EXHIBIT 99.2
EXPERT SYSTEMS, INC.
Subscription Agreement
1. Investment:
The undersigned ("Buyer") subscribes for ______ Shares of Common Stock of Expert
Systems, Inc. at $0.05 per share.
Total subscription price ($0.05 times number of Shares): = $________________.
PLEASE MAKE CHECKS PAYABLE TO: Xxxxxxx Xxxx Trust Account fbo Expert Systems
2. Investor information:
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Name (type or print) SSN/EIN/Taxpayer I.D.
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E-Mail address: Address
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Joint Name (type or print) SSN/EIN/Taxpayer I.D
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E-Mail address: Address (If different from above)
Mailing Address (if different from above):
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Street City/State Zip
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Business Phone: Home Phone:
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3. Type of ownership: (You must check one box)
[ ] Individual [ ] Custodian for __________________
[ ] Tenants in Common [ ] Uniform Gifts to Minors Act
of the State of:________________
[ ] Joint Tenants with
rights of Survivorship [ ] Corporation (Inc., LLC, LP) -
Please List all officers,
[ ] Partnership (Limited directors, partners,
Partnerships use "Corporation") managers, etc.:
[ ] Trust [ ] Other (please explain)
[ ] Community Property
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Exhibit 99.2 - continued
4. Further Representations, Warrants and Covenants. Buyer hereby represents
warrants, covenants and agrees as follows:
(a) Buyer is at least eighteen (18) years of age with an address as set
forth in this Subscription Agreement.
(b) Except as set forth in the Prospectus and the exhibits thereto, no
representations or warranties, oral or otherwise, have been made to
Buyer by the Company or any other person, whether or not associated
with the Company or this offering. In entering into this transaction,
Buyer is not relying upon any information, other than that contained
in the Prospectus and the exhibits thereto and the results of any
independent investigation conducted by Buyer at Buyer's sole
discretion and judgment.
(c) Buyer understands that his or her investment in the Shares is
speculative and involves a high degree of risk, and is not recommended
for any person who cannot afford a total loss of the investment. Buyer
is able to bear the economic risks of an investment in the Offering
and at the present time can afford a complete loss of such investment.
(d) Buyer is under no legal disability nor is Buyer subject to any order,
which would prevent or interfere with Buyer's execution, delivery and
performance of this Subscription Agreement or his or her purchase of
the Shares. The Shares are being purchased solely for Buyer's own
account and not for the account of others and for investment purposes
only, and are not being purchased with a view to or for the transfer,
assignment, resale or distribution thereof, in whole or part. Buyer
has no present plans to enter into any contract, undertaking,
agreement or arrangement with respect to the transfer, assignment,
resale or distribution of any of the Shares.
(e) Buyer has (i) adequate means of providing for his or her current
financial needs and possible personal contingencies, and no present
need for liquidity of the investment in the Shares, and (ii) a liquid
net worth (that is, net worth exclusive of a primary residence, the
furniture and furnishings thereof, and automobiles) which is
sufficient to enable Buyer to hold the Shares indefinitely.
(f) If the Buyer is acting without a Purchaser Representative, Buyer has
such knowledge and experience in financial and business matters that
Buyer is fully capable of evaluating the risks and merits of an
investment in the Offering.
(g) Buyer has been furnished with the Prospectus. Buyer has assessed the
merit of this offering on his or her own or otherwise consulted
exclusively with his or her attorney, accountant, or such other
professional advisors with respect to any investment in the Shares as
Buyer deems necessary or advisable, and Buyer acknowledges that all
documents, records and books pertaining to an investment in the Shares
have been made available for Buyer's inspection and analysis, and for
inspection and analysis by such attorney, accountant and/or other
professional advisors, and Buyer understands that the books and
records of the Company will be made available to Buyer and his or her
professional advisors upon reasonable notice for inspection during
reasonable business hours at the Company's principal place of
business.
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Exhibit 99.2 - continued
Buyer acknowledges that he or she and/or his or her professional
advisors have had the opportunity to obtain any additional information
requested in order to verify the accuracy of the contents of the
Prospectus, and to ask questions and/or receive answers from the
officers of the Company concerning the terms and conditions of this
offering, the Prospectus and any additional information requested
which Buyer and/or his or her professional advisors deemed necessary
to evaluate the prudence of this investment and all such questions
have been answered to the full satisfaction of Buyer, none of which
answers are in any way inconsistent with the Prospectus.
(h) Buyer understands that Buyer shall be required to bear all personal
expenses incurred in connection with his or her purchase of the
Shares, including without limitation, any fees which may be payable to
any accountants, attorneys or any other persons consulted by Buyer in
connection with his or her investment in the Offering.
5. Indemnification
(a) Buyer acknowledges an understanding of the meaning of the legal
consequences of Buyer's representations and warranties contained in
this Subscription Agreement and the effect of his or her signature and
execution of this Agreement, and Buyer hereby agrees to indemnify and
hold the Company and each of its officers and/or directors,
representatives, agents or employees, harmless from and against any
and all losses, damages, expenses or liabilities due to, or arising
out of, a breach of any representation, warranty or agreement of or by
Buyer contained in this Subscription Agreement. 6. Acceptance of
Subscription.
(a) It is understood that this subscription is not binding upon the
Company until accepted by the Company, and that the Company has the
right to accept or reject this subscription, in whole or in part, in
its sole and complete discretion. If this subscription is rejected in
whole, the Company shall return to Buyer, without interest, the
Payment tendered by Buyer, in which case the Company and Buyer shall
have no further obligation to each other hereunder. In the event of a
partial rejection of this subscription, Buyer's Payment will be
returned to Buyer, without interest, whereupon Buyer agrees to deliver
a new payment in the amount of the purchase price for the number of
Shares to be purchased hereunder following a partial rejection of this
subscription. 7. Governing Law.
6. Acceptance of Subscription.
(a) It is understood that this subscription is not binding upon the
Company until accepted by the Company, and that the Company has the
right to accept or reject this subscription, in whole or in part, in
its sole and complete discretion. If this subscription is rejected in
whole, the Company shall return to Buyer, without interest, the
Payment tendered by Buyer, in which case the Company and Buyer shall
have no further obligation to each other hereunder. In the event of a
partial rejection of this subscription, Buyer's Payment will be
returned to Buyer, without interest, whereupon Buyer agrees to deliver
a new payment in the amount of the purchase price for the number of
Shares to be purchased hereunder following a partial rejection of this
subscription.
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Exhibit 99.2 - continued
7. Governing Law.
(a) This Subscription Agreement shall be governed and construed in all
respects in accordance with the laws of the State of Nevada without
giving effect to any conflict of laws or choice of law rules.
IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered
by the Buyer and by the Company on the respective dates set forth below.
INVESTOR SUBSCRIPTION ACCEPTED AS OF
___________ day of_________________.
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Signature of Buyer
Expert Systems, Inc.
------------------------- 0000 X. Xxxxxxxx Xx. #0000
Printed Name Xxxxxxxxxx, XX 00000
By:
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Date President
Deliver completed subscription agreements and checks to:
Xxxxxxx Xxxx, Attorney at Law
16810 Avenue of the Fountains, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxx 00000
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