XXXXX ACQUISITION CORPORATION
SUBSCRIPTION AGREEMENT
To: Xxxxx Acquisition Corporation
00 Xxxxxxxxx Xxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx 00000
Gentlemen:
You have informed me that Xxxxx Acquisition Corporation, a Delaware corporation
(the "Company"), is offering up to 120,000 shares of its $.001 par value common
stock (the "Common Stock") at a price of $10.00 per share as described in and
offered pursuant to the Prospectus furnished to the undersigned herewith (the
"Prospectus"). In addition, you have informed me that the minimum subscription
is 250 shares.
1. SUBSCRIPTION. Subject to the terms and conditions hereof, the undersigned
hereby tenders this subscription, together with payment in United States
currency by check, bank draft or money order payable to "Capital Bank & Trust
Company as escrow agent for Xxxxx Acquisition Corporation" or any other
consideration satisfactory to the Company (the "Funds"), representing the
payment of $10.00 per share for the number of shares of the Common Stock
indicated below.
2. ACCEPTANCE OF SUBSCRIPTION. It is understood and agreed that the Company
shall have the right to accept or reject this subscription in whole or in part,
for any reason whatsoever. The Company shall reject this subscription, if at
all, in writing within ten business days after receipt of this subscription.
Subscriptions not rejected by the Company within this ten day period shall be
deemed accepted by the Company. The Company may reduce the number of shares for
which the undersigned has subscribed, indicating acceptance of less than all of
the shares subscribed on its written form of acceptance.
3. ACKNOWLEDGMENTS. The undersigned hereby acknowledges that he has received a
copy of the Prospectus and agrees to be bound by the terms of this Agreement.
4. REVOCATION. The undersigned agrees that once this Subscription Agreement is
accepted by the Company, it may not be withdrawn by him. Therefore, until the
earlier of the expiration of ten business days after receipt by the Company of
this Subscription Agreement or acceptance of this Subscription Agreement by the
Company, the undersigned may withdraw his or her subscription and receive a full
refund of the subscription price. The undersigned agrees that, except as
provided in this Section 4, he shall not cancel, terminate or revoke this
Subscription Agreement or any agreement of the undersigned made hereunder and
that this Subscription Agreement shall survive the death or disability of the
undersigned.
By executing this subscription agreement, the subscriber is not waiving any
rights he may have under federal securities laws, including the Securities Act
of 1933, as amended and the Securities Exchange Act of 1934, as amended.
Please fill in the information requested below, make your check payable to
"Capital Bank & Trust Company as escrow agent for Xxxxx Acquisition Corporation"
and mail Subscription Agreement, Stock Certificate Registration Instructions and
check to the attention of Xxxxx X. Xxxxxxx, President and Chief Executive
Officer, Xxxxx Acquisition Corporation, 00 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx,
Xxx Xxxx 00000.
_______________ _____________________________
No. of Shares (Signature of Subscriber)
Subscribed
$______________ _____________________________
Funds Tendered ($10.00 Name (Please Print or Type)
per share subscribed)
Date:______________, 2001 _______
Phone Number:
__________________ (Home)
__________________ (Office)
______________________________
(residence street address)
______________________________
(city, state and zip code)
______________________________
(social security or other taxpayer
identification number)
