1
Exhibit 1.1
For Office Use Only:
Broker/Dealer Name & Address Investor:
-----------------------------
Investor #:__________________
[LOGO]ALPHACOM
Tomorrow's Communications... Today!
SUBSCRIPTION AGREEMENT
FOR
ALPHACOM, INC.
FORM SB-2 OFFERING
COMMON STOCK ($5.00 PER SHARE)
Persons interested in purchasing shares of the Common Stock of AlphaCom, Inc.
(the "Shares") must complete and return this Subscription Agreement along with
their check or money order to:
ALPHACOM, INC.
0000 XXXXXXXX XXXXXXXXX; XXXXX X
Xxxxx, Xxxx 00000, ("the Issuer") ("the Company")
Subject only to acceptance hereof by the issuer, in its discretion, the
undersigned hereby subscribes for the number of Common Shares and at the
aggregate subscription price set forth below.
An accepted copy of this Agreement will be returned to the Subscriber as a
receipt, and the physical stock certificates shall be delivered to each Investor
within thirty (30) days of the Close of this Offering.
SECURITIES OFFERED - The Company and selling shareholders are offering
5,020,000 shares (par value $.001 per share) of Common Stock at $5.00 per share.
MINIMUM SUBSCRIPTION - In connection with this subscription the
undersigned hereby subscribes to the number of Common shares shown in the
following table.
ALL SUBSCRIBERS - The Minimum Subscription is 100 shares and
the maximum subscription is 10,000 shares.
NUMBER OF COMMON SHARES = ______________________
MULTIPLY BY PRICE OF SHARES x $5.00 Per Share
------------------------
AGGREGATE SUBSCRIPTION PRICE ________________________
Check or money order shall be made payable to ALPHACOM, INC.
2
In connection with this investment in the Company, I represent and warrant as
follows:
a) Prior to tendering payment for the Shares, I received a copy of and read your
Prospectus dated __________________, 2000.
b) I am a bona fide resident of the state of ___________________________.
c) The Issuer and the other purchasers are relying on the truth and accuracy of
the declarations, representations and warranties herein made by the
undersigned. Accordingly, the foregoing representations and warranties and
undertakings are made by the undersigned with the intent that they may be
relied upon in determining his/her suitability as a purchaser. Investor agrees
that such representations and warranties shall survive the acceptance of
Investor as a purchaser, and Investor indemnifies and agrees to hold harmless,
the Issuer 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.
Please register the Shares which I am purchasing as follows:
Name: _______________________________________ Date:_____________________________
As (check one)
[_] Individual [_] Tenants in Common [_] Existing Partnership
[_] Joint Tenants [_] Corporation [_] Trust
[_] Minor with adult custodian under the Uniform Gift to Minors Act
For the person(s) who will be registered shareholder(s):
------------------------------------------- -----------------------------------
Signature of Subscriber Residence Address
------------------------------------------- -----------------------------------
Name of Subscriber (Printed) City or Town
------------------------------------------- -----------------------------------
Signature of Co-Subscriber State Zip Code
------------------------------------------- -----------------------------------
Name of Co-Subscriber (Printed) Telephone
------------------------------------------- -----------------------------------
Subscriber Tax I.D. or Co-Subscriber Tax I.D. or
Social Security Number Social Security Number
-------------------------------------------
E-mail Address (if available)
--------------------------------------------------------------------------------
ACCEPTED BY: ALPHACOM, INC.
By: Date
------------------------------ -----------------------------------
Officer
