SUBSCRIPTION AGREEMENT TrailerDragon, Inc.
TrailerDragon,
Inc., a Nevada corporation with its principal office at 0000 X. Xxxxxx, Xxxxx X,
Xxxxxxx, XX 00000 (hereinafter the "Company") and the undersigned (hereinafter
the “Subscriber”) agree as follows:
WHEREAS:
A. The
Company desires to issue a maximum of 3,750,000 shares of Common Stock of the
Company at a price of $0.006 per share (hereinafter the "Shares");
and
B. Subscriber
desires to acquire the number of Shares set forth on the signature page
hereof.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set-forth, the parties hereto do hereby agree as
follows:
SUBSCRIPTION
FOR SHARES
1.1 Subject
to the terms and conditions hereinafter set-forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Shares as
is set-forth upon the signature page hereof at a price equal to $0.006 per
share, and the Company agrees to sell such Shares to Subscriber for said
purchase price. Upon execution, this subscription shall be
irrevocable by Subscriber.
1.2 The
purchase price for the Shares subscribed to hereunder is payable by the
Subscriber contemporaneously with the execution and delivery of this
Subscription Agreement to Xxxxxx Xxxxxx, Chief Executive
Officer, at 0000 X. Xxxxxx, Xxxxx X, Xxxxxxx, XX 00000 or such other
place as the Company shall designate in writing. Payment can be made
either by submitting a personal check, cashier’s check or money order or by such
other consideration of combination of the foregoing that the board deems
advisable in its discretion, for the full purchase price of $0.006 per Share
with the executed Subscription Agreement. Payments shall be made
payable to “TrailerDragon, Inc.”
REPRESENTATIONS
AND WARRANTIES BY SUBSCRIBER
2.1 Subscriber
hereby severally represents and warrants to the Company the
following:
(A)
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Purchaser
is 18 years of age or older or that a bona fide trust has been set up if
he or she is a minor.
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(B)
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Purchaser
understands that he or she must bear the economic risk of the investment
for an indefinite period of time because no public market will exist for
the Shares.
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(C)
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Purchaser
understands that the Shares will not be transferable under federal and
state securities laws except under limited
circumstances.
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(D)
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Purchaser
is acquiring the Shares for his or her own account for investment with no
present intention of dividing his or her interest with others or of
reselling or otherwise disposing of all or any portion of the
same.
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(E)
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Purchaser
has received, read carefully and is familiar with the Offering Memorandum,
and the Company has, during the course of the Offering and prior to the
sale of the Shares, accorded the purchasers and their representative, if
any, the opportunity to ask questions and receive answers concerning the
terms and conditions of this Offering and to obtain any additional
information necessary to verify the accuracy of the information contained
in the Offering Memorandum.
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(F)
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Purchaser
understands the speculative nature of their investment has no need for
liquidity with respect thereto, and is able to sustain a complete loss of
his or her investment.
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(G)
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Purchaser
has a pre-existing personal or business relationship with the Company, its
officers, directors or its affiliates, or meets certain standards
involving his minimum net worth and annual income relating to his or her
ability to be considered an accredited
investor regarding this Offering, and he has such knowledge and
experience in finance, securities, investments and other business matters
so as to be able to protect his interests in connection with his
investment in the Shares.
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(H)
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Purchaser
is not a member of the NASD or other self-regulatory agency that would
require prior approval of a purchase of these
Shares.
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(I)
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Subscriber
acknowledges that no market for the Shares presently exists and none may
develop in the future and accordingly Subscriber may not be able to
liquidate its investment;
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(J)
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Subscriber
hereby acknowledges that this offering of Shares has not been reviewed by
the United States Securities and Exchange Commission ("SEC") and that the
Shares are being issued by the Company pursuant to an exemption from
registration provided by Rule 504 of Regulation D of the Securities Act of
1933 and that the stock certificate evidencing the Shares received by
Subscriber will contain a legend in substantially the following
form:
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THE STOCK
REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND
THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
(K)
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Subscriber
is not aware of any advertisement of the
Shares.
