Exhibit 99.1
SUBSCRIPTION AGREEMENT
XX Xxxxxxx Enterprises, Inc.
Gentlemen: The undersigned hereby subscribes for _________ Shares of the common
stock of XX Xxxxxxx Enterprises, Inc.. (the "Shares") at a purchase price of
fifty 32/100 cents ($0.50) per Share. The undersigned hereby agrees to purchase
___________ of the Shares (the "Offering").
The undersigned subscriber (sometimes hereinafter referred to as the
"Subscriber") agrees to pay a minimum of $100 (one hundred) and 00/100 Dollars
($___________) as a subscription for the Shares being purchased hereunder. The
entire purchase price is due and payable upon the execution of this Subscription
Agreement, and shall be paid by check or subject to collection, made payable to
the order of XX Xxxxxxx Enterprises, Inc. Account. The management of XX Xxxxxxx
Enterprises, Inc. shall have the right to reject this subscription in whole or
in part.
The undersigned acknowledges that the Shares being purchased
hereunder will be registered under the Securities Act of 1933, as amended (the
"1933 Act"), and will only be available for sale in the state of Texas and will
be issued pursuant to registration statement on form SB-2 promulgated under the
rules and regulations of the Securities Act of 1933.
1. The undersigned represents, warrants, and agrees as follows:
(a) This Subscription Agreement is and shall be irrevocable.
(b) He has carefully read this Subscription Agreement, and the Registration
Statement and Exhibits thereto (the "Disclosure Materials") all of which the
undersigned acknowledges have been provided to him. The undersigned has been
given the opportunity to ask questions of, and receive answers from, XX Xxxxxxx
Enterprises, Inc. concerning the terms and conditions of this Offering and the
Disclosure Materials and to obtain such additional written information, to the
extent XX Xxxxxxx Enterprises, Inc. possesses such information or can acquire it
without unreasonable effort or expense, necessary to verify the accuracy of
same, as the undersigned desires in order to evaluate the investment. The
undersigned further acknowledges that he has received no representations or
warranties from XX Xxxxxxx Enterprises, Inc., the Issuers Agent, or their
respective employees or agents in making this investment decision other than as
set forth in the Disclosure Materials.
(c) He is aware that the purchase of the Shares is a speculative
investment involving a high degree of risk and that there is no guarantee that
he will realize any gain from this investment, and that the entire investment
could be lost. The undersigned acknowledges that he has specifically reviewed
the sections in the Registration Statement entitled "Risk Factors."
(d) He understands that no federal or state agency has made any finding
or determination regarding the fairness of this Offering of the Shares for
investment, or any recommendation or endorsement of this offering.
(e) He, if an individual, has adequate means of providing for his
current needs and personal and family contingencies and has no need for
liquidity in this investment in the Shares. The undersigned has no reason to
anticipate any material change in his personal financial condition for the
foreseeable future.
(f) He is financially able to bear the economic risk of this
investment, including the ability to hold XX Xxxxxxx Enterprises, Inc. shares
indefinitely or to afford a complete loss of his investment in XX Xxxxxxx
Enterprises, Inc.
(g) His overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and the investment in the
Shares will not cause such overall commitment to become excessive.
(h) The funds provided for this investment are either separate
property of the undersigned, community property over which the undersigned has
the right of control, or are otherwise funds as to which the undersigned has the
sole right of management.
(j) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY:
If the undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g. if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose
of acquiring these Shares, and (iii) the undersigned has the full power and
authority to execute this Subscription Agreement on behalf of such entity and to
make the representations and warranties made herein on its behalf, and (iv) this
investment in XX Xxxxxxx Enterprises, Inc. has been affirmatively authorized, if
required, by the governing board of such entity and is not prohibited by the
governing documents of the entity.
(k) The address shown under the undersigned's signature at the end of
this Subscription Agreement is the undersigned's principal residence if he is an
individual, or its principal business address if a corporation or other entity.
(l) He has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Shares.
