FORM OF SUBSCRIPTION AGREEMENT
THIS
SUBSCRIPTION AGREEMENT made this ___ day of February, 2008, by and between
Auto
Search Cars, Inc., a Nevada corporation (the "Company"), and the undersigned
(the "Subscriber"), who, for and in consideration of the mutual promises and
covenants set forth herein, do hereto agree as follows:
1
Subscription.
The Subscriber hereby subscribes for shares of $.0001 par value Common Stock
of
the Company (the "Shares") at a price of $0.10 per Share, and herewith tenders
a
payment to the Company in the amount set forth below, in the form of a cashier's
check, wire transfer, or other consideration acceptable to the Company, made
payable to and delivered to the Company. This Subscription Agreement is an
irrevocable offer by the Subscriber to purchase the shares, and, subject to
the
terms hereof, shall become a contract for the sale of said shares upon the
acceptance thereof by the Company.
2.
Acceptance.
This Subscription Agreement is subject to the Company's discretionary right
to
accept or reject the subscription tendered herewith. If the Company shall for
any reason reject this subscription, the subscription amount will be refunded
in
full, without interest, and this Subscription Agreement shall be null, void
and
of no effect. Acceptance of this subscription by the Company will be evidenced
by the execution hereof by an officer of the Company.
3.
Subscriber
Representations.
The Subscriber hereby represents and warrants that:
(a)
The Subscriber's representations in this Subscription Agreement are complete
and
accurate to the best of the Subscriber's knowledge, and the Company may rely
upon them. The Subscriber will notify the Company immediately if any material
change occurs in any of the information before the sale of the
Shares.
(b)
The Subscriber is either (1) an "accredited investor" as defined under Rule
501
of Regulation D and, the Subscriber, either alone or in conjunction with the
Subscriber's purchaser representative(s) if any, has such knowledge and
experience in financial and business matters as to be able to evaluate the
merits and risks of an investment herein, or (2) is able to bear the economic
risk of an investment in the Shares for an indefinite period of time, can afford
to risk the loss of the entire investment in the Shares, and will, after making
an investment in the Shares, have sufficient means of providing for his (or
her)
current needs and possible future contingencies. Additionally, the Subscriber's
overall commitment to investments which are not readily marketable is not
disproportionate to his (or her) net worth and this Subscription Agreement
will
not cause such overall commitment to become excessive.
(c)
The Subscriber understands and acknowledges that, the securities are being
offered and sold in reliance upon an exemption from registration under Rule
506
of Regulation D promulgated under the Securities Act of 1933 (the "Act"), and
are therefore subject to limitations on resale, the securities subscribed for
herein are nonetheless being acquired for the Subscriber's own account and
risk,
and not on behalf of any other person. The Subscriber is aware that there are
restrictions on the transferability of the securities, meaning
that the securities cannot be sold for at least a six months without registering
them,
there is presently no established public market for the securities and no
assurance of a future public market for the securities, and, accordingly, it
is
unlikely that the Subscriber will be able to readily liquidate an investment
in
the securities.
(d)
The Subscriber hereby agrees that Subscriber does not have the right to cancel
this Subscription Agreement, which shall survive the death, disability, or
the
cessation of existence as a legal entity, of the Subscriber. Further, the
Subscriber agrees that he does not have the right, and will not attempt, to
transfer his interest herein.
(e)
The Subscriber has had access to any and all information concerning the Company
which the Subscriber and the Subscriber's financial, tax and legal advisors
required or considered necessary to make a proper evaluation of this investment.
In making the decision to purchase the securities herein subscribed for, the
Subscriber and his advisers have relied solely upon their own independent
investigations, and fully understand that there are no guarantees, assurances
or
promises in connection with any investment hereunder and understand that the
particular tax consequences arising from this investment in the Company will
depend upon the individual circumstances. The Subscriber further understands
that no opinion is being given as to any securities, tax or other matters
involving the Shares.
