SUBSCRIPTION AGREEMENT
Exhibit
99.1
THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND SUCH SECURITIES MAY NOT
BE OFFERED OR SOLD IN THE UNITED SATES OR TO UNITED STATES PERSONS UNLESS THE
SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.
NO
NON-U.S. PURCHASER MAY ENGAGE IN ANY HEDGING TRANSACTIONS WITH RESPECT TO THE
SECURITIES.
SHARE
SUBSCRIPTION AGREEMENT
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SOUTHERN
BELLA INCORPORATED
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Xxxxx
X.
Xxxxx, Chief Executive Officer
0000
Xxxxxxxxxx Xx.
Xxxxxxxxx,
XX 00000
This
Subscription Agreement sets forth the terms under which the undersigned
(“Subscriber”) will invest in SOUTHERN BELLA INCORPORATED (the “Corporation”), a
Delaware corporation. This Subscription is one of a limited number of
subscriptions for up to 500,000 shares of Common Stock at a price of $0.10
per
share (the “Shares” or the “Securities”), subject to increase at our option.
The
Shares are being offered to a limited number of Subscribers on behalf of the
Corporation.
Execution
of this Subscription Agreement by the Subscriber shall constitute an offer
by
the Subscriber to subscribe for the Shares set forth in this Agreement on the
terms and conditions specified herein. The Corporation reserves the right to
reject such subscription offer, or, by executing a copy of this Subscription
Agreement, to accept such offer. If the Subscriber’s offer is accepted, the
Corporation will execute this Subscription Agreement and return an executed
copy
of the Subscription Agreement to the Subscriber. If the Subscriber’s offer is
rejected, the payment accompanying this Subscription Agreement will be returned,
with the notice of rejection.
NON-UNITED
STATES SUBSCRIBER DECLARATION
The
Subscriber acknowledges that the Subscriber is purchasing the Shares on a
private basis and the Subscriber represents that the Subscriber has the
following relationship with a director, officer, or promoter of the Corporation
(check one).
Friend
_____
Relative
_____
Business
associate _____
UNITED
STATES SUBSCRIBER DECLARATION
If
the
undersigned is a United States resident, the undersigned warrants and certifies
that the undersigned is an Accredited Investor as that term is defined in
Regulation D promulgated under the Securities Act of the United States, by
virtue of the undersigned’s qualification under one or more of the following
categories (please check the appropriate space or spaces):
_____
The
undersigned is a natural person whose individual net worth, or joint net worth
with the person’s spouse exceeds $1,000,000.00.
_____
The
undersigned is a natural person who had an individual income in excess of
$200,000.00 in each of the two most recent years or joint income with that
person’s spouse in excess of $300,000.00 in each of those years and has a
reasonable expectation of reaching the same income level in the current year.
_____
The
undersigned is a corporation, organization described in section 501(c)(3) of
the
United States Internal Revenue Code, Massachusetts Trust or similar business
trust, or partnership, not formed for the specific purpose of acquiring the
Securities, with total assets in excess of $5,000,000.00.
_____
The
undersigned is a trust, with total assets in excess of $5,000,000.00, not formed
for the specific purpose of acquiring the Securities, whose purchase is directed
by a sophisticated person.
_____
The
undersigned is a director or executive officer of the Corporation.
_____
The
undersigned is a private business development Corporation as defined in section
202(a)(22) of the Investment Advisers Act of 1940.
_____
The
undersigned is a bank as defined in section 3(a)(2) of the Act, or a savings
and
loan association or other institution as defined in section 3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1943; an
insurance Corporation as defined in section 2(13) of the Act; an investment
Corporation registered under the Investment Corporation Act of 1940 or a
business development Corporation as defined in section 2(a)(48) of that Act;
a
Small Business Investment Corporation licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment
Act
of 1958; a plan established and maintained by a state, its political
subdivision, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets
in
excess of $5,000,000.00; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision
is
made by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance Corporation, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000.00 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited subscribers.
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_____
The
undersigned is an entity in which all of the equity owners are accredited
subscribers under one or more of the categories set forth above.
