SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
FOR
TRANSPACIFIC INTERNATIONAL GROUP CORP.
Dear Xx. Xxxxxxxxx:
This will acknowledge that the undersigned hereby subscribes to
purchase shares of the Common Stock, par value $.0001 per share, of
TRANSPACIFIC INTERNATIONAL GROUP CORP. a corporation formed under the laws of
Nevada (the "Company"), at $.2578 per share, for an aggregate purchase price
of $ . The undersigned acknowledges that these shares have not been and
are not being registered under the Securities Act of 1933, as amended, and
that the certificates received by the undersigned will bear a legend
indicating that transfer of these shares is restricted by reason of the fact
that the said shares have not been so registered.
The undersigned represents that he/she is acquiring these shares for his
own account, for investment purposes only and not with a view of resale or
other distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such shares for any particular
price, or at any particular time, or upon happening of any particular event or
circumstance, except selling, transferring, or disposing of said shares made
upon full compliance with all applicable provisions of the Securities Act of
1933 and the Securities Exchange Act of 1934, and the Rules and Regulations
promulgated by the Securities and Exchange Commission thereunder; and that
such shares must be held indefinitely unless they are subsequently registered
under the Securities Act of 1933 or an exemption from such registration is
available, and that any routine sales of securities made in reliance upon Rule
144 can be made only in limited amounts in accordance with the terms and
conditions of that Rule.
The undersigned also acknowledges that he/she has received the following
information in connection with his purchase of the aforementioned shares of
Common Stock of the Company, and that no other representations, statements or
inducements were made to cause him to purchase these shares;
1. The Company was duly organized under the laws of the State of
Nevada. The Company has authorized twenty million (20,000,000) shares of
Common Stock at $.0001 par value.
2. The Company is a developmental company with limited activities and
which has no significant assets or liabilities at this time. The Company
intends to raise approximately $25,000 through these Subscription Agreements.
An additional $18,000 will be raised in a public or private offering to take
place in the immediate future.
3. TRANSPACIFIC INTERNATIONAL GROUP CORP. is a blank check company which
plans to look for a suitable business to merge with or acquire.
4. Because the Company is a newly organized company and has no
significant assets therefore, the Company cannot give any assurance that it
will be successful, and investors stand a substantial risk of losing their
entire investment.
5. There is no finder in connection with this transaction, and no
commissions are to be paid to any individual or entity in connection with this
transaction.
6. The purchase price of the shares being purchased hereby has been
arbitrarily determined and bears no relationship to the assets or book value
of the Company, or other customary investment criteria. There is no present
market for the Common Stock of the Company, and there is no assurance that a
trading market for the shares will ever develop. Moreover, even if a trading
market for the Common Stock develops, there is no assurance that such trading
market will be maintained.
7. None of the securities of the Company to be purchased hereunder have
been registered with any state regulatory or securities agency or bureau, nor
has any regulatory agency passed upon the merits of the Common Stock of the
Company or the accuracy of the information contained herein.
8. The Company intends to use the proceeds of this offering primarily to
fund a public offering and such funds will be used to obtain and formalize all
documentation and agreements in preparing said offering.
9. The undersigned has been apprised of the fact that the Company has
not registered to do business in the State of New York, nor in any state other
than Nevada and has no assurance that they will register to do business in any
state in the future.
10. In connection with the purchase of these shares of the Company's
Common Stock, the undersigned also acknowledges that:
(a) I have not received any general solicitation of general
advertising regarding the purchase of these shares;
(b) I have sufficient knowledge and experience of financial and
business matters so that I am able to evaluate the merits and risks of
purchasing the Company's Common Stock, and I have had substantial experience
in previous private and public purchases of securities;
(c) I have adequate means to provide for my personal needs, and
possess the ability to bear the economic risk of holding the Common Stock
purchased hereunder indefinitely, and can afford a complete loss on the
purchase of these securities;
(d) During the transaction and prior to purchase, I have read this
investment letter and have full opportunity to ask questions of and receive
answers from the Company and its founders and officers, and to receive such
information contained herein or any additional information requested. I do
not desire to receive any further information; and
(e) I understand the meaning of the first two paragraphs of this
Investment Letter, and that a restrictive legend will be placed on the
certificates representing the shares purchased hereunder, and that
instructions will be placed with the Transfer Agent for the Common Stock
prohibiting the transfer of my shares purchased hereunder absent full
compliance with the Securities Act of 1933 and the Securities Exchange Act of
1934.
CALIFORNIA RESIDENTS
THE COMPANY DOES NOT DO BUSINESS IN, AND DOES NOT DO BUSINESS WITH ANY
PERSON OR GROUP LOCATED IN, SOUTH AFRICA. THIS INFORMATION IS ONLY ACCURATE
AS OF THE DATE HEREOF AND PROSPECTIVE PURCHASERS MAY CONTACT THE SECRETARY OF
STATE OF THE STATE OF CALIFORNIA FOR UPDATED INFORMATION AT: SOUTH AFRICA
BUSINESS NOTICE, OFFICE OF THE SECRETARY OF STATE, 0000 X XXXXXX, XXXX 000,
XXXXXXXXXX, XXXXXXXXXX 00000, TELEPHONE NUMBER (000) 000-0000.
NEW YORK RESIDENTS
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK DOES NOT PASS UPON OR
ENDORSE THE MERITS OF ANY PRIVATE OFFERING. NO OFFERING DOCUMENT HAS BEEN
FILED WITH OR OTHERWISE APPROVED BY THE DEPARTMENT OF SECURITIES OR THE
DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW YORK. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NEW JERSEY RESIDENTS
THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY DOES NOT PASS UPON OR
ENDORSE THE MERITS OF ANY PRIVATE OFFERING. NO OFFERING DOCUMENT HAS BEEN
FILED WITH OR OTHERWISE APPROVED BY THE DEPARTMENT OF SECURITIES OR THE
DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
I hereby subscribe to the shares set forth on page one (1) of this
Subscription Agreement and Investment Letter, and am tendering herewith my
check for the full amount of my subscription, made payable to the Company.
$ shares
Dated:
AGREED AND ACKNOWLEDGED
Name
Address
Phone Number
Soc. Sec. Number
