SUBSCRIPTION AGREEMENT
Agreement (this "Agreement"), made as of this 1st day of April, 1999, by
and between EQUITY CAPITAL GROUP, INC., a Nevada corporation (the "Company") and
----------------------------------- ("Subscriber").
In consideration of the mutual promises and covenants herein contained, the
parties hereto (the "Parties") agree as follows:
WHEREAS, the Company has entered into a "Stock Purchase Agreement" dated
this date under which it authorized a 4:1 reverse split of the issued and
outstanding shares of its common stock, $0.001 par value each ("Shares"); and,
immediately thereafter, sold an aggregate of 8,293,000 Shares all of which are
freely tradable pursuant to Rule 504 of the United States Securities Act of 1933
(the "Securities Act") to Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxx as "Buyers'
Attorneys in Fact" as representatives of Subscriber and other subscribers and
not as principals in consideration of an aggregate purchase price of $200,000;
and
WHEREAS, this Agreement is one of a series of subscription agreements
containing identical terms and conditions between the Company and the individual
subscribers represented by the Buyers' Attorneys in Fact which, in the
aggregate, represent the sale of 8,293,000 Shares pursuant to the Stock Purchase
Agreement.
ARTICLE 1
SUBSCRIPTION
1.01 Subscription. Subject to the terms and conditions hereof and to
acceptance by the Company, Subscriber hereby irrevocably offers to purchase
----------- Shares for U.S. $0.02412 each, being a total of U.S.
$-------------------.
1.02 Acceptance of Subscription. The Company by its execution of this
Agreement accepts the Subscriber's subscription in full. It is acknowledged by
the Parties that the purchase price of the Shares has been paid in full to the
Buyers' Attorneys in Fact.
1.03 Lack of Registration of the Shares. The Shares have not been
registered under the Securities Act or any applicable state securities laws and
are issued pursuant to an exemption from registration under the Securities Act
provided by Rule 504 thereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 Status of Subscriber. Subscriber, if an individual, is at least 18
years of age. If an association, each individual of the association is at least
18 years of age. If a trust, the trustee is at least 18 years of age.
2.02 Access to Information. Because of Subscriber's pre-existing business
or personal relationship with the Company or with the officers and directors of
the Company, or by reason of the business or financial experience of Subscriber
or his/her/its professional advisors who are unaffiliated with and who are not
compensated by the Company, or any affiliate thereof. Subscriber has the
capacity to protect his/her/its own interests in connection with the offer and
sale of the Shares.
Subscriber has had access to all material and relevant information
necessary to enable Subscriber to make an informed investment decision. All data
requested by Subscriber from the Company or its representatives concerning the
business and financial condition of the Company and the terms and conditions of
the offering have been furnished to Subscriber's satisfaction. Subscriber has
had the opportunity to ask questions of and receive answers from the Company
concerning the terms and conditions of this offering, and to obtain from the
Company any additional information which the Company possesses or can acquire
without unreasonable effort or expense that is necessary to verify the accuracy
of the information received.
2.03 Understanding of Investment Risks. Subscriber understands that there
is a limited market for the Shares and no assurance that a substantial market
will develop, and that realization of the objectives of the Company is subject
to significant economic and business risks.
2.04 Understanding of Nature of the Shares. Subscriber understands that the
Shares have not been registered under the Securities Act and may be traded under
the exemptions to registration provided by Rule 504 to the Securities Act.
2.05 Investment Intent. Subscriber represents and warrants that:
(a) Subscriber is acquiring the Shares for the Subscriber's own account
and not for or on behalf of any other person;
(b) Subscriber is acquiring the Shares for investment and not for
distribution or with the intent to divide Subscriber's participating
with others or of distributing the Shares;
(c) neither Subscriber nor anyone acting on Subscriber's behalf has paid
any commission or other remuneration to any person in connection with
the purchase of the Shares; and
(d) Subscriber will not sell the Shares without registration under the
Securities Act or other applicable securities laws or regulations, or
an exemption therefrom.
2.06 Residence of Subscriber. The residence of Subscriber set forth below
is the true and correct residence of Subscriber and he or she has no present
intention of becoming a resident of domiciliary of any other state, country, or
jurisdiction.
2.07 Further Assurance. Subscriber will execute and deliver to the Company
any do any other act or thing, which the Company may reasonably request in
connecting with the acquisition of the Shares.
2.08 Non-disclosure. Subscriber has not distributed any written materials
furnished to Subscriber by the Company to anyone other than the Subscriber's
professional advisors.
2.09 Ability to Bear Economic Risk. Subscriber is able to bear the economic
risk of an investment in the Shares and to maintain his investment in the Shares
for an indefinite period of time and, further, could bear a total loss of the
investment and not change his standard of living which existed at the time of
such investment.
2.10 For Partnership, Corporations, Trusts or Other Entities Only. If
Subscriber is a partnership, corporation, trust, or other entity:
(a) Subscriber has enclosed with this Agreement appropriate evidence of
the authority of the individual executing this Agreement to act on its
behalf (i.e. if a trust, a copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the
signature and a copy of the articles of incorporation; or if a
partnership, a copy of the partnership agreement); and
(b) Subscriber has the full power and authority to execute this
Subscription Agreement on behalf of such entity and to make the
representations and warranties made herein on its behalf and this
investment in the Company has been affirmatively authorized by the
governing board of such entity and is not prohibited by the governing
documents of the entity.
2.11 Subscribers in Canada. Residents of Canada, including corporations or
entities whose principal place of business or place of organization is Canada,
agree to concurrently herein sign and deliver to the Company a British Columbia
Securities Commission Form 20A.
ARTICLE III
RIGHTS OF RESCISSION
3.01 Subscribers residing in Canada shall have the rights of rescission and
action described in the Offering Memorandum issued by the Company with respect
to its offering of the Shares, and the various rights of rescission and action
granted by the securities laws of the Province in which they reside, and the
provisions thereof are deemed to be included in this Agreement as though they
were set out in full herein.
3.02 All of the rights referred to in Clause 4.01 are in addition to, and
not in derogation from the rights of the Subscriber pursuant to the common law.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 Captions and Headings. The Article and Section headings throughout
this Agreement are for convenience of reference only and shall in no way be
deemed to define, limit or add to any provision of this Agreement.
4.02 Entire Agreement; Amendment. This Agreement states the entire
agreement and understanding of the Parties and shall supersede all prior
agreements and understandings. No amendment of the Agreement shall be made
without the express written consent of the Parties.
4.03 Severability. The invalidity of unenforceability of any particular
provision of this Agreement shall not affect any other provision hereof, which
shall be construed in all respects as if such invalid or unenforceable provision
were omitted.
4.04 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada for contracts made and to be
performed within the State of Nevada.
4.05 Notices. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be deemed to
have been duly given when hand-delivered or sent by certified mail, postage
prepaid, with return receipt requested, addressed to the Parties as follows: to
the Company, at 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx
00000-0000; and to Subscriber, at the address indicated below. Any Party may
change his/her/its address for purposes of this Agreement by giving written
notice to the other as provided herein.
IN WITNESS WHEREOF the Parties have executed this Agreement the day and
year first above written.
EQUITY CAPITAL GROUP, INC.
Per:
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Authorized Officer
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Subscriber's Signature
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Subscriber's Address