2. He expressly acknowledges and agrees that XX Xxxxxxx Enterprises, Inc. is
relying upon the undersigned's representation contained in the Subscription
Documents. 3. He acknowledges that he understands the meaning and legal
consequences of the representations and warranties which are contained herein.
4. XX Xxxxxxx Enterprises, Inc. represents that it is duly and validly
incorporated and is validly existing and in good standing as a corporation under
the laws of the State of Delaware and has all requisite power and authority, and
all necessary authorizations, approvals and orders required as of the date
hereof to own its properties and conduct its business as described in the
Registration Statement and to enter into this Subscription Agreement and to be
bound by the provisions and conditions hereof is in good standing in any other
states which would impose requirements as a result of the amount of business
done by XX Xxxxxxx Enterprises, Inc. in that state.
5. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of his or its rights hereunder or under any other
agreement, instrument or papers signed by any of them with respect to the
subject matter hereof unless such waiver is in writing signed by the party
waiving said right. A waiver on any one occasion with respect to the subject
matter hereof shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion. All rights and remedies with respect to the
subject matter hereof, whether evidenced hereby or by any other agreement,
instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.
6. The parties have not made any representations or warranties with respect to
the subject matter hereof not set forth herein, and this Subscription Agreement,
together with any instruments executed simultaneously herewith, constitutes the
entire agreement between them with respect to the subject matter hereof. All
understandings and agreements heretofore had between the parties with respect to
the subject matter hereof are merged in this Subscription Agreement and any such
instrument, which alone fully and completely expresses their agreement.
7. This Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by all
of the parties to this Agreement.
8. The parties agree to execute any and all such other and further instruments
and documents, and to take any and all such further actions reasonably required
to effectuate this Subscription Agreement and the intent and purposes hereof.
9. This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware and the undersigned hereby consents to
the jurisdiction of the courts of the State of Delaware and/or the United States
District Court covering the State of Delaware.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON
Exact Name in Which Title is to be Held
(Signature)
Name (Please Print)
Residence: Number and Street
City State Zip
Code
Social Security Number
Accepted this day of , 2000 on behalf of XX Xxxxxxx Enterprises, Inc. --------
BY:
STATE OF _____________ )
) :ss
COUNTY OF ___________ )
On the day written below, before me personally appeared , residing at , to me
known and known to me to be the individual described in and who executed the
foregoing instrument, and he/she duly acknowledged to me that he/she executed
the same. SUBSCRIBED and SWORN to before me this day of , 2000.
NOTARY PUBLIC in and for said County and State.
EXECUTION BY SUBSCRIBER WHICH IS A CORPORATION, PARTNERSHIP, TRUST, ETC.
Exact Name in which title is to be Held
(Signature)
Name (Please Print)
Title of Person Executing Agreement
Address Number and Street
City State Zip Code
Tax Identification Number
Accepted this day of , 2000 on behalf of XX Xxxxxxx Enterprises, Inc.
STATE OF )
) :ss
COUNTY OF )
On the day written below, before me personally appeared , to me known, who,
being by me duly sworn, did depose and say that he/she resides at -- and that
he/she is the of the corporation described in and which executed the foregoing
instrument ------------------------------------------------------------ that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the board
of directors of said corporation, and that he/she signed his/her name thereto by
like order.
SUBSCRIBED and SWORN to before me
this day of , 2000.
NOTARY PUBLIC: in and for said County and State.
STATE OF )
) :ss
COUNTY OF )
On the day written below, before me personally appeared , to me known, who,
being by me duly sworn, did depose and say that he/she resides at -- and that
he/she is the of the corporation described in and which executed the foregoing
instrument ------------------------------------------------------------ that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the board
of directors of said corporation, and that he/she signed his/her name thereto by
like order.
SUBSCRIBED and SWORN to before me
this day of , 2000.