All
Accredited Investors must initial
the
following:
_____
I
understand that the representations contained in this section are made for
the
purpose of qualifying me as an Accredited Investor as that term is defined
pursuant to Regulation D under the Securities Act of 1933, as amended, for
the
purpose of inducing a sale of Securities to me. I hereby represent that the
statement or statements initialed above are true and correct in all respect.
I
understand that a false representation may constitute a violation of law, and
that any person who suffers damage as a result of a false representation may
have a claim against me for damages.
RESTRICTED
SECURITIES AND DISPOSITION UNDER RULE 144
The
Subscriber represents and warrants that the undersigned understands
that:
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Neither
the sale of the securities which the undersigned is acquiring nor
the
securities themselves has been registered under the 1933 Act or any
foreign or state securities laws, and the securities must be held
indefinitely unless subsequently registered under the act or an exemption
from such registration is
available.
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The
certificate representing the securities will be stamped with the
following
legend (or substantially equivalent language) restricting transfer,
“The
securities represented by this certificate have not been registered
under
the Securities Act of 1933 or the laws of any state and have been
issued
pursuant to an exemption from registration pertaining to such securities
and pursuant to a representation by the security holder name hereon
that
said securities have been acquired for purpose of investment and
not for
purpose of distribution. These securities may not be offered, sold,
transferred, pledged or hypothecated in the absence of registration,
or
the availability of an exemption from which such registration. No
hedging
transactions are permitted with respect to the securities. Furthermore,
no
offer, sale, transfer, pledge or hypothecation is to take place without
the prior written approval of counsel to the Corporation being affixed
to
this certificate. The stock transfer agent has been ordered to effect
transfers of or transactions concerning this certificate only in
accordance with the above
instructions.”
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The
subscriber represents and warrants that the undersigned understands
that
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The
Securities are restricted within the meaning of rule 144 promulgated
under
the 1933 Act.
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That
the exemption from registration under rule 144 will not be available
in
any event for at least one year from the date of purchase and payment
of
the securities by the undersigned, and even then will not be available
unless
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A
public trading market then exists for the common stock of the
corporation
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Adequate
information concerning the corporation is then available to the
public
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Other
terms and conditions of rule 144 are complied
with
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Any
sale of the securities may be made by the undersigned only in limited
amounts in accordance with such terms and
conditions
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Without
in any way limiting the representations set forth above, the undersigned further
agrees that the undersigned shall in no event make any disposition of all or
any
portion of the Securities which the undersigned is acquiring unless and
until:
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There
is then in effect a registration statement under the act covering
such
proposed disposition is made in accordance with said registration
statement.
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Or
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The
undersigned shall have notified the Corporation of the proposed
disposition and shall have furnished the Corporation with a detailed
statement of the circumstances surrounding the proposed
disposition,
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The
undersigned shall have furnished the Corporation with an opinion
of the
undersigned’s own counsel to the effect that such disposition will not
require registration of such shares under the
Act.
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Such
opinion of the undersigned’s counsel shall have been concurred in by
counsel for the Corporation and the Corporation shall have advised
the
undersigned of such concurrence.
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INVESTMENT
SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS
AND WARRANTS
Use
of Funds of the Shares.
The
Subscriber acknowledges that the funds to be raised from the Shares are to
be
employed for the business of the Corporation in accordance with management’s
discretion as to the best use of the same for the Corporation’s business plans.
The Corporation reserves the right at any time to alter its business plans
in
accordance with management’s appreciation of the market for the goods and
services of the Corporation.
Method
of Subscription and Terms of Fund Release.
A
Subscription shall be made by delivering to the Corporation a signed copy of
this Subscription Agreement and the Subscription Price made to the Corporation
or such party as the Corporation may direct. The funds will be employed by
the
Corporation immediately upon acceptance of the subscription, or of the lesser
amount if the full subscription is not accepted.
The
Corporation shall return to the Subscriber the Subscription Price, or such
amount as has not been accepted, as to such part of the subscription which
the
Corporation has not accepted.
4
Subscriber’s
Acknowledgments. The
Subscriber agrees and acknowledges that:
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Further
Financing.
