1
EXHIBIT 4.3
XxxxxxxXxxxx.Xxx, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx X Xxxxx, President
Gentlemen:
I am delivering this Agreement for the purpose of subscribing for the
number of shares of Common Stock of XxxxxxxXxxxx.Xxx, Inc., a California
corporation ("XxxxxxxXxxxx.Xxx") set forth on the Registration page of this
Subscription Agreement.
1. SUBSCRIPTION FOR SHARES. I agree to purchase the number of shares of Common
Stock (the "Shares") indicated on the Registration page and tender to the
Company a check for the full amount of the purchase price for the Shares. I
acknowledge that the minimum acceptable subscription is Two Hundred (200) Shares
at a subscription price of Ten Dollars ($10.00) per Share, for an aggregate
subscription price of Two Thousand Dollars ($2,000.00). If the number of Shares
specified on the Registration page does not comply with these requirements, the
Company may reject my subscription. The Company shall have no obligation to
notify me prior to its rejection of this subscription or that the number of
Shares specified on the Registration page does not comply with the foregoing
requirement.
2. TERMS OF SUBSCRIPTION. I am tendering this subscription on the following
terms and conditions.
a. I may rescind my subscription at any time prior to the time that the
Company accepts my subscription. If I exercise this right, my funds will be
returned to me, without interest.
b. The Company may, in its sole discretion, reject my subscription in
whole or in part. No cancellation fee will be charged if the Company rejects my
subscription.
3. REPRESENTATIONS AND ACKNOWLEDGMENTS. I hereby represent and warrant to the
Company as follows in connection with my subscription for the Shares.
a. EXAMINATION OF RISKS. I have read and reviewed with my professional
advisors the Company's Prospectus dated ______________, 1999, which describes
the Company, the Shares and this Offering.
i. I recognize that the Company, its business and my investment in
the Company will be subject to numerous investment and operating risks.
ii. I have reviewed the description of the risks associated with my
investment that are set forth in "Risk Factors" section of the Prospectus.
b. SUITABILITY STANDARDS. I represent and warrant as follows:
2
i. if I am an individual, that I, either alone or jointly with my
spouse, satisfy one or more of the following:
(1) I have a net worth of at least $250,000.00; or
(2) I have a net worth of at least $150,000.00 and had gross
income for each of the 1997 and 1998 tax years of at least $50,000.00 and I
anticipate having at least that level of gross income for the 1999 tax year; or
ii. if I am not an individual, that the entity satisfies one or more
of the following:
(1) the entity has a net worth of at least $250,000.00; or
(2) the amount of the investment does not exceed 5% of the
entity's total assets.
c. FINANCIAL LIQUIDITY; RISK OF LOSS. I have adequate means of providing
for my current and future needs and contingencies, and I have no need for
liquidity in this investment. I have the financial ability to bear the risk of
this investment and can afford to lose the entire amount of my investment.
d. INDEPENDENT INVESTMENT ADVICE. I have made such inquiries and
investigations as I and my advisers determined to be appropriate for the purpose
of deciding whether to invest in the Company.
e. MARKETABILITY OF SHARES. I realize that the Company will not list the
Shares for trading on any exchange or the Nasdaq quotation system and that there
will be no ready market for my resale of any of the Shares, that I may have to
hold my Shares indefinitely, and that I may be unable to sell my Shares under
any circumstances, including an emergency. I further realize that the Company
has no obligation to list the Shares on any exchange or in the Nasdaq quotation
system.
INDEMNITY
I covenant and agree to indemnify and hold the Company, each of its
officers, directors, employees, attorneys and agents, and each of their
affiliates, free and harmless from and against any loss, damage or liability
arising from or due to any breach of any of the representations and warranties,
and from any false statement, representation or omission contained, in this
Subscription Agreement and the Registration Form in connection with my proposed
investment in the Company.
(Registration form appears on the following page)
3
XXXXXXXXXXXX.XXX, INC.
REGISTRATION FORM
1. NUMBER OF SHARES: (Minimum of 200 Shares)
------------------------
2. TOTAL PURCHASE PRICE: ($10 per Share)
------------------------
3. FORM OF OWNERSHIP. Please register ownership of my Shares as follows:
[ ] Husband and Wife, as community property
[ ] Married ([ ] Man) ([ ] Woman) as sole and separate property
[ ] Joint Tenants
[ ] Tenants in Common
[ ] Other (Specify: e.g., corporation, partnership, trust, single man,
etc.):
----------------------------------------------------------------
4. REGISTERED NAME. The exact spelling of the name(s) under which the Shares
are to be registered is as follows:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5. TAXPAYER ID#.
--------------------------------------------------------------
6. REGISTERED ADDRESS. Communications should be addressed to the following
mailing address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Telephone: ( ) Facsimile: ( )
----- ----------- ----- -----------
I DECLARE UNDER PENALTY OF PERJURY THAT THE INFORMATION WHICH I HAVE SUPPLIED IS
TRUE, CORRECT AND COMPLETE IN ALL RESPECTS.
EXECUTED this day of
-------------------- --------------------------------------
1999, at .
----------------------------------------------------------------------
--------------------------------------------------------------------------------
------------------------------------- ---------------------------------------
(printed name of subscriber) (printed name of spouse)
------------------------------------- ---------------------------------------
(signature of subscriber) (signature of spouse)
--------------------------------------------------------------------------------
SUBSCRIPTION ACCEPTED:
XxxxxxxXxxxx.Xxx, Inc.
-------------------------------------
By: Xxx X. Xxxxx, Chief Executive
Officer
