Exhibit 10.1
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is made the ___ day of _____, 2003 by and
between COMMERCE DEVELOPMENT CORPORATION, LTD., a Maryland corporation (the
"Company"), and ____________ [Name of Investor] (the "Subscriber").
WHEREAS, the Company is seeking an infusion of capital and is desirous
of potential investors; and
WHEREAS, the Subscriber is desirous of investing in the Company
pursuant to the terms of that certain offering (the "Offering") detailed in that
certain Prospectus dated and constituting part of that certain Registration
Statement on Form SB-2 as declared effective by the United States Securities and
Exchange Commission (the "SEC") on __________, 2003 (the "Registration
Statement");
NOW, THEREFORE, in consideration of the promises and agreements set
forth herein, the parties, each intending to be legally bound hereby, do promise
and agree as follows:
1. Securities. The undersigned Subscriber hereby subscribes for and
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agrees to purchase shares (the "Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock") more fully described in the
Prospectus which is incorporated herein by reference. The Subscriber hereby
encloses a check representing payment of $_____ made payable to
"Commerce Development Corporation, Ltd. Escrow Account." The Subscriber
hereby confirms that he has reviewed a copy of the Prospectus.
2. Representations and Warranties. In order to induce the Company to
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accept this Subscription Agreement, the Subscriber represents and warrants
to, and covenants and agrees with the Company as follows:
(a) The Subscriber understands and agrees that unless properly revoked before
closing of a sale of the Shares to the Subscriber, this subscription will be
irrevocable and will survive the Subscriber's death, disability or insolvency,
except that the Subscriber will have no obligations in the event that this
Agreement is rejected in its entirety by the Company.
(b) The Subscriber understands and agrees that (i) this Subscription Agreement
and the payment tendered in accordance herewith, may be accepted or rejected in
whole or in part in the sole and absolute discretion of the Company, (ii) the
unaccepted remainder of the payment to be refunded to the Subscriber in the
event that the Company does not accept the entire payment, and (iii) if the
Company accepts this Agreement in whole or part and the Subscriber tenders the
payment to the Company, then the Subscriber will become a stockholder of the
Company.
(c) The Subscriber has full power and authority to execute and deliver this
Agreement, and such Agreement has been duly executed and delivered by or on
behalf of the Subscriber and constitutes a legal, valid and binding obligation
of the Subscriber enforceable in accordance with its respective terms, except to
the extent such enforceability may be limited by the laws of bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally or by general principles of equity.
(d) Neither the execution, delivery nor performance by the Subscriber of this
Agreement violates or conflicts with, creates (with or without the giving of
notice or the lapse of time, or both) a default under or a lien or encumbrance
upon any of the Subscriber's assets or properties pursuant to or requires the
consent, approval or order of any government or governmental agency or other
person or entity under (i) any note, indenture, lease, license or other material
agreement to which the Subscriber is a party or by which it or any of its assets
or properties is bound, or (ii) any statute, law, rule, regulation or court
decree binding upon or applicable to the Subscriber or its assets or properties.
If the Subscriber is not a natural person, the execution and delivery by the
Subscriber of this Agreement have been duly authorized by all necessary
corporate or other action on behalf of the Subscriber and such investment will
not constitute a breach or violation of, or default under, the charter or bylaws
or equivalent governing documents of the Subscriber.
(e) The Subscriber, if an individual, is at least 21 years of age, and has full
legal capacity to enter into and perform his obligations under the Agreement.
The Subscriber, if signing this Subscription Agreement on behalf of an entity,
has been duly authorized by such entity to do so.
(f) The foregoing representations and warranties are true and accurate as of the
date hereof and will be true and accurate as of the date of delivery of this
Agreement to the Company and will survive such delivery. If at any time prior to
issuance of the Shares to the Subscriber, any representation and warranty of the
Subscriber is no longer true, the Subscriber promptly will give written notice
to the Company specifying which representations and warranties are not true and
the reason therefore, whereupon the Subscriber's subscription may be rejected
or, if previously accepted, such acceptance may be rescinded.
3. Execution in Counterparts. This Agreement may be executed in two or
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more counterparts, each of which shall constitute an original and all of
which, taken together, will constitute the same agreement.
4. Notice and Payment. Any notice required to be given under this Agreement
shall be in writing and delivered personally to the other designated party at
the above stated address or mailed by certified, registered or Express mail,
return receipt requested or by delivery. Either party may change the address to
which notice or payment is to be sent by written notice to the other under any
provision of this paragraph.
5. Jurisdiction/Disputes. This Agreement shall be governed in accordance with
the laws of the State of Texas. All disputes under this Agreement shall be
resolved by litigation in the courts of the State of Texas including the federal
courts therein and the parties all consent to the jurisdiction of such courts,
agree to accept service of process by mail, and hereby waive any jurisdictional
or venue defenses otherwise available to it.
