SUBSCRIPTION AGREEMENT
________________, 2006
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
Ladies and Gentlemen:
1. PURCHASE OF COMMON STOCK. Intending to be legally bound , I hereby agree to
purchase ________ shares of voting, $0.001 par value common stock (the "Shares") of Viscorp,
Inc. (the "Corporation") for ______________ U.S. Dollars (number of Shares to be purchased
multiplied by $0.50). This offer to purchase is submitted in accordance with and subject to the
terms and conditions described in this Subscription Agreement (the "Agreement"). I
acknowledge that the Corporation reserves the right, in its sole and absolute discretion, to accept
or reject this subscription and the subscription will not be binding until accepted by the
Corporation in writing.
2. PAYMENT. I agree to deliver to the Corporation immediately available funds in the full
amount due under this Agreement, by cash or by certified, personal or cashier's check payable to
the "Viscorp, Inc." The funds will be held by the Company’s attorney, X. Xxxxxxxx XxXxxxxx,
P.C., 0000 Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, uncashed until the minimum amount is raised,
at which time the funds will be released to the company, the checks cashed, and stock
certificates issued. The funds will not be commingled with any other monies, and if the
minimum amount is not raised by the end of the offering period, December 15, 2006, all funds
will be refunded immediately, without interest.
3. ISSUANCE OF SHARES. The Shares subscribed for herein will only be issued upon
acceptance by the Corporation as evidenced by the Corporation returning to the investor an
executed Agreement acknowledging acceptance and upon satisfaction of the terms and
conditions of the offering.
4. REPRESENTATION AND WARRANTIES.
A. I understand that the offering and sale of the Shares is registered under (i) the
Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of
Securities in compliance with their administration and enforcement of the respective States' Blue
Sky Laws and Regulations. In accordance therewith and in furtherance thereof, I represent and
warrant to and agree with the Corporation as follows:
I am a resident of the State of ________________ as of the date of this Agreement and I
have no present intention of becoming a resident of any other state or jurisdiction;
5. IRREVOCABILITY; BINDING EFFECT. I hereby acknowledge and agree that the
purchase hereunder is irrevocable, that I am not entitled to cancel, terminate or revoke this
Agreement or any agreements of the undersigned hereunder and that this Agreement and such
other agreements shall survive my death or disability and shall be binding upon and
inure to the benefit of the parties and their heirs, executor, administrators, successors, legal
representatives and assigns. If the undersigned is more than one person, the obligations of the
undersigned hereunder shall be joint and several, and the agreements, representations, warranties
and acknowledgments herein contained shall be deemed to be made by and are binding upon
each such person and his heirs, executors, administrators, successors, legal representatives and
assigns.
6. MODIFICATION. Neither this Agreement not any provisions hereof shall be waived,
modified, discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or termination is sought.
7. NOTICES. Any notice, demand or other communication which any party hereto may
require, or may elect to give to anyone interested hereunder shall be sufficiently given if [a]
deposited, postage prepaid, in a United States mail box, stamped registered or certified mail,
return receipt requested addressed to such address as may be listed on the books of the
Corporation, [b] delivered personally at such address, or [c] delivered (in person, or by a
facsimile transmission, telex or similar telecommunications equipment) against receipt.
8. COUNTERPARTS. This Agreement may be executed through the use of separate
signature pages or in any number of counterparts, and each of such counterparts shall, for all
purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof, and there are no representations, covenants or other
agreements except as stated or referred to herein.
10. SEVERABILITY. Each provision of the Agreement is intended to be severable from
every other provision, and the invalidity or illegality of any portion hereof shall not affect the
validity or legality of the remainder hereof.
11. ASSIGNABILITY. This Agreement is not transferable or assignable by the undersigned
except as may be provided herein.
12. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Pennsylvania as applied to residents of that state executing contracts
wholly to be performed in that state.
INDIVIDUAL(S) SUBSCRIBER
IN WITNESS WHEREOF, I have executed this Agreement as of the ____ day of ___________,
2006.
Address:
___________________________________
______________________________
Signature of Purchaser
______________________________
___________________________________
Name(s) of Purchaser (Please print or type)
ENTITY SUBSCRIBER
IN WITNESS WHEREOF, I have executed this Agreement as of the ______ day of
_________________, 2006.
Address:
____________________________
____________________________________
Entity
____________________________________
______________________________
Signed By
Its: ___________________________
______________________________
Date
PURCHASE ACCEPTED FOR _________ SHARES:
By: ________________________________
Xxxxxxx Xxxxxxxx, President
Date: _______________________________
