SUBSCRIPTION AGREEMENT
California News Tech., a Nevada corporation with its principal offices at 000 Xxxxxxxx Xx., Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (hereinafter the "Company") and the undersigned (hereinafter the "Subscriber") agree as follows:
WHEREAS:
A. The Company desires to issue a maximum of 1,000 units representing 1,000 shares of common stock of the Company, plus 1 warrant to
purchase 1,000 shares of common stock for $2 per share, exercisable for 12 months, at a price of $1,000.00 per unit (hereinafter the "Shares");
and
B. Subscriber desires to acquire the number of Shares set forth on the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set-forth, the parties hereto do hereby agree as follows:
SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set-forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such
number of units as is set-forth upon the signature page hereof at a price equal to $1,000.00 per unit, and the Company agrees to sell such
Shares to Subscriber for said purchase price subject to the Company’s right to sell to Subscriber such lesser numbers of Shares as it may, in its
sole discretion, deem necessary or desirable. Upon execution, this subscription shall be irrevocable by Subscriber.
1.2 The purchase price of the Shares subscribed to hereunder is payable by the Subscriber contemporaneously with the execution and delivery of
this Subscription Agreement.
REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER
2.1 Subscriber hereby severally represents and warrants to the Company the following:
A) Subscriber recognizes that the purchase of Shares subscribed to herein involves a high degree of risk in that the Company has only recently
commenced its proposed business and may require substantial funds in addition to the proceeds of this private placement;
B) An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider
investing in the
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Company and the Shares;
C) Subscriber has been delivered a prospectus (The "Prospectus") furnished by the Company to Subscriber;
D) Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly
Subscriber may not be able to liquidate its investment;
E) Subscriber is acquiring the Shares as principal for Subscriber’s own account and benefit;
2.2 Subscriber by making such representations has not waived any right of action they may have under the applicable federal securities
laws.
REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber that:
A) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate
power to conduct the business which it conducts and proposes to conduct;
B) Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.
TERMS OF SUBSCRIPTION
4.1 Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company in a separate account.
Once accepted, the funds will be released and immediately available to the Company for its general corporate purposes. In the Event the
subscription is not accepted, the subscription funds will be immediately returned to the Subscriber by the Company.
4.2 Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription
Agreement to Subscriber’s address indicated herein.
4.3 The Shares are being offered on a "best efforts" basis as more particularly set forth in the Prospectus.
MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to
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the Company, at its principal offices at 000 Xxxxxxxx Xx., Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xx. Xxxxxx Xxxx, CEO, and to
Subscriber at his or her or its address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given
on the date of mailing, except notices of change of address, which shall be deemed to have been given when received.
5.2 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all
the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada.
5.3 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may
be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ________ day of __________________ , 2004.
Number of Units Subscribed For: ________________
Corresponding Number of Common Shares: ________________
Dollar Amount: _______________________________________________
Signature of Subscriber: _______________________________________________
Name of Subscriber (please print): ___________________________________________
Address of Subscriber: _______________________________________________
Subscriber’s SS#: _______________________________________________
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Please register the Shares on the books and records of the Company that I (we) am (are) purchasing as follows:
Name(s)________________________________________________________________
As (check one): ____Individual ____Corporation ____Existing Partnership
____Joint Tenants WROS _____Tenants-in-Common ____Trust
____Minor with Adult Custodian under the Uniform Gift to Minors Act
____Tenants in the Entirety (Married Couples Only)
ACCEPTED BY: California News Tech:
Signature of Authorized Signatory: ____________________________________
Name of Authorized Signatory: ____________________________________
Position of Authorized Signatory: ____________________________________
Date of Acceptance: ____________________________________
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