SUBSCRIPTION AGREEMENT
KAYENTA KREATIONS, INC.
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
THIS SUBSCRIPTION AGREEMENT made this day of
, 1996, by and between Kayenta Kreations, Inc., a Nevada
corporation (the "Issuer" or "Company"), and
(the "Subscriber"), who, for and in consideration of the mutual
promises and covenants set forth herein, do hereto agree as
follows:
1. Subscription. The Subscriber hereby subscribes for
shares, at a price of $.25 per Share, and
herewith tenders a subscription to the Issuer in the amount of
Dollars ($ ) which
Subscriber has tendered herewith as payment for the Shares. This
Subscription Agreement ("Subscription") is an irrevocable offer by
the Subscriber to subscribe for the securities offered by the
Issuer, and, subject to the terms hereof, shall become a contract
for the sale of said securities upon the acceptance thereof by the
Issuer.
2. Acceptance. This Subscription Agreement is made subject
to the Issuer's discretionary right to accept or reject the
subscription herein, and the Subscriber will be notified upon
closing of the offering (the "Acceptance Date") whether the
subscription has been accepted. If the Issuer shall for any reason
reject this subscription, the Subscription will be refunded in
full, without interest, and this Subscription Agreement shall be
null, void and of no effect. Acceptance of this subscription by
the Issuer will be evidenced by the execution hereof by an officer
of the Issuer.
3. Subscriber Representations. The Subscriber hereby
represents and warrants that:
(a) The Subscriber's representations in this Agreement
are complete and accurate to the best of the Subscriber's
knowledge, and the Company and any sales agent may rely upon them.
The Subscriber will notify the Company and any such agent
immediately if any material change occurs in any of this
information before the sale of the Shares.
(b) The Subscriber hereby agrees that he does not have
the right to cancel this Subscription Agreement, which shall
survive the death, disability, or the cessation of existence as a
legal entity, of the Subscriber. Further, the Subscriber agrees
that he does not have the right, and will not attempt, to transfer
his interest herein.
(c) The Subscriber shall indemnify and hold the Issuer
harmless from all costs and expenses, including reasonable
attorney's fees, incurred by the Issuer as a result of a breach
hereof by the Subscriber. Further, all of the representations and
warranties of the Subscriber contained herein and all information
furnished by the Subscriber to the Issuer are true, correct and
complete in all respects, and the Subscriber agrees to notify the
Issuer immediately of any change in any representation, warranty or
other information set forth herein.
(d) This Agreement when fully executed and delivered by
the Company will constitute a valid and legally binding obligation
of the Subscriber, enforceable in accordance with its terms. The
Subscriber, if it is a partnership, joint venture, corporation,
trust or other entity, was not formed or organized for the specific
purpose of acquiring the Shares. The purchase of the Shares by the
Subscriber, if it is an entity investor, is a permissible
investment in accordance with the Subscriber's Articles of
Incorporation, by-laws, partnership agreement, declaration of trust
or other similar charter document, and has been duly approved by
all requisite action by the entity's owners, directors, officers or
other authorized managers. The person signing this document and
all documents necessary to consummate the purchase of the Shares
has all requisite authority to sign such documents on behalf of the
Subscriber, if it is an entity investor.
(e) In connection with this offering the Subscriber has
received a prospectus which the Subscriber has reviewed and is
familiar with the contents of.
(f) The Subscriber was offered these securities in the
State of __________.
4. Governing Law. This Subscription shall be governed by
the laws of the State of Nevada.
5. Entire Agreement. This Subscription Agreement
constitutes the entire agreement between the parties with respect
to the matters covered thereby, and may only be amended by a
writing executed by all parties hereto.
6. Survival of Representations. The representations,
warranties, acknowledgments and agreements made by the Subscriber
shall survive the acceptance of this Subscription and run in favor
or, and for the benefit of, the Issuer.
7. Power of Attorney of Spouse. If the Subscriber is a
married person, the Subscriber agrees to cause the Subscriber's
spouse to execute this Agreement at the space provided for that
spouse's signature immediately following the signature of the
Subscriber, and by such signature hereto said spouse certifies that
said spouse is the spouse of the person who signed this Agreement,
that said spouse has read and approves the provisions hereof and
hereby consents and agrees to this Agreement and agrees to be bound
by and accepts such provisions of this Agreement in lieu of all
other interests said spouse may have in the Company, whether such
interests be community property or otherwise. Said spouse grants
to the Subscriber irrevocable power of attorney to represent said
spouse in all matters connected with the Company to the end that,
in all cases, the Company may rely on any approval, direction, vote
or action taken by the Subscriber, as said spouse's attorney-in-
fact. Such power of attorney is, and shall be deemed to be,
coupled with an interest so that the authority granted hereby may
continue during the entire period of the Company and regardless of
the death or incapacity of the spouse granting the same. Said
spouse further agrees to execute, acknowledge and deliver such
other and further instruments and documents as may be required to
evidence such power of attorney.
8. Waiver. No waiver or modification of any of the terms of
this Agreement shall be valid unless in writing. No waiver of a
breach of, or default under, any provision hereof shall be deemed
a waiver of such provision or of any subsequent breach or default
of the same or similar nature or of any other provision or
condition of this Agreement.
9. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
10. Notices. Except as otherwise required in this Agreement,
any notice required or permitted under this Agreement shall be
given in writing and shall be deemed effectively given upon
personal delivery or upon deposit with the United States Post
Office, by registered or certified mail, postage prepaid, addressed
to the last known address of the party.
11. Non-Assignability. The obligations of the Subscriber
hereunder shall not be delegated or assigned to any other party
without the prior written consent of the Company.
12. Expenses. Each party shall pay all of its costs and
expenses that it incurs with respect to the negotiation, execution
and delivery of this Agreement.
13. Form of Ownership. Please indicate the form of ownership
that the Subscriber desires for the Shares:
Individual
Joint Tenants with Right of Survivorship
Tenants in Common
Community Property
Trust
Corporation
Partnership
Other:
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
(Signature)
(Print Name)
(Address)
Social Security No.:
Number of Shares Subscribed for Purchase:
SPOUSE OF SUBSCRIBER:
(Signature)
ORGANIZATIONS SIGN HERE: SUBSCRIBER:
(Print Name of Organization)
By:
(Print Name and Title)
(Address)
Federal ID No.:
Number of Shares Subscribed for Purchase:
ACCEPTED: Kayenta Kreations, Inc.
By:
Xxxxxxxx Xxxxxx, President
Date:
