Investor:
Investor #:
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.
INVESTMENT AGREEMENT
and
LETTER OF INVESTMENT INTENT
XXXX.XXX
0000 X. Xxxxxxxx Xx., Xxxxx X
Xxx Xxxxx, XX 00000
I/We hereby tenders this subscription for the purchase of
________________ shares ("Shares") of the common stock ("Common Stock") of
XXXX.XXX, a Nevada corporation ("NFOX"), at a price of $2.00 per Share. A
check or other form of payment payable to "XXXX.XXX (IPO account)" in the
amount of $__________________ is also delivered herewith. By execution
below, I/We acknowledges that NFOX is relying upon the accuracy and
completeness of the representations contained herein in complying with its
obligations under applicable securities laws.
An accepted copy of this Agreement will be returned to you as a
receipt, and the physical stock certificates shall be delivered to you
within thirty (30) days of the date the Subscription Agreement is accepted
by NFOX.
Securities Offered - NFOX is offering a minimum five hundred thousand
(500,000) shares and a maximum of two million two hundred fifty thousand
(2,250,000) shares, at two dollars ($2.00) per share.
Minimum Offering Amount - Funds received prior to reaching the 500,000
share minimum will be held in an interest bearing money market account and
will not be used until the minimum offering is achieved. If NFOX does not
sell at least the minimum of 500,000 shares within 180 days after
commencement of the offering, the offering will terminate and all money
paid for shares will be promptly returned to you, with interest and without
deduction. NFOX's officers and directors will have sole authority over the
funds raised, including the funds prior to the achievement of the minimum
offering.
Limitations in Certain States - Depending on the state of your
residence, there may be certain investor suitability qualifications and
numerical limitations imposed on NFOX in order to qualify the offering as
exempt from securities registration within such state(s). All Subscriptions
shall be subject to all such applicable state securities laws and
regulations.
1. In connection with this investment in NFOX, I/we represent and warrant
as follows:
(a) You have read NFOX's Initial Public Offering Prospectus dated,
_______________, 2000, prior to remitting payment for the Shares.
(b) You have been given full and complete access to information regarding
NFOX and have utilized such access to your satisfaction for the purpose of
obtaining such information regarding NFOX as you have reasonably requested;
and, particularly, you have been given reasonable opportunity to ask
questions of, and receive answers from, representatives of NFOX concerning
the terms and conditions of the offering of the Shares and to obtain any
additional information, to the extent reasonably available;
(c) That you recognize that NFOX has a limited operating history and that
the Shares as an investment involve a high degree of risk, including, but
not limited to, the risk of economic losses from operations of NFOX;
(d) In the event that it becomes necessary to prepare and deliver to NFOX
a Purchaser Suitability Questionnaire ("Questionnaire") as a requirement of
state law, all of the information contained in such Questionnaire is
correct and accurate as of the date thereof and may be relied upon by NFOX
in complying with all applicable state securities laws and regulations.
(e) NFOX and the other purchasers are relying on the truth and accuracy of
the declarations, representations and warranties herein made by you.
Accordingly, the foregoing representations and warranties and undertakings
are made by you with the intent that they may be relied upon in determining
your suitability as a purchaser. You agree that such representations and
warranties shall survive the acceptance by you as a purchaser, and you
indemnify and agree to hold harmless, NFOX, its agents, officers,
directors, and its financial consultants or advisors, and each other
purchaser from and against all damages, claims, expenses, losses or actions
resulting from the untruth of any of the warranties and representations
contained in this Subscription Agreement.
2. The undersigned, if other than an individual, makes the following
additional representations:
(a) The undersigned was not organized for the specific purpose of
acquiring the Shares; and
(b) This Subscription Agreement and Letter of Investment Intent have been
duly authorized by all necessary action on the part of the undersigned,
have been duly executed by an authorized representative of the undersigned,
and are legal, valid and binding obligations of the undersigned enforceable
in accordance with their respective terms.
Please register the Shares that I/(we) am/(are) purchasing as follows:
Name(s) Date
______________________________________
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)
INDIVIDUAL
Address to which Correspondence
Should be Directed
Signature (Individual) Name
Street Address
Signature (All record holders should sign) City, State and Zip Code
Name(s) Typed or Printed Tax Identification
or Social Security Number
Telephone Number
CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY
Address to which Correspondence
Should be Directed
Name of Entity Street Address
By:
* Signature City, State and Zip Code
Its:
Title Tax Identification or Social
Security Number
( )
Name Typed or Printed Telephone Number
*If Shares are being subscribed for by a corporation, partnership, trust or
other entity, the Certificate of Signatory on the following page must also
be completed.
CERTIFICATE OF SIGNATORY
To be completed if Shares are being subscribed for by an entity.
I, _____________________________________________________, am the
President of ______________________________________________________ (the
"Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and Letter of
Investment Intent and to purchase and hold the Shares, and certify that the
Subscription Agreement and Letter of Investment Intent has been duly and
validly executed on behalf of the Entity and constitutes a legal and
binding obligation of the Entity.
IN WITNESS WHEREOF, I have hereto set my hand this ______ day of
________________________, 2000.
ACCEPTANCE
This Subscription Agreement is accepted as of
____________________________, 2000.
XXXX.XXX
a Nevada corporation
By:
Officer
