Exhibit 1.1
SUBSCRIPTION AGREEMENT
99 Cent Stuff, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxxxx Xxxxxxxxx
Gentlemen:
1. Subscription. The undersigned hereby subscribes to purchase shares (the
"Shares") of the common stock, par value $.01 per share (the "Common Stock"), of
99 Cent Stuff, Inc., a Florida corporation (the "Company"), on the terms and
conditions of this Agreement.
2. Receipt of Prospectus. The undersigned hereby acknowledges that the
undersigned has received a copy of the Company's Prospectus, dated as of
_________________ ___, 2002 (the "Prospectus"), with respect to the offering of
the Common Stock.
3. Purchase of Shares. The undersigned hereby subscribes for the number of
Shares specified below:
Number of Shares to be purchased: _______ Shares
(minimum of 100 Shares)
Price per Share: x $5.00
Total purchase price: $____________
Amount of enclosed check:
($5.00 per Share times
number of Shares purchased) $____________
4. Payment of Purchase Price. The undersigned has enclosed with this Agreement
the undersigned's personal check (or a certified check, bank check or money
order) payable to "Bank of America -- Escrow Agent for 99 Cent Stuff, Inc." in
payment for the number of Shares listed in Section 3.
5. Title to Shares. The undersigned hereby requests that the Shares be issued as
follows:
Title to be Taken - (check one)
-------------------
[ ] Individual ownership (Name as
it should appear
on the Company's
stock register -
two names for
joint owners -
please print or
type)
[ ] Joint tenants with right of survivorship
[ ] Other-specify: ______________
-------------------
(Residence Address)
Social Security No. or ___________________
Taxpayer Identification No: (Home Phone)
-------------------
(Business Phone)
If you would like to have the shares delivered to your broker account,
please have the broker fill in this section. [Once the subscription closes, we
will contact the name and phone number below, to have the deposit initiated on
the DWAC system at DTC.]
----------------------------, ---------------------------
Phone Number Contact Name
---------------------------------------------------------
Name of Cleaning Broker
6. Escrow Agreement. The undersigned acknowledges and agrees that the
undersigned's funds will be held in escrow in accordance with the terms of the
Escrow Agreement dated ________ __, 2002 by and between the Company and Bank of
America, as escrow agent.
7. Certain Acknowledgments. The undersigned is fully aware that:
(a) The subscription offer set forth in this Agreement may be accepted
or rejected in whole or in part by the Company in its sole and absolute
discretion.
(b) The subscription offer set forth in this Agreement is and shall be
irrevocable, except as set forth in the Prospectus, provided that the
undersigned shall have no obligations under this Agreement in the event that the
subscription offer set forth in this Agreement is rejected or the offering
described in the Prospectus is canceled or withdrawn.
(c) No federal or state agency has made any finding or determination as
to the fairness of the offering for public investment, and no such agency has
made any recommendation or endorsement of the Shares.
(d) There is no public market for the Shares.
8. Miscellaneous
(a) Modification. Neither this Agreement nor any provisions of this
Agreement shall be modified, discharged or terminated except by an instrument in
writing signed by the party against whom any waiver, change, discharge or
termination is sought.
(b) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and permitted assigns. If the undersigned is
more than one person, the obligation of the undersigned shall be joint and
several and the agreements, representations, warranties and acknowledgments
contained in this Agreement shall be deemed to be made by and be binding upon
each such person and his heirs, executors, administrators and successors.
(c) Assignability. This Agreement is not transferable or assignable by
the undersigned. Any purported transfer or assignment by the undersigned
shall be null and void.
(d) Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of Florida.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this ____ day of ___________________, 200__.
-------------------------------
Signature
-------------------------------
Signature (Second signature
required for joint ownership)
ACCEPTANCE OF SUBSCRIPTION:
99 Cent Stuff, Inc. hereby accepts the subscription offer set forth in this
Agreement for ________ Shares, with $________ of proceeds to be deposited in the
escrow account.
99 CENT STUFF, INC.
By:_____________________________
Its: Chairman
Name: Xxxxxxx Xxxxxxxxx
