EXHIBIT 4.01
SUBSCRIPTION AGREEMENT
Dynamic Reality, Inc. ("Company") and the person executing this subscription
agreement hereby agree as follows:
1. Subscription for Shares. I (sometimes referred to herein as the
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"Investor") hereby subscribe for and agree to purchase $_______________ worth of
the common stock ("Common Stock") being offered by the Company at $0.05 per
share ("Shares") described in the Prospectus dated DATE OF PROSPECTUS of the
Company ("Prospectus") upon the terms and conditions of the offering described
in the Prospectus.
2. Offering Period. The Shares are currently being offered by the Company
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through DATE OF TERMINATION OFFERING ("Termination Date").
3. Investor Delivery of Documents and Payment. I hereby tender to the
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Company (i) the full purchase price by check or wire and (ii) two manually
executed copies of this Subscription Agreement. Prior to the acceptance of the
subscription by the Company or the return of the subscription amount, the funds
will not be held in an escrow account but will be the property of the Company.
4. Acceptance or Rejection of Subscription. The Company has the right to
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reject this subscription for Shares, in whole or in part for any reason and at
any time prior to it being accepted. In the event of the rejection of this
subscription, my subscription amount paid will be returned promptly to me
without interest or deduction and this Subscription Agreement will have no force
or effect. The Shares subscribed for herein will not be deemed issued to or
owned by me until two copies of this Subscription Agreement have been executed
by me and countersigned by the Company and a closing with respect to my
subscription has occurred.
5. Closing and Delivery of Shares. Closings will occur on a rolling basis
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from time to time at the discretion of the Company, at the offices of the
Company, at any time prior to the Termination Date. In the event my subscription
is accepted, the certificates representing the Shares will be delivered promptly
to me, along with a fully executed version of this Agreement within ten business
days.
6. Investor Representations and Warranties. I acknowledge, represent and
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warrant to the Company as follows:
6.1 Obligations of the Company and the Investor. The Company has no
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obligation to me other than as set forth in this Agreement. I am not entitled to
cancel, terminate or revoke this subscription, and any agreements made in
connection herewith will survive my death or disability. In order to induce the
Company to issue and sell the Shares to me, I represent and warrant that the
information relating to me stated herein is true and complete as of the date
hereof and will be true and complete as of the date on which my purchase of
Shares becomes effective. If, prior to the final consummation of the offer and
sale of the Shares, there should be any change in such information or any of
such information becomes incorrect or incomplete, I agree to notify the Company
and supply the Company promptly with corrective information.
SUBSCRIPTION AGREEMENT
COMPANY NAME
PAGE 2 OF 3
6.2 Information About the Company.
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(1) I have received no representation or warranty from the
Company or any of its respective officers, directors, employees or agents in
respect of my investment in the Company.
7. Entity Authority. If the Investor is a corporation, partnership,
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company, trust, employee benefit plan, individual retirement account, Xxxxx
Plan, or other tax-exempt entity, it is authorized and qualified to become an
investor in the Company and the person signing this Subscription Agreement on
behalf of such entity has been duly authorized by such entity to do so.
8. Governing Law and Jurisdiction. This Subscription Agreement will be
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deemed to have been made and delivered in NAME OF CITY and will be governed as
to validity, interpretation, construction, effect and in all other respect by
the internal laws of the State of NAME OF STATE. Each of the Company and the
Investor hereby (i) agrees that any legal suit, action or preceding arising out
of or relating to this Subscription Agreement will be instituted exclusively in
NAME OF STATE State Supreme Court, County of NAME OF COUNTY, or in the United
States District Court for the District of NAME OF DISTRICT, (ii) waives any
objection to the venue of any such suit, action or proceeding and the right to
assert that such forum is not a convenient forum for such suit, action or
proceeding, (iii) irrevocably consents to the jurisdiction of the NAME OF STATE
State Supreme Court, County of NAME OF COUNTY and the United States District
Court for the District of NAME OF DISTRICT in any such suit, action or
proceeding, (iv) agrees to accept and acknowledge service of any and all process
that may be served in any such suit, action or proceeding in NAME OF STATE State
Supreme Court, County of NAME OF COUNTY or in the United States District Court
for the District of NAME OF DISTRICT, and (v) agrees that service of process
upon it mailed by certified mail to its address set forth on my signature page
will be deemed in every respect effective service of process upon it in any
suit, action or proceeding.
