undersigned is capable of evaluating the merits and
risks of an investment in the Shares and of making an informed investment
decision, and does not require a Purchaser Representative in evaluating the
merits and risks of an investment in the Shares;
f. The undersigned recognizes that the investment herein is a speculative
venture and that the total amount of funds tendered to purchase Shares is placed
at the risk of the business and may be completely lost. The purchase of Shares
as an investment involves special risks;
g. The undersigned realizes that the Common Stock cannot readily be sold as
they will be restricted securities and therefore the Shares must not be
purchased unless the undersigned has liquid assets sufficient to assure that
such purchase will cause no undue financial difficulties and the undersigned can
provide for current needs and possible personal contingencies;
h. The undersigned confirms and represents that he, she or it is able (i) to
bear the economic risk of his, her or its investment, (ii) to hold the Shares
for an indefinite period of time, and (iii) to afford a complete loss of his,
her or its investment. The undersigned also represents that he, she or it has
(i) adequate means of providing for his, her or its current needs and possible
personal contingencies, and (ii) has no need for liquidity in this particular
investment;
i. The undersigned understands that the ability to transfer the Shares will
be restricted which includes restrictions against transfers unless the transfer
is effected in compliance with the 1933 Act and applicable state securities laws
(including investment suitability standards); that the Company will consent to a
transfer of the Shares only if the transferee represents that such transferee
meets the suitability standards required of an initial subscriber and that the
Company has the right, in its sole discretion, to refuse to consent to the
transfer of the Shares;
j. All information which the undersigned has provided to the Company
concerning the undersigned's financial position and knowledge of financial and
business matters is correct and complete as of the date hereof, and if there
should be any material change in such information prior to acceptance of this
Agreement by the Company, the undersigned will immediately provide the Company
with such information;
k. The undersigned has carefully considered and has, to the extent he, she
or it believes such discussion necessary, discussed with his, her or its
professional, legal, tax and financial advisors, the suitability of an
investment in the Shares for his, her or its particular tax and financial
situation and that the undersigned and his, her or its advisers, if such
advisors were deemed necessary, have determined that the Shares are a suitable
investment for him;
l. The undersigned has not become aware of this offering and has not been
offered Shares by any form of general solicitation or advertising, including,
but not limited to, advertisements, articles, notices or other communications
published in any newspaper, magazine, or other similar media or television or
radio broadcast or any seminar or meeting where, to the undersigned's knowledge,
those individuals that have attended have been invited by any such or similar
means of general solicitation or advertising; and
m. The undersigned is a bona fide resident or operates its principal place
of business as set forth in this Subscription Agreement and Acknowledgment of
Investment.
3. Indemnification. It is acknowledged that the meaning and legal
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consequences of the representations and warranties contained in this Agreement
are understood and the undersigned hereby agrees to indemnify and hold harmless
the Company and each purchaser of Shares from and against any and all loss,
damage, and liability due to or arising out of a breach of any of the
representations and warranties made in this Agreement. The representations and
warranties contained herein are intended to and shall survive delivery of the
Agreement.
4. Restrictions on Transferability of Shares. The undersigned hereby
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agrees that the securities being purchased by her and any agreement or
certificate evidencing such securities shall be stamped or otherwise imprinted
with a conspicuous legend in substantially the following form:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933 or any state securities act. The securities
have been acquired for investment and may not be sold, transferred, pledged or
hypothecated unless (i) they shall have been registered under the Securities Act
of 1933 and any applicable state securities act, or (ii) the corporation shall
have been furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such acts."
5. Number of Shares Purchased. The undersigned hereby subscribes to
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purchase 1,235,000 Shares for an aggregate purchase price of $1,235.00 ($0.001
per Share).
6. Purchase Payment. The purchase price shall be paid to the Company.
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This Agreement is executed this the 11th day of October, 2003, at
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Xxxxxxx, Xxxxxxx, Xxxxxx.
XXXXXXXXXXXXXX.XXX, INC. TRANSCALLING COMMUNICATIONS, INC.
By /s/ Marius Silvasan By /s/ Xxxxx Xxxx
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Marius Silvasan Its: President
Chief Executive Officer -------------------------------
TYPE OF OWNERSHIP (CHECK ONE):
INDIVIDUAL OWNERSHIP (one signature required)
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TRUST (please include name of trust, name of trustee, and date trust
----- was formed and copy of the Trust Agreement or other
authorization)
PARTNERSHIP (please include a copy of the Partnership Agreement
----- authorizing signature)
X CORPORATION (please include a certified corporate resolution
----- authorizing signature)
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Please print here the exact name (registration)
the purchaser desires to appear in the records of the Company.
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Please print here the exact address
the purchaser desires to appear in the records of the Company.
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If interest payments are to be made to an address other than that shown
above (i.e., a brokerage account), please print here such address and account
designation.
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Please provide the purchaser's Social Security or Taxpayer Identification
Number
EXECUTION:
Please execute this Agreement by completing the appropriate section below.
1. If the subscriber is a CORPORATION, complete the following:
The undersigned hereby represents, warrants and covenants that the undersigned
has been duly authorized by all requisite action on the part of the corporation
listed below ("Corporation") to acquire the Shares and, further, that the
Corporation has all requisite authority to acquire such Shares.
The officer signing below represents and warrants that each of the above
representations or agreements or understandings set forth herein has been made
by the Corporation and that he or she has authority under the Articles of
Incorporation, bylaws, and resolutions of the Board of Directors of such
Corporation to execute and deliver this Agreement on behalf of the Corporation.
TransCalling Communications Inc.
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Name of Corporation (please type or print)
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: President
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ACCEPTED BY XXXXXXXXXXXXXX.XXX, INC. this the 11th day of October, 2003.
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XXXXXXXXXXXXXX.XXX, INC.
By /s/ Marius Silvasan
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Marius Silvasan, Chief Executive Officer