The Corporation may issue further offers similar to the within which
may
bear higher or lower prices, as reasonably determined by the Corporation.
The Corporation may, and will, acquire debt and/or equity financing
in the
future if required or advisable in the course of the Corporation’s
business development.
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Withdrawal
or Revocation.
This Subscription Agreement is given for valuable consideration and
shall
not be withdrawn or revoked by the Subscriber once tendered to the
Corporation with the Subscription
Price.
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Agreement
to be Bound.
The Subscriber hereby specifically agrees to be bound by the terms
of this
Subscription Agreement as to all particulars hereof and hereby reaffirms
the acknowledgments, representations, and powers set forth in this
Subscription Agreement;
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Reliance
on Subscriber’s Representations.
The Subscriber understands that the Corporation will rely on the
acknowledgments, representations, and covenants of the Subscriber
herein
in determining whether a sale of the Shares to the Subscriber is
in
compliance with applicable securities laws. The Subscriber warrants
that
all acknowledgments, representations and covenants are true and
accurate.
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Waiver
of Preemptive Rights.
The Subscriber hereby grants, conveys, and vests the Chief Executive
Officer of the Corporation as the Subscriber’s power of attorney solely
for the purpose of waiving any prior or preemptive right which the
Subscriber may have under applicable law to further issues of Securities
of the Corporation.
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Subscriber’s
Representations, Warranties, and Understandings.
The
Subscriber represents and warrants to the Corporation and understands
that:
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Principal.
The Subscriber is purchasing the Shares as principal for his own
account
and not for the benefit of any other person except as otherwise stated
herein, and not with a view to the resale or distribution of all
or any of
the Shares.
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Decision
to Purchase.
The decision of the Subscriber to enter into this agreement and to
purchase Shares pursuant hereto has been based only on the representation
of this agreement and any collateral business plan or offering memorandum
provided herewith or based upon the Subscriber’s relationship with the
foregoing stated person of the Corporation. It is not made on other
information relating to the Corporation and not upon any oral
representation as to fact or otherwise made by or on behalf of the
Corporation or any other person. The Subscriber agrees that the
Corporation assumes no responsibility or liability of any nature
whatsoever for the accuracy, adequacy or completeness of any business
plan
information, which has been created based upon the Corporation’s
management experience. In particular, and without limiting the generality
of the foregoing, the decision to subscribe for Shares has not been
influenced by:
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Newspaper,
magazine or other media articles or reports related to the Corporation
or
its business; or
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Promotional
literature or other materials used by the Corporation for sales or
marketing purposes; or
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Any
representation, oral or otherwise that the Corporation will become
a
listed Corporation, that the Shares will be repurchased or have any
guaranteed future realizable value, or that there is any certainty
as to
the success of the Corporation or liquidity or value of the
Shares.
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Economic
Risk.
The Subscriber has such knowledge and experience in financial and
business
affairs as to be capable of evaluation the merits and risks of his
investment in the Shares and the Subscriber is able to bear the economic
risk of a total loss of the Subscriber’s investment in the
Shares.
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Speculative
Investment.
The Subscriber understands that an investment in the Shares is a
speculative investment and that there is no guarantee of success
of
management’s plans. Management’s plans are an effort to apply present
knowledge and experience to project a future course of action which
is
hoped will result in financial success employing the Corporation’s assets
and present level of management’s skills, and those whom the Corporation
will need to attract (which cannot be assured). Additionally, all
plans
are capable of being frustrated by new or unrecognized or unappreciated
circumstances which can typically not be accurately, or at all,
predicted.
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Status.
If
the Subscriber is a U.S. person then such has been declared in this
document and the Subscriber qualifies as an eligible subscriber under
the
relevant state and federal U.S. laws as elsewhere herein specified.
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Address.
The Subscriber is resident as set out on the last page of this Agreement
as the “Subscriber’s Address” and the address set forth on the last page
of this Agreement is the true and correct address of the
Subscriber.
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Risk
and Resale Restriction.
The Subscriber is aware of the risks and other characteristics of
the
Securities and of the fact that the Subscriber will not be able to
resell
the Securities except in accordance with the applicable securities
legislation and regulatory policy.