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REPRESENTATIONS
BY THE COMPANY
3.1 The
Company represents and warrants to the Subscriber that:
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(A)
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The
Company is a corporation duly organized, existing and in good standing
under the laws of the State of Nevada and has the corporate power to
conduct the business which it conducts and proposes to
conduct.
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(B)
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Upon
issue, the Shares will be duly and validly issued, fully paid and
non-assessable common shares in the capital of the
Company.
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TERMS
OF SUBSCRIPTION
4.1 There
is a minimum offering of 2,000,000 Shares ($12,000) required for this Offering
to close. The proceeds of this Offering will be deposited in a trust account at
TrailerDragon, Inc. In the event that the minimum offering is not received, we
will promptly return the proceeds to subscribers without
interest. Once the minimum offering is received, TrailerDragon, Inc.
will release all further subscription proceeds received into our operating
account to be used in our business affairs.
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4.2 Subscriber
hereby authorizes and directs the Company to deliver the securities to be issued
to such Subscriber pursuant to this Subscription Agreement to Subscriber’s
address indicated herein.
4.3 Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Nevada.
4.4 The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.
ACCREDITED
INVESTOR STATUS
5.1 ÿ By checking this box, Subscriber
represents and warrants to the Company that the Subscriber is an "Accredited
Investor" as such term is defined in Rule 501 of Regulation D promulgated under
the United States Securities Act of 1933, as amended (the "Act"). The
Subscriber acknowledges having reviewed and considered the definition of
“Accredited Investor” attached to this Subscription
Agreement.
IN WITNESS WHEREOF, this
Subscription Agreement is executed as of the ___ day of ________
2008.
Number of Shares Subscribed For: | |
Amount
of Subscription:
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_________________________
USD$__________________________
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Authorized
Signature of Subscriber:
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Name
of Subscriber (print):
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Address
of Subscriber:
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City,
State, Country, Postal
Code: _________________________________________________________
Home
Phone:
_____________________ Business
Phone: _________________________
Cell
Phone:
_______________________ Business
Fax: ___________________________
Email
address
1: __________________________________________
Email
address 2: ___________________________________________
Subscriber’s
Social Security No. or
Tax Identification Number:
______________________________________
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Delivery
Instructions (If Different from above)
The
Subscriber hereby directs the Company to deliver the Share Certificate
to:
Name: ____________________________________________________________
Address:
___________________________________________________________
City:
____________________ State: ________________ Postal Code:
__________
Country:
_______________________________________
ACCEPTED BY:
TRAILERDRAGON, INC.
Signature
of Authorized
Signatory: __________________________________
Name of
Authorized
Signatory: __________________________________
Position
of Authorized
Signatory: __________________________________
Date of
Acceptance: __________________________________
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Accredited Investor
Definition
The
Subscriber will be an "Accredited Investor" as such term is defined in Rule 501
of Regulation D promulgated under the United States Securities Act of 1933, as
amended (the "Act") if the Subscriber is any of the following:
(1) Any
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of his purchase, exceeds $1,000,000;
(2) Any
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;
(3) Any
director, executive officer of the Company;
(4) Any trust
with total assets in excess of $3,750,000, not formed for the specific purpose
of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Rule 503(b)(2)(ii);
(5) Any
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;
(6) Any
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 $3,750,000;
(7) Any
bank as defined in Section 3(a)(2) of the Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity;
(8) Any
insurance company as defined in Section 2(13) of the Act;
(9) Any
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;
(10) Any
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;
(11) Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of
$3,750,000;
(12) Any
employee benefit plan within the meaning 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, savings and loan
association, insurance company, or registered investment adviser, if the
employee benefit plan has total assets in excess of $3,750,000, or if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors; and
(13) Any
entity in which all of the equity owners are accredited investors.