EXHIBIT 99.1
STOCK SUBSCRIPTION OFFER
TYPHOON TUNES, INC.
TO: BOARD OF DIRECTORS:
1. Subscription: ____________________________ (the "Undersigned"),
whose address is ________________________________________________________,
hereby offers to subscribe for __________________________________________
(__________) Units (the "Units") consisting of one share of Common Stock
(the "Stock") and one Warrant (the "Warrants") of Typhoon Tunes, Inc.,
a Nevada corporation ("the Company") whose address is 000 X. Xxxxxx Xxxxxx,
Xxxxx #0, Xxxxxx Xxxx, XX, 00000. The par value of the Common Stock is $.001.
Each Warrant entitles the holder to purchase one share of the Company's
Common Stock at an exercise price of $.10, for a period of two years from
the effective date of the Company's Form SB-2 Registration Statement, filed
with the U.S. Securities and Exchange Commission and made effective on
_______________________. The Undersigned agrees to pay $.025 per Unit for
such Units, for an aggregate purchase price of___________________________
($__________), payable at the time of subscription.
2. Representations and Warranties of the Undersigned: The
Undersigned hereby represents and warrants that:
A. The Undersigned is financially responsible, able to meet his/her/its
obligations hereunder, and acknowledges this investment may be long term and
is by its nature speculative; further, the Undersigned acknowledges he/she/it
is financially capable of bearing the risk of this investment.
B. The Undersigned has had substantial experience in business or
investments in one or more of the following:
(i) knowledge of and investment experience with securities, such
as stocks and bonds;
(ii) ownership of interests in new ventures and/or start-up
companies;
(iii) experience in business and financial dealings, and the
Undersigned can protect his/her/its own interests in an investment of this
nature and does not have a "Purchaser Representative," as that term is
defined in Regulation D of the Securities Act of 1933, as amended, (the
"Securities Act") and does not need such a Representative.
C. The Undersigned is capable of bearing the high degree of economic
risks and burdens of this investment, including, but not limited to, the
possibility of complete loss of all his/her/its investment capital and the
lack of a liquid public market, such that he/she/it may not be able to
readily liquidate the investment whenever desired or at the then current
asking price of the Stock.
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D. At no time was the Undersigned presented with or solicited by any
leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising otherwise than in connection and concurrently with this Offer.
E. The Stock which the Undersigned hereby subscribes is being acquired
solely for his/her/its own account, for investment, and is not being
purchased with a view to or for the resale or distribution thereof and the
Undersigned has no present plans to enter into any contract, undertaking,
agreement or arrangement for such resale or distribution.
The foregoing representations and warranties shall be true and
accurate as of the date hereof and as of the date of any acceptance of
this Offer by the Company and shall survive the date of such acceptance
by the Company.
3. Access to and Furnishing Information: The Company has
provided the Undersigned with a copy of the Prospectus filed with the
U.S. Securities and Exchange Commission. The Undersigned hereby
acknowledges that he/she/it has had an opportunity to review and
understand the foregoing and has, if he/she/it deemed necessary,
consulted with a legal and/or tax advisor.
4. Common Stock Purchase Warrants: Each Warrant consists of
warrant entitles the holder to purchase one share of the Company's Common
Stock at an exercise price of $.10, for a period of two years from the date
of the Prospectus, expiring on __________________________.
5. Revocation: The undersigned agrees that he/she/it shall
not cancel, terminate or revoke this Agreement or any provisions hereof
or any agreement of the Undersigned made hereunder.
6. Notices: All notices or other communications given or
made hereunder shall be in writing and shall be delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid,
to the Undersigned or to the Company at their respective addresses set
forth below.
7. Governing Law: This Agreement and other transactions
contemplated hereunder shall be construed in accordance with and governed
by the laws of the State of Nevada.
8. Entire Agreement: This Offer constitutes the entire
agreement among the parties hereto with respect to the subject matter
hereof and may be amended only by a writing executed by all parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Offer
as of the date and year set forth below.
DATED this ________ day of __________, ______.
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Signature
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Name (Please Print)
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Address
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City Province/State Postal/Zip Code
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Telephone
ACCEPTED BY:
TYPHOON TUNES, INC.
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Xxxxx Xxxxxxx, President and CEO