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Receipt
of Information.
The Subscriber acknowledges that, to his
satisfaction
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He
has either had access to or has been furnished with sufficient information
regarding the Corporation and the terms of this investment transaction
to
his satisfaction.
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He
has been provided the opportunity to ask questions concerning this
investment transaction and the terms and conditions thereof and all
such
questions have been answered to his
satisfaction.
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He
has been given ready access to and an opportunity to review any
information, oral or written, that he has requested, in particular
to any
offering memorandum or business plan of the Corporation, if available,
concurrent with or as a part of this
subscription.
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No
Prospectus filing.
The Subscriber acknowledges that this is an offering made on a private
basis without a prospectus and that no foreign, federal, state, provincial
or other agency has made any finding or determination as to the merits
of
the investment nor made any recommendation or endorsement of the
Shares.
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Confidentiality.
The Subscriber understands that the Corporation’s business plan and this
Agreement are confidential. The Subscriber has not distributed such,
or
divulged the contents thereof, to anyone other than such legal or
financial advisors as the Subscriber has deemed desirable for purposes
of
evaluating an investment in the Shares and the Subscriber has not
made any
copies thereof except for his own records.
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Age
of Majority.
The Subscriber, if an individual, has attained the age of majority
and is
legally competent to execute this Agreement and to take all actions
required pursuant hereto.
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Authorization
and Formation of Subscriber.
The Subscriber, if a corporation, partnership, trust or other form
of
business entity, is authorized and otherwise duly qualified to purchase
and hold the Shares and such entity has not been formed for the specific
purpose of acquiring Shares in the Offering. If the Subscriber is
one of
the aforementioned entities, it hereby agrees that upon request of
the
Corporation it will supply the Corporation with any additional written
information that may be requested by the
Corporation.
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Legal
Obligation.
This Agreement has been duly and validly authorized, executed and
delivered by and constitutes a legal, valid, binding and enforceable
obligation of the Subscriber.
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Compliance
with Applicable Laws.
The Subscriber knows of no reason why the delivery of this Agreement,
the
acceptance of it by the Corporation and the issuance of the Shares
or
resultant Shares to the Subscriber will not comply with all applicable
laws of the Subscriber’s jurisdiction of residence or domicile, and all
other applicable laws, and the Subscriber has no reason to believe
that
such will cause the Corporation to become subject to or required
to comply
with any additional disclosure, prospectus or reporting requirements.
The
Subscriber will comply with all applicable securities laws and will
assist
the Corporation in all reasonable manners to comply with all applicable
securities laws.
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Encumbrance
or Transfer of Shares.
The Subscriber will not sell, assign, gift, pledge or encumber in
any
manner whatsoever the Shares herein subscribed without the prior
written
consent of the Corporation and in accordance with applicable securities
laws.
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The
Subscriber agrees that the above representations and warranties of the
Subscriber will be true and correct as of the execution of and acceptance of
this Agreement and will survive the completion of the issuance of the Shares.
The Subscriber understands that the Corporation will rely on the representations
and warranties of the Subscriber herein in determining whether a sale of the
Shares to the Subscriber is in compliance with federal and applicable provincial
securities laws and the Subscriber warrants to indemnify and hold harmless
the
Corporation from all damages or claims resulting from any misrepresentation
by
the Subscriber.
Material
Changes.
The
Subscriber undertakes to notify the Corporation immediately should there be
any
material change in the foregoing warranties and representations and provide
the
Corporation with the revised or corrected information. The Subscriber hereby
agrees to indemnify and hold the Corporation and its affiliates, and the Escrow
Agent harmless from and against any and all liability, damage, cost or expense
(including reasonable attorneys’ fees) incurred on account of or arising out
of:
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Any
inaccuracy in the Subscriber’s acknowledgments, representations or
warranties set forth in this
Agreement.
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The
Subscriber’s disposition of any of the Shares contrary to the Subscriber’s
acknowledgments, representations or warranties in this
Agreement.
