Subscription Agreement
Exhibit
99(b)<?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office"
/>
Marvin’s
Place, Inc.
1.
Investment:
(a)
The undersigned (“Buyer”) subscribes for
Shares of Common Stock
of Marvin’s Place, Inc. at $0.05 per share.
(b)
Total subscription price ($0.05 times number of shares): = $
.
PLEASE
MAKE CHECKS PAYABLE TO:
Xxxxxxx
Xxxxxxxxx, Esq. fbo Marvin’s Place,
Inc.
2.
Investor
information:
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Name
(type or print) |
SSN/EIN/Taxpayer
I.D. |
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E-Mail
address: |
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Address |
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Joint
Name (type or print) |
SSN/EIN/Taxpayer
I.D |
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E-Mail
address: |
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Address
(If different from above) |
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Mailing
Address (if different from above): |
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Street |
City/State |
Zip |
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Business
Phone: |
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Home
Phone: |
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3.
Type
of ownership: (You must
check one box)
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Individual |
Custodian
for |
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Tenants
in Common |
Uniform
Gifts to Minors Act of the State of:
__________________ |
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Joint
Tenants with rights of
Survivorship |
Corporation
(Inc., LLC, LP) – Please
List all officers, directors, partners, managers, etc.: |
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Partnership
(Limited
Partnerships use “Corporation”) |
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Trust |
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Community
Property |
Other
(please explain) |
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4.
Further Representations, Warrants and Covenants. Buyer hereby represents
warrants,
covenants and agrees as follows:
(a)
Buyer is at least eighteen (18) years of age with an address as set
forth
in this Subscription Agreement.
(b)
Except as set forth in the Prospectus and the exhibits thereto, no
representations or warranties, oral or otherwise, have been made to Buyer by
the
Company or any other person, whether or not associated with the Company or
this
offering. In entering into this transaction, Buyer is not relying upon any
information, other than that contained in the Prospectus and the exhibits
thereto and the results of any independent investigation conducted by Buyer
at
Buyer’s sole discretion and judgment.
(c)
Buyer understands that his or her investment in the Shares is speculative
and involves a high degree of risk, and is not recommended for any person who
cannot afford a total loss of the investment. Buyer is able to bear the
economic risks of an investment in the Offering and at the present time can
afford a complete loss of such investment.
(d)
Buyer is under no legal disability nor is Buyer subject to any order,
which would prevent or interfere with Buyer’s execution, delivery and
performance of this Subscription Agreement or his or her purchase of the Shares.
The Shares are being purchased solely for Buyer’s own account and not for
the account of others and for investment purposes only, and are not being
purchased with a view to or for the transfer, assignment, resale or distribution
thereof, in whole or part. Buyer has no present plans to enter into any
contract, undertaking, agreement or arrangement with respect to the transfer,
assignment, resale or distribution of any of the Shares.
(e)
Buyer has (i) adequate means of providing for his or her current
financial needs and possible personal contingencies, and no present need for
liquidity of the investment in the Shares, and (ii) a liquid net worth (that
is,
net worth exclusive of a primary residence, the furniture and furnishings
thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares
indefinitely.
(f)
If the Buyer is acting without a Purchaser Representative, Buyer has
such
knowledge and experience in financial and business matters that Buyer is fully
capable of evaluating the risks and merits of an investment in the
Offering.
(g)
Buyer has been furnished with the Prospectus. Buyer has assessed
the merit of this offering on his or her own or otherwise consulted exclusively
with his or her attorney, accountant, or such other professional advisors with
respect to any investment in the Shares as Buyer deems necessary or advisable,
and Buyer acknowledges that all documents, records and books pertaining to
an
investment in the Shares have been made available for Buyer’s inspection and
analysis, and for inspection and analysis by such attorney, accountant and/or
other professional advisors, and Buyer understands that the books and records
of
the Company will be made available to Buyer and his or her professional advisors
upon reasonable notice for inspection during reasonable business hours at the
Company’s principal place of business. Buyer acknowledges that he or she
and/or his or her professional advisors have had the opportunity to obtain
any
additional information requested in order to verify the accuracy of the contents
of the Prospectus, and to ask questions and/or receive answers from the officers
of the Company concerning the terms and conditions of this offering, the
Prospectus and any additional information requested which Buyer and/or his
or
her professional advisors deemed necessary to evaluate the prudence of this
investment and all such questions have been answered to the full satisfaction
of
Buyer, none of which answers are in any way inconsistent with the
Prospectus.
(h)
Buyer understands that Buyer shall be required to bear all personal
expenses incurred in connection with his or her purchase of the Shares,
including without limitation, any fees which may be payable to any accountants,
attorneys or any other persons consulted by Buyer in connection with his or
her
investment in the Offering.
5.
Indemnification
Buyer
acknowledges an understanding of the meaning of the legal consequences of
Buyer’s representations and warranties contained in this Subscription Agreement
and the effect of his or her signature and execution of this Agreement, and
Buyer hereby agrees to indemnify and hold the Company and each of its officers
and/or directors, representatives, agents or employees, harmless from and
against any and all losses, damages, expenses or liabilities due to, or arising
out of, a breach of any representation, warranty or agreement of or by Buyer
contained in this Subscription Agreement.
6.
Acceptance of Subscription.
It
is
understood that this subscription is not binding upon the Company until accepted
by the Company, and that the Company has the right to accept or reject this
subscription, in whole or in part, in its sole and complete discretion. If
this subscription is rejected in whole, the Company shall return to Buyer,
without interest, the Payment tendered by Buyer, in which case the Company
and
Buyer shall have no further obligation to each other hereunder. In the
event of a partial rejection of this subscription, Buyer’s Payment will be
returned to Buyer, without interest, whereupon Buyer agrees to deliver a new
payment in the amount of the purchase price for the number of Shares to be
purchased hereunder following a partial rejection of this
subscription.
7.
Governing Law.
This
Subscription Agreement shall be governed and construed in all respects in
accordance with the laws of the State of Nevada without giving effect to any
conflict of laws or choice of law rules.
IN
WITNESS WHEREOF, this Subscription
Agreement has been executed and delivered by the Buyer and by the Company on
the
respective dates set forth below.
Investor’s Subscription Accepted:
___________________________________
Signature
of Buyer
Xxxxx Xxx
President
Marvin’s Place, Inc.
Printed
Name
Dated:
Date
Deliver
completed subscription agreements and checks to:
Xxxxxxx
Xxxxxxxxx, Esq.
0000
Xxxxxx
Xxxxxxxx,
XX
00000-0000
