EXHIBIT 4.1
(ON COMPANY LETTERHEAD)
SUBSCRIPTION AGREEMENT
Ladies and Gentlemen:
The undersigned hereby subscribes for o shares of the common stock (the
"Shares") of Second Stage Ventures, Inc. (the "Corporation") for a purchase
price of $0.10 per Share (the "Purchase Price").
The undersigned subscriber (sometimes hereinafter referred to as the
"Subscriber") agrees to pay an aggregate of $o as a subscription for the Shares
being purchased hereunder. The entire Purchase Price is due and payable upon the
execution of this subscription agreement, and shall be paid by check, subject to
collection, cashiers check, money order or by wire transfer, made payable to the
order of [Name and instruction re Agent to receive funds o] trust account, for
[Name of the Issuer o]. The Corporation shall have the right to reject this
subscription in whole or in part.
The undersigned acknowledges that the Shares being purchased are a
security, and that such security has been registered under the Securities Act of
1933 pursuant to an SB-2 filing with the Securities and Exchange Commission. The
undersigned represents, warrants, and agrees as follows:
(A) This subscription agreement is and shall be irrevocable.
(B) The undersigned has carefully read this subscription agreement. The
undersigned has received the accompanying prospectus on the
Corporation and exhibits thereto (the "Disclosure Materials"). The
undersigned has been given the opportunity to ask questions of, and
receive answers from, the Corporation concerning the terms and
conditions of this offering. The undersigned has been able to obtain
such additional written information, to the extent the Corporation
possesses such information or could acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the offering,
as the undersigned desired in order to evaluate the investment. The
undersigned further acknowledges that the undersigned has received no
representations or warranties from the Corporation, the issuers agent,
or their respective employees or agents in making this investment
decision other than as set forth in the Disclosure Materials.
(C) The undersigned is aware that the purchase of the Shares is a
speculative investment involving a high degree of risk and that there
is no guarantee that the undersigned will realize any gain from this
investment, and that the entire investment could be lost.
(D) The undersigned understands that the Shares have been registered
with the Securities and Exchange Commission. However, no federal
or state agency has made any finding or determination regarding
the fairness of this offering of the Shares for investment, or
any recommendation or endorsement of this offering.
(E) The undersigned, if an individual, has adequate means of
providing for his current needs and personal and family
contingencies and has no need for liquidity in this investment in
the Shares. The undersigned has no reason to anticipate any
material change in this personal financial condition for the
foreseeable future.
(F) The undersigned is financially able to bear the economic risk of
this investment, including the ability to hold the Shares
indefinitely or to afford a complete loss of the undersigned's
investment.
(G) The undersigned's overall commitment to investments, which are
not readily marketable, is not disproportionate to the
undersigned's net worth, and the investment in the Shares will
not cause such overall commitment to become excessive.
(H) The funds provided for this investment are either separate
property of the undersigned, community property over which the
undersigned has the right of control, or are otherwise funds as
to which the undersigned has the sole right of management.
(I) The address shown under the undersigned's signature at the end of
this subscription agreement is the undersigned's principal
residence if he is an individual, or its principal business
address if a corporation or other entity.
1. The undersigned acknowledges that the undersigned understands the meaning
and legal consequences of the representations and warranties which are
contained herein.
2. The undersigned expressly acknowledges and agrees that the Corporation is
relying upon the undersigned's representations contained in this
subscription agreement.
3. The Corporation represents that: (a) it is duly and validly incorporated
and is validly existing and in good standing as a corporation under the
laws of the State of Nevada; (b) it has all requisite power and authority,
and all necessary authorizations, approvals and orders required as of the
date hereof, to own its properties and conduct its business as described in
the Disclosure Materials; (c) it has the authority to enter into this
subscription agreement and to be bound by the provisions and conditions
hereof; and (d) it is in good standing in any other states which would
impose requirements as a result of the amount of business done by the
Corporation in that state.
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4. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of his or its rights hereunder or under any other
agreement, instrument or papers signed by any of them with respect to the
subject matter hereof unless such waiver is in writing signed by the party
waiving said right. A waiver on any one occasion with respect to the
subject matter hereof shall not be construed as a bar to, or waiver of, any
right or remedy on any future occasion. All rights and remedies with
respect to the subject matter hereof, whether evidenced hereby or by any
other agreement, instrument, or paper, will be cumulative, and may be
exercised separately or concurrently.
5. The parties have not made any representations or warranties with respect to
the subject matter hereof not set forth herein, and this subscription
agreement, together with any instruments executed simultaneously herewith,
constitutes the entire agreement between them with respect to the subject
matter hereof. All understandings and agreements heretofore had between the
parties with respect to the subject matter hereof are merged in this
subscription agreement and any such instrument, which alone fully and
completely expresses their agreement.
6. This agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by
all of the parties to this agreement.
7. The parties agree to execute any and all such other and further instruments
and documents, and to take any and all such further actions reasonably
required to effectuate this subscription agreement and the intent and
purposes hereof and the betterment of the Corporation.
8. This subscription agreement shall be governed by and construed in
accordance with the laws of the State of Nevada the appropriate
jurisdiction within the United States of America. The undersigned hereby
consents to this jurisdiction.
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Execution by Subscriber
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(Exact name in which title is to held)
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(Signature of Subscriber or authorized signatory of Subscriber)
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Name (please print)
Address:
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(Street Number) (Street Name) (Apt. No.)
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(City) (State) (Zip Code)
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(Social Security Number)
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