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Any
suit or proceeding based upon a claim that said acknowledgments,
representations or warranties were inaccurate or misleading or otherwise
cause for obtaining damages or redress from the Corporation or its
affiliates or the disposition of all or any part of the Subscriber’s
Shares
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The
Subscriber’s failure to fulfill any or all of the Subscriber’s obligations
herein.
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Address
for Delivery.
Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by delivery (electronic
or
otherwise) or prepaid registered mail deposited in a post office addressed
to
the Subscriber or the Corporation at the address specified in this Agreement.
The date of receipt of such notice, demand or other communication shall be
the
date of delivery thereof if delivered, or, if given by registered mail as
aforesaid, shall be deemed conclusively to be the fifth day after the same
shall
have been so mailed, except in the case of interruption of postal services
for
any reason whatsoever, in which case the date of receipt shall be the date
on
which the notice, demand or other communication is actually received by the
addressee.
Change
of Address.
Either
party may at any time, and from time to time notify the other party in writing
of a change of address and the new address to which notice shall be given to
it
thereafter until further change.
Severability
and Construction.
Each
Section, sub-section, paragraph, sub-paragraph, term and provision of this
Agreement, and any portion thereof, shall be considered severable, and if,
for
any reason, any portion of this Agreement is determined to be invalid, contrary
to or in conflict with any applicable present or future law, rule or regulation,
that ruling shall not impair the operation of, or have any other effect upon,
such other portions of this Agreement as may remain otherwise intelligible
(all
of which shall remain binding on the parties and continue to be given full
force
and agreement as of the date upon which the ruling becomes final.) The word
“he”
in this Agreement shall also mean she or it, relative of the
Subscriber.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
state of Delaware. Any dispute regarding matters as between the Subscriber
and
the Corporation, whether as a Subscriber or Shareholder, and whether arising
under this Agreement or pursuant to Shareholder or shareholder right pursuant
to
the documents of the Corporation or applicable law, shall be adjudicated in
Delaware unless the Corporation shall determine or permit otherwise.
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Survival
of Representations and Warranties.
The
covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby.
Counterparts.
This
Agreement may be signed by the parties hereto in as many counterparts as may
be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution
date
as set forth in this Agreement. This Agreement may be executed and exchanged
by
facsimile and such facsimile copies shall be valid and enforceable agreements.
Entire
Agreement.
This
Agreement constitutes the only agreement between the parties with respect to
the
subject matter hereof and shall supersede any and all prior negotiations and
understandings. There are no collateral agreements or understandings hereto
and
this Agreement, and the documents contemplated herein, constitutes the totality
of the parties’ agreement. This Agreement may be amended or modified in any
respect by written instrument only.
Successors
and Assigns.
The
terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of the Subscriber, the Corporation, the other stated companies for which the
Corporation acts as agent, and their respective successors and lawfully
permitted assigns; provided that, except as herein provided, this Agreement
shall not be assignable by any party without the written consent of the other.
The benefit and obligations of this Agreement, insofar as they extend to or
affect the Subscriber, shall pass with any assignment or transfer of the Shares
in accordance with the terms of this Agreement.
Subscription
Amount and Payments:
Investor
hereby subscribes for _____ (Number) of Shares for a total purchase price of
$________ (Number of Shares x $0.10) and hereby submits a check in the amount
of
$________ (Number of Shares x $0.10) made payable to:
Tree
Anchor Law Firm, PLLC - Escrow Account
Re:
Southern Bella, Inc.
000
Xxxxx
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
9
Effective
Date
This
Agreement shall take effect upon the date of acceptance by the
Corporation.
DATED
at
__________, __________ on this _____ day of __________, 2007.
Name
of
Subscriber: (please print)
___________________________
Social
Security Number / Corporate Federal ID Number
___________________________
Subscriber’s
Address:
___________________________
___________________________
___________________________
Subscriber’s
email address:
___________________________
Official
Capacity or Title (Corporations Only)
___________________________
Telephone
Number:
___________________________
Authorized
Signature:
___________________________
10
ACCEPTANCE
The
Corporation hereby accepts the above subscription as of this _____ day of
(Month) ________, 2007.
Southern
Bella, Inc.
By:
Title:
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