9. Counterparts. This Subscription Agreement may be executed in one or more
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counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument. The execution of this Subscription
Agreement may be by actual or facsimile signature.
10. Benefit. This Subscription Agreement is binding upon and inures to the
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benefit of the parties hereto and their respective heirs, executors, personal
representatives, successors and assigns.
11. Notices. All notices, offers, acceptance and any other acts under this
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Subscription Agreement (except payment) must be in writing, and is sufficiently
given if delivered to the addressees in person, by overnight courier service,
or, if mailed, postage prepaid, by certified mail (return receipt requested),
and will be effective three days after being placed in the mail if mailed, or
upon receipt or refusal or receipt, if delivered personally or by courier or
confirmed telecopy, in each case addressed to a party. All communication to me
should be sent to my preferred address on the signature page hereto. All
communications to the Company should be sent to Xx. Xxxxxxxx Xxxxxxxxx, Dynamic
Reality, Inc., 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0. Each party
may designate another address by notice to the other parties.
SUBSCRIPTION AGREEMENT
COMPANY NAME
PAGE 3 OF 3
12. Oral Evidence. This Subscription Agreement constitutes the entire
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agreement between the parties with respect to the subject matter hereof and
supersedes all prior oral and written agreements between the parties hereto with
respect to the subject matter hereof. This Subscription Agreement may not be
changed, waived, discharged, or terminated orally, but rather, only by a
statement in writing signed by the party or parties against which enforcement or
the change, waiver, discharge or termination is sought.
13. Section Headings. Section headings herein have been inserted for
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reference only and will not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Subscription Agreement.
14. Survival of Representations, Warranties and Agreements. The
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representations, warranties and agreements contained herein will survive the
delivery of, and the payment for, the Shares.
15. Acceptance of Subscription. The Company may accept this Subscription
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Agreement at any time for all or any portion of the Shares subscribed for by
executing a copy hereof as provided and notifying me within a reasonable time
thereafter.
SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION
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Name:_____________________ Name of Joint Investor (if any):__________________
Residence Address: __________________________________________________________
Telephone: (H)__________________ (W) __________________ Fax _________________
Occupation: ___________________________ Employer: ___________________________
Business Address: ___________________________________________________________
Send communications to:
| | Home | | Office | | E-Mail: E-mail address: _______________________
Age: _______
Social Security Number: _______________________
Check manner in which Shares are to be held:
| | Individual | | Tenants in | | Joint Tenants with
Ownership Common Right of Survivorship
(both parties must sign)
| | Community | | Other (please indicate)
Property
______________________
________________________________________________________________________________
ALL INVESTORS MUST SIGN The foregoing subscription is
AND PRINT NAME BELOW: accepted and the Company hereby
agrees to be bound by its terms.
Signature:
__________________________ COMPANY NAME: Dynamic Reality, Inc.
Print Name:
__________________________
Signature: By: ______________________________
__________________________ Name: Xx. Xxxxxxxx Xxxxxxxxx
Print Name: Title: President
__________________________ Date:
________________________________________________________________________________
SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION
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Name of Entity: ____________________________________________________________
Address of Principal Office: ________________________________________________
Telephone: ________________________ Fax: ________________________
Taxpayer Identification Number: _____________________________________
Check type of Entity:
| | Employee | | Limited | | General | | Individual
Benefit Partnership Partnership Retirement
Plan Trust Account
| | Limited | | Trust | | Corporation | | Other (please
Liability indicate)
Company
______________
Date of Formation or incorporation: ______________________
State of Formation or incorporation: _____________________
Describe the business of the Entity: _________________________________________
_______________________________________________________________________________
List the names and positions of the executive officers, managing members,
partners or trustees authorized to act with respect to investments by the Entity
generally and specify who has the authority to act with respect to this
investment.
________________________________________________________________________________
Name Position Authority for this investment
(yes or no)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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ALL INVESTSORS MUST SIGN The foregoing subscription is accepted
AND PRINT NAME BELOW: and the Company hereby agrees to be
bound by its terms.
_________________________________ COMPANY NAME: Dynamic Reality, Inc.
Signature of Authorized Signatory
Name:
Title: By: ______________________________
Name: Xx. Xxxxxxxx Xxxxxxxxx
Title: President
Date:
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