Exhibit 10.1
SUBSCRIPTION AGREEMENT
To: TradeOn, Inc.
Attn: Xxxxx Xxxxxx, Secretary
1. APPLICATION. The undersigned ("Investor"), intending to be legally
bound, hereby subscribes for 2,000,000 Shares of the $.0001 par value Common
Stock ("Securities") of TradeOn, Inc., a Nevada corporation (the "Company") at a
purchase price of $0.00023 per Share, equaling a total price of $459.
The undersigned understands that his/her Subscription to purchase
Securities may be accepted or rejected in whole or in part by the Company in its
sole discretion. Enclosed is the undersigned's check made payable to the
Company.
2. REPRESENTATIONS AND WARRANTIES. The undersigned represents and warrants
as follows:
(a) The Securities are being purchased solely for the undersigned's account,
for investment purposes only and not with a view to the distribution of
said Securities and not with a view to assignment or resale thereof, and no
other person will have a direct or indirect beneficial interest in such
Securities.
(b) The undersigned, if a corporation, partnership, trust or other entity is
authorized and otherwise duly qualified to purchase and hold the Securities
and to enter into this Subscription Agreement.
3. MISCELLANEOUS.
(a) This Subscription Agreement shall survive the death or disability of the
undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted assigns.
(b) This Subscription Agreement has been duly and validly authorized, executed
and delivered by the undersigned and constitutes the valid, binding and
enforceable agreement of the undersigned. If this Subscription Agreement is
being completed on behalf of a corporation, partnership, or trust, it has
been completed and executed by an authorized corporate officer, general
partner, or trustee.
(c) This Subscription Agreement referred to herein constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof and together supersede all prior discussions or agreements relating
to the purchase of these Securities.
(d) Within five (5) days after receipt of a written request from the Company,
the undersigned agrees to provide such information, to execute and deliver
such documents and to take, or forbear from taking, such actions or provide
such further assurances as reasonably may be necessary to correct any
errors in documentation or to comply with any and all laws to which the
Company is subject.
(e) The Company shall be notified immediately of any change in any of the
information contained above occurring prior to the undersigned's purchase
of the Securities or at any time thereafter for so long as the undersigned
is a holder of the Securities.
4. REPRESENTATIONS. The undersigned hereby additionally represents and
warrants that:
(i) The undersigned is purchasing for his/her/its own account and not on
behalf of any other person.
(ii) The undersigned will not sell or assign the Securities except in
accordance with the provisions of the Securities Act of 1933, as amended,
or pursuant to the registration Requirements under the Act, or pursuant to
an available exemption under the Act such as Rule 144, which requires a
prior holding period of not less than one year from date of purchase.
(iii) Share certificates shall bear an appropriate restrictive legend that
restricts the further sale or assignment of the Securities except in
accordance with the foregoing provisions set forth above.
(iv) The undersigned is aware that there is no public market for the
Company's Securities that the transfer of Securities is subject to certain
restrictions according to law and that, as a consequence, it may not be
possible for the undersigned to liquidate the Securities, which may have to
be held indefinitely, which makes this offering an illiquid investment.
The undersigned has executed this Subscription Agreement this 7 day of
December, 2007.
2,000,000 x $ 0.00023 = $459 USD
(Shares being purchased) (Subscription Price)
If the Investor is an individual, check whether purchased as [ ] JOINT TENANTS,
as [ ] TENANTS IN COMMON, as [ ] COMMUNITY PROPERTY, or as an [X] Individual.
Securities should be issued in the name of:
Xxxx Xxxxx
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(Print or Type Owner's Name)
30 Eliahu Miferrera St.
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(Owner's Xxxxxxx Xxxxxxx)
Xxx Xxxx 00000
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(City) (State) (Zip)
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(Telephone)
/s/ Xxxx Xxxxx
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(Signature of Investor)
SUBSCRIPTION ACCEPTED AND AGREED TO
This 7 Day of December 2007
/s/ Xxxxx Xxxxxx
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TRADEON , INC.
Xxxxx Xxxxxx, Secretary.
