EXHIBIT 10.17
FORM OF
STOCK SUBSCRIPTION AGREEMENT
I, ____________, hereby subscribe for ____________ shares of common stock
of X00.xxx, Inc., a Washington corporation, (the "Company") and represent that I
intend to acquire these securities for my own account with no present intention
of selling or otherwise distributing them to the public. In consideration for
the issuance of such shares to me, I agree to pay to the Company ____________
Dollars (US$____________) under the terms and conditions of that certain
promissory note dated October 1, 1999, reflecting the undersigned as maker and
the Company as holder, a copy of which is attached hereto as Exhibit A.
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In connection with my acquisition of these securities, I understand that
they will not be registered under the Securities Act of 1933 (the "Act"), and
will not be so registered because the transaction in which I am acquiring them
is exempt from registration pursuant to Section 4(2) of the Act as not involving
a public offering.
I further understand that in accordance with the policies of the Securities
and Exchange Commission, the Company will place the following legend upon the
certificates representing my shares:
These shares have not been registered under the Securities Act of 1933, as
amended, and are acquired by the registered holder pursuant to
representation that the holder is acquiring these shares for the holder's
own account, for investment. These shares may not be pledged,
hypothecated, sold, transferred or offered for sale in the absence of an
effective registration statement as to the shares under the Securities Act
of 1933, as amended, or in the absence of an exemption from such
registration requirement.
I have carefully read the foregoing and understand that it relates to
restrictions upon my ability to sell or transfer the securities I am purchasing
hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Stock Subscription
Agreement as of this 1 day of October , 1999.
----- ---------------
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(spouse)
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(Social Security Number) (Social Security Number)
------------------------------------------(Address) --------------------------------------------(Address)
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Please indicate the manner in which the Shares are to be held:
----- Community Property (If Shares are to be held in both spouses' names, both
spouses must sign)
----- Separate Property
SUBSCRIPTION ACCEPTED BY: Date: ______________________
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X00.xxx, Inc. Subscriber: ___________
No. Shares: ___________
By /s/ Alex Peder
---------------------- Subscription Price: $0.001 per share
Alex Peder, President
PROMISSORY NOTE
USD $__________ October 1, 1999
The undersigned, ____________ ("Maker"), promises to pay to X00.xxx, Inc.,
a Delaware corporation, or order ("Payee"), the principal sum of ______________
Dollars ($________), in lawful money of the United States of America, together
with interest thereon from the date hereof, all as hereinafter provided and upon
the following terms and conditions.
The principal and interest under this Note shall be paid as follows:
1. Interest shall accrue on the diminishing principal balance of this Note
from the date hereof at a rate equal to seven percent (7%) per annum. Monthly
payments of principal and interest in the amount of $________ each shall be due
commencing on November 1, 1999 and continuing on the Twelfth Day of each
calendar month until the maturity date of this Note.
2. The entire balance of principal and all accrued interest due under
this Note shall be paid in full no later than one year from the date of this
Note.
3. Maker shall have the right at any time during the term of this Note to
pay the entire balance of principal and interest due hereunder without penalty.
4. All payments pursuant to this Note shall be made to Payee at 00000
00xx Xxx. Xxx., Xxxxxxx, XX, 00000, or such other address as Payee may hereafter
designate from time to time.
Maker shall be in default in the payment of this Note if any payment due
hereunder is not paid within ten (10) days after written notice from Payee that
such payment is past due. Upon default in the payment of any principal or
interest due hereunder, or default in the performance of any terms or conditions
of this Note or the Deed of Trust securing this Note, then the entire principal
balance and accrued interest hereunder shall at once become due and payable
without notice, time being the essence of this Note.
In the event Payee retains an attorney to collect any amount payable under
this Note, or to enforce any of the provisions hereof, Maker agrees to pay all
costs of collection or enforcement, including court costs and attorney's fees,
whether or not a lawsuit is commenced. At the option of Maker, the venue of any
action pursuant to this Note may be in the Superior Court for King County,
Washington.
Maker hereby waives presentment and demand for payment, notice of dishonor,
protest and notice of protest.
Any notice to Maker or Payee shall be delivered or mailed. If mailed, a
notice shall be sent by certified or registered mail, postage prepaid, return
receipt requested as follows, or to such other address as either party may
hereafter designate in writing to the other party:
To Maker: ___________________
___________________
___________________
To Payee: X00.xxx, Inc.
00000 00xx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Chief Financial Officer
A notice shall be deemed given on the date of delivery or the date marked on the
return receipt (if mailed).
This Note shall inure to the benefit of Payee and any successor of Payee,
but shall not be assigned by Payee without Maker's consent. This Note shall be
binding upon Maker and Maker's successors, assignees, personal representatives
and heirs.
This Note shall be governed by and construed under the laws of the state of
Washington.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO
FORBEAR FORM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
MAKER:
_______________________
By:
______________________
