SUBSCRIPTION AGREEMENT
AND
PROSPECTIVE PURCHASER QUESTIONNAIRE
NUTRI XXXXX INDUSTRIES, INC.
SUBSCRIPTION AGREEMENT
TO: NUTRI XXXXX INDUSTRIES, INC., "THE COMPANY", SELLER
All investors are subject to the provisions of the Subscription Agreement.
1. The undersigned hereby subscribes for the purchase of shares of common stock,
@$2.50 per share, of Nutri Xxxxx Industries, Inc. (the "Company"), in accordance
with the terms and conditions of this Subscription Agreement.
2. This subscription is one of a limited number of such subscriptions for shares
of common stock of the Company. The execution of this Subscription Agreement of
the undersigned shall constitute an offer by the undersigned to subscribe for
common shares of stock in the amount specified below. The Seller, Nutri Xxxxx
Industries, Inc., shall have the right (in its sole discretion) to reject such
offer for any reason whatsoever, or, by executing a copy of this Subscription
Agreement, to accept such offer. If such offer is accepted, Nutri Xxxxx
Industries, Inc. will return an executed copy of this Subscription Agreement to
the undersigned, along with a valid share certificate from the Company's
transfer agent, Signature Stock Transfer, Inc., 00000 Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000. If this subscription is rejected or if the offering is
not consummated for any reason, the undersigned's subscription payment will be
returned, uncashed, as soon as practicable following termination of the
offering or the date of rejection, as applicable. It is understood that this
subscription is not binding on Nutri Xxxxx Industries, Inc. unless and until it
is accepted by Nutri Xxxxx Industries, Inc., as evidenced by its execution of
this Subscription Agreement where indicated below.
3. The undersigned hereby makes the following representations and warranties:
a. The undersigned has been furnished with and has carefully reviewed the
prospectus and documents attached thereto.
b. All information provided to the Nutri Xxxxx Industries, Inc. is true and
correct and complete in all respects as of the date hereof.
c. The undersigned is at least twenty-one (21) years of age and sufficient
legal capacity to execute this Subscription Agreement.
d. The undersigned has analyzed and reviewed the information contained in
the Company Prospectus contained in the SB-2 Registration Statement and has had
an opportunity to ask questions of and receive answers from the Company, or any
person or persons acting on its behalf, concerning the terms and conditions of
this investment, and all such questions have been answered to the full
satisfaction of the undersigned.
e. The undersigned has adequate means of providing for his current needs
and possible personal contingencies and has no need for liquidity in this
investment, and his overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and his investment in the
shares will not cause such overall commitment to become excessive.
f. The undersigned understands that the shares of common stock have been
registered under the Securities Act of 1933, as amended (the "Act") pursuant to
the completion of an SB-2 Registration Statement, but not with any state.
g. The undersigned is acquiring the shares of common stock for his own
account for investment purposes only and is not purchasing the subject shares
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for an undisclosed third party.
h. If the undersigned is a corporation, partnership, trust, or other
entity, it represents:
(i) It is duly organized, validly existing, and in good standing under
the laws of the United States of America, or elsewhere, and has all of the
requisite power and authority to invest in the shares as provided herein.
(ii) Such investment does not result in any violation of, or conflict
with, any term of the charter or bylaws of the undersigned or any
instrument to which it is bound or any law or regulation applicable to it.
(iii) Such investment has been duly authorized by all the necessary
action on behalf of the undersigned.
(iv) This Subscription Agreement has been duly executed and delivered
on behalf of the undersigned and constitutes a legal, valid and binding
agreement of the undersigned.
The foregoing representations and warranties shall be true and accurate as
of the date hereof and as of the date of delivery of the purchase price to
Nutri Xxxxx Industries, Inc., and shall survive such delivery period.
4. Miscellaneous
a. This Agreement, any amendments or replacements hereof, and the legality,
validity, and performance of the terms hereof, shall be governed by, and
enforced, determined and construed in accordance with, the laws of the State of
Nevada applicable to contracts, transactions and obligations entered into and to
be performed in such State.
b. This Agreement contains the entire agreement between the parties. The
provisions of this Subscription Agreement may not be modified or waived except
in writing.
c. This Subscription Agreement and the rights, powers and duties set forth
herein shall, except as set forth herein, bind and inure to the benefit of their
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto. The undersigned may not assign any of his rights or
interests in and under this Subscription Agreement without the prior written
consent of the Nutri Xxxxx Industries, Inc., and any attempted assignment
without such consent shall be void and without effect.
d. It is understood that this subscription is offered on a subject top
prior sale basis and is not binding on Nutri Xxxxx Industries, Inc. until the
Company accepts it, which acceptance is at the sole discretion of Company, by
executing this Subscription Agreement where indicated.
5. Subscription. The undersigned hereby subscribes for the purchase of common
shares of stock of Nutri Xxxxx Industries, Inc. and encloses payment in the
amount of $ ($2.50 per share) payable Nutri Xxxxx Industries, Inc., Special
Account"
TYPE OF OWNERSHIP
______ Individual
______ Joint Tenants with Right of Survivorship
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______ Tenants in Common
______ Community Property
______ Other
Executed this ______ day of________________, 2002, at __________________
__________________________________________________
Print Name
__________________________________________________
Signature of Investor
__________________________________________________
Social Security or other identification number
If the Investor has indicated that the shares will be held as joint tenants,
tenants in common or as community property, please complete the following:
__________________________________________________
Print Name of Spouse or Other Investor
__________________________________________________
Signature of Spouse or Other Investor
__________________________________________________
Social Security or other identification number
If the Investor is a partnership, corporation or trust, complete the following:
__________________________________________________
Name of Partnership, Corporation or Trust
(affix seal, if any)
By:_______________________________________________
__________________________________________________
Print Name of Individual Signing
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__________________________________________________
Capacity of Individual Signing
Accepted:
Nutri Xxxxx Industries, Inc.
By:_______________________________________________
Title:____________________________________________
__________________________________________________
Date of Acceptance