(f)
The Subscriber has been given the unrestricted opportunity to ask questions
of,
and receive answers from, the Company, or persons acting on its behalf,
concerning the terms and conditions of, and all other matters relating to the
offering, and has been given the unrestricted opportunity to obtain such
additional information with respect to the offering as he has desired,
including, but not limited to, any additional information necessary to verify
the accuracy of the information set forth in the attached documentation. The
undersigned has carefully read all material provided by the Company and has
no
further questions with respect thereto.
(g)
The Subscriber knows that the securities subscribed for herein are offered
and
sold pursuant to exemptions from registration under the Securities Act of 1933,
and state securities law based, in part, on the Subscriber's warranties and
representations, which are the very essence of this Subscription Agreement,
and
constitute a material part of the bargained-for consideration without which
this
Subscription Agreement would not have been executed by the Company.
(h)
By reason of the Subscriber's business or financial experience or the business
or financial experience of professional advisors who are unaffiliated with
and
who are not compensated by the Company or any affiliate or selling agent of
the
Company, directly or indirectly, the Subscriber has the capacity to protect
his
own interest in connection with this transaction or has a preexisting personal
or business relationship with the Company or one or more of its officers,
directors or controlling persons consisting of personal or business contacts
of
a nature and duration such as would enable a reasonably prudent purchaser to
be
aware of the character, business acumen and general business and financial
circumstances of such person with whom such relationship exists.
2
(i)
This Agreement when fully executed and delivered by the Company will constitute
a valid and legally binding obligation of the Subscriber, enforceable in
accordance with its terms. The Subscriber, if it is a partnership, joint
venture, corporation, trust or other entity, was not formed or organized for
the
specific purpose of acquiring the Shares. The purchase of the Shares by the
Subscriber, if it is an entity investor, is a permissible investment in
accordance with the Subscriber's articles of incorporation, by-laws, partnership
agreement, declaration of trust or other similar charter document, and has
been
duly approved by all requisite action by the entity's owners, directors,
officers or other authorized managers. The person signing this document and
all
documents necessary to consummate the purchase of the Shares has all requisite
authority to sign such documents on behalf of the Subscriber, if it is an entity
investor.
4.Governing
Law.
This Subscription shall be governed by the laws of the State of New
York.
5.
Entire
Agreement.
This Subscription Agreement together with the other
documents
executed contemporaneously herewith, constitute the entire agreement between
the
parties with respect to the matters covered thereby, and may only be amended
by
a writing executed by all parties hereto.
6.
Survival
of Representations.
The representations, warranties, acknowledgments and agreements made by the
Subscriber shall survive the acceptance of this Subscription and run in favor
or, and for the benefit of, the Company.
7.
Waiver.
No waiver or modification of any of the terms of this Agreement shall be valid
unless in writing. No waiver of a breach of, or default under, any provision
hereof shall be deemed a waiver of such provision or of any subsequent breach
or
default of the same or similar nature or of any other provision or condition
of
this Agreement.
8.
Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
3
IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement for
the following amount:
|
Number
of Shares subscribed
___________________________
|
|
|
Total
amount of Subscription expressed as an amount denominated in U.S
dollars.
|
$________________________
|
|
__________________________________
(Signature
of Subscriber)
|
__________________________________
(Please
print name; if husband and wife are subscribing as joint owners,
please
also print spouse's name and form of ownership)
|
|
__________________________________
(If
husband and wife are subscribing as joint owners, signature of
spouse)
|
___________________________________
(Social
Security or Tax Identification Number)
|
|
_______________________,
2008
Execution
Date
|
|
|
Residence
Address of Subscriber
(please
print):
|
Mailing
address if different from residence address (please
print):
|
|
__________________________________
(Street)
__________________________________
(City)
(State) (Zip Code)
__________________________________
(Telephone
Number)
|
__________________________________
(Street)
__________________________________
(City)
(State) (Zip Code)
__________________________________
(Telephone
Number)
|
Agreed
to
and accepted by
Auto
Search Cars, Inc. for ____________ Shares
By:____________________________
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