PRELIMINARY SUBSCRIPTION AGREEMENT
EXHIBIT
4.8
XXXX’X,
INC.
00000
XXXXX XXXXXX XXXXXX
XXX
XXXXXXX, XXXXXXXXXX 00000
ATTN:
XXXXXXXXXXX X. XXXX
Ladies
and Gentlemen:
I hereby
subscribe to purchase the number of shares of Series B Convertible Preferred
Stock (the “shares”) of Xxxx’x, Inc.. (the “Company”) indicated
below.
I have
received a copy of the Company's prospectus, dated [
], 2009. I understand that my purchase
of the Company's stock involves significant risk, as described under “Risk
Factors” in the prospectus. I also understand that no federal or state agency
has made any finding or determination regarding the fairness of the Company's
offering of the shares, the accuracy or adequacy of the prospectus, or any
recommendation or endorsement concerning an investment in the
shares.
I am not
sending the purchase price for the shares I wish to buy at this time. After I
receive the prospectus supplement announcing the results of the Company’s rights
offering to its shareholders, if I still wish to purchase shares, I will send
the Company an acknowledgment of subscription and a check in the amount of
$10.00 multiplied by the number of shares I wish to buy. My check will be made
payable to “Xxxx’x, Inc.”
WHEN THE
COMPANY RECEIVES MY ACKNOWLEDGMENT OF SUBSCRIPTION AND MY CHECK, THIS
SUBSCRIPTION AGREEMENT WILL BECOME FINAL AND BINDING AND WILL BE IRREVOCABLE
UNTIL THE OFFERING IS CLOSED.
NUMBER OF SHARES ___________
TOTAL
SUBSCRIPTION PRICE
(AT $10.00 PER
SHARE): ___________
*
PLEASE
PRINT OR TYPE EXACT NAME(S) IN WHICH UNDERSIGNED DESIRES SHARES TO
BE
REGISTERED:
______________________________________________________________
* DO NOT
SEND THE PURCHASE PRICE FOR YOUR SHARES AT THIS TIME.
SUBSTITUTE
W-9
Under the
penalty of perjury, I certify that: (1) the Social Security number or Taxpayer
Identification Number given below is correct; and (2) I am not subject to backup
withholding.
INSTRUCTION:
YOU MUST CROSS OUT (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE
SERVICE THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING
INTEREST OR DIVIDENDS ON YOUR TAX RETURN.
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DATE
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SIGNATURE(S)*
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AREA
CODE AND TELEPHONE NO.
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PLEASE
INDICATE FORM OF OWNERSHIP YOU DESIRE FOR THE SHARES (INDIVIDUAL, JOINT TENANTS
WITH RIGHT OF SURVIVORSHIP, TENANTS IN COMMON, TRUST, CORPORATION, PARTNERSHIP,
CUSTODIAN, ETC.):
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SOCIAL
SECURITY OR FEDERAL TAXPAYER
|
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IDENTIFICATION
NO.
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TO BE
COMPLETED BY THE COMPANY
Accepted
as of _________, 2009, as to ______________ shares.
XXXX’X,
INC.
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By:
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Signature
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Print
Name
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* When signing as attorney, trustee,
administrator, or guardian, please give your full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. In case of joint tenants, each joint owner must
sign.