6. Agreement Binding on Successors. The provisions of this Agreement
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shall be binding upon and shall inure to the benefit of the parties hereto,
their heirs, administrators, successors and assigns.
7. Assignability. Neither party may assign this Agreement or the rights
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and obligations hereunder to any third party without the prior express written
approval of the other party which shall not be unreasonably withheld.
8. Waiver. No waiver by either party of any default shall be deemed as a
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waiver of prior or subsequent default of the same of other provisions of this
Agreement.
9. Severability. If any term, clause or provision hereof is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other term, clause or provision and such
invalid term, clause or provision shall be deemed to be severed from this
Agreement.
10. Integration. This Agreement constitutes the entire understanding of the
parties, and revokes and supersedes all prior agreements between the parties and
is intended as a final expression of their understanding. This Agreement shall
not be modified or amended except in writing signed by the parties hereto and
specifically referring to this Agreement. This Agreement shall take precedence
over any other documents which may conflict with this Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have each caused to be affixed hereto its or his/her hand and seal the
day indicated.
__________________
[Name of Subscriber]
COMMERCE DEVELOPMENT CORPORATION, LTD.
By
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Xxxxxx X. Xxxxxx, President
TYPE OF OWNERSHIP
(Check One)
Individual (one signature required)
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Joint Tenants with Right of Survivorship (both parties must
--------- sign)
Tenants in Common (both parties must sign)
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--------- Community Property (one signature required if interest held in
one name, i.e., managing spouse, two signatures required if
interest held in both names).
--------- Trust
--------- Corporation
--------- Partnership
Please print here the exact name (registration) investor desires for the Shares.
SIGNATURE PAGE
FOR INDIVIDUAL INVESTOR
______________________
Signature
______________________
Social Security Number
______________________
Print or Type Name
Residence Address:
______________________
______________________
Mailing Address:
_____________________
_____________________
Executed at ___________________, this _____ day of _________________, 2003.
THE STATE OF *
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*
COUNTY OF *
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On this ___day of _______________, 2003, before me, the undersigned, a
Notary Public of said State, duly commissioned and sworn, personally appeared
_________________________________, known to me to be the person or person(s)
whose name is (or whose names are) subscribed to the within instrument, and
acknowledged that he (or she or they) executed the same for the purposes and
consideration therein expressed, AND WHO ALSO UPON OATH SWORE THAT THE
STATEMENTS THEREIN CONTAINED ARE TRUE AND CORRECT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
___________________________________
Notary Public for the State of_____
Printed Name:______________________
My Commission Expires:_____________
SIGNATURE PAGE
FOR CORPORATE OR PARTNERSHIP INVESTOR
Name of Corporation or Partnership (Please Print or Type)
By
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Signature of Authorized Agent
Title:
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Taxpayer Identification Number:
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Address of Principal Offices:
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Mailing Address, if Different:
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Attention:
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Executed at _______________, this _____ day of _________________, 2003.
THE STATE OF *
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*
COUNTY OF *
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On this ___day of _______________, 2003, before me, the undersigned, a
Notary Public of said State, duly commissioned and sworn, personally appeared
_________________________________, known to me to be the person or person(s)
whose name is (or whose names are) subscribed to the within instrument, and
acknowledged that he (or she or they) executed the same for the purposes and
consideration therein expressed, AND WHO ALSO UPON OATH SWORE THAT THE
STATEMENTS THEREIN CONTAINED ARE TRUE AND CORRECT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
___________________________________
Notary Public for the State of_____
Printed Name:______________________
My Commission Expires:_____________
SIGNATURE PAGE
FOR TRUST INVESTOR
Name of Trust (Please Print or Type)
Name of Trustee (Please Print or Type)
By
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Trustee's Signature
Date Trust was Formed:
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Taxpayer Identification Number:
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Trustee's Address:
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Attention:
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Executed at _______________, this _____ day of _________________, 2003.
THE STATE OF *
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*
COUNTY OF *
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On this ___day of _______________, 2003, before me, the undersigned, a
Notary Public of said State, duly commissioned and sworn, personally appeared
_________________________________, known to me to be the person or person(s)
whose name is (or whose names are) subscribed to the within instrument, and
acknowledged that he (or she or they) executed the same for the purposes and
consideration therein expressed, AND WHO ALSO UPON OATH SWORE THAT THE
STATEMENTS THEREIN CONTAINED ARE TRUE AND CORRECT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
___________________________________
Notary Public for the State of_____
Printed Name:______________________
My Commission Expires:_____________