NOTARY PUBLIC: in and for said County and State
INVESTOR QUESTIONNAIRE
Name of Subscriber: _________________________________________________________
The offer and sale of shares (the "Shares") in XX Xxxxxxx Enterprises, Inc. (the
"Corporation"), are being registered for public sale under the Securities Act of
1933, as amended (the "Act") on form SB-2 and will only be offered in the state
of Texas. The undersigned Subscriber represents and warrants to XX Xxxxxxx
Enterprises, Inc. that:
(a) The information contained herein is complete and accurate and may be relied
upon by the Corporation; and
(b) Subscriber will notify the management of XX Xxxxxxx Enterprises, Inc.
immediately of any material change in any of such information
occurring prior to the acceptance or rejection of the Subscriber's
subscription for Shares.
INSTRUCTIONS:
Part I of this Questionnaire concerns investors who are "accredited," as that
term is defined and construed pursuant to Regulation D under the Securities Act
of 1933. If you qualify under any of the categories listed in Part I, you are
not required to fill out Part II of this Questionnaire. If you do not qualify
under any of the categories listed in Part I, you must fill out Part II.
IF THE INVESTOR IS A PARTNERSHIP, PLEASE ATTACH AN EXECUTED COPY OF THE
PARTNERSHIP AGREEMENT AND ALL AMENDMENTS THERETO. IF THE INVESTOR IS A
CORPORATION, PLEASE ATTACH A COPY OF THE ARTICLES OF INCORPORATION AND A BOARD
OF DIRECTORS RESOLUTION (CERTIFIED BY THE SECRETARY OF THE CORPORATION)
AUTHORIZING THIS INVESTMENT.
IF THE INVESTOR IS A TRUST, PLEASE ATTACH A COPY OF THE TRUST AGREEMENT AND ALL
AMENDMENTS THERETO.
PART I: ACCREDITED INVESTORS1. FOR INDIVIDUAL INVESTORS ONLY :Please check any
that apply:*Any private business development company as defined in section
202(a)(22) of the Investment Advisors Act of 1940 * Any organization described
in section 501(a)(22) of the Internal Revenue Code, corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets in excess of $5,000,000;
* Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or general
partner of a general partner of that issuer; * Any natural person whose
individual net worth, or joint net worth with that person's spouse, at the time
of his purchase exceeds $1,000,000;
* Any natural person who had any individual income in excess of $200,000 in each
of the two most recent years or joint income with that person' spouse in excess
of $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year;
* Any trust, with total assets in excess of $5,000,000, not formed for the
specific whose purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii); o Any entity in which all of the equity owners are
accredited investors.
o
PART II: NON-ACCREDITED INVESTORS1. Name of Person Making Investment Decision:
Date of Birth:___________ U.S. Citizen: Yes ____ No ____
College: _________________________________________________________________
Degree: _____________ Year: ________
Graduate School: Degree: _____________ Year: _________
Social Security or Federal ID No(s): ___________________ __________________
2. Nature of Business: ___________________________________________________
Position and Duties: ___________________________________________________
Please set forth other prior occupations or duties during the past five years:
Year of Anticipated Retirement: _____________________
3. Please list investments made during the past five years:
Year: ________________ Nature of Investment: _________ Amount: _________
4. (a) I consider myself to have such knowledge and experience in financial
and business matters to enable me to evaluate the merits and risks of an
investment in XX Xxxxxxx Enterprises, Inc.Yes:__________ No:______________
(b) If the answer to 4(a) is "yes," please set forth below (or in an
attachment) the basis for your answer (e.g., investment or business
experience, profession, past review of other investment offerings, etc.).
(c) If the answer to 4(a) is "no," please list the name, business address and
telephone number of the person who is your purchaser representative.
5. My income from all sources was, now is, or is expected to
be:___________________________.
6. (a) My personal net worth (including the net worth of my spouse, if any) is
now estimated at: $_____________________.
(b) My personal net worth (exclusive of homes, home furnishings and
automobiles) is now estimated at: $-------------------. (c) My
estimated liquid assets equal: $_________________. (d) My estimated
non-liquid assets equal: $______________.
DATED: This ___________ day of __________________, 2000.
