EXHIBIT 10.1
SUBSCRIPTION AND REPRESENTATION AGREEMENT
The undersigned ("Investor") hereby subscribes for One (1) share of Common
Stock, par value of $.001 (the "Stock"), of Omaha Holdings Corp., a Delaware
corporation (the "Corporation"), for a total purchase for all shares subscribed
hereunder of Ten and no/100 Dollars ($10.00), payable to the Corporation. The
Investor understands and agrees that the acceptance of this subscription will be
subject to approval by the Corporation and agrees to make payment in cash for
the Stock herein subscribed for within twenty (20) days of the date of
acceptance of this subscription by the Corporation.
This agreement will be binding upon successors and permitted assigns of
the Investor, as the case may be, and shall inure to the benefit of the
Corporation, its successors and permitted assigns. This Subscription Agreement
shall be construed in accordance with and governed in all respects by the laws
of Delaware.
The Investor represents and warrants as follows:
1. The Investor's principal place of business is in the State of
California.
2. The Investor has such knowledge of the business and financial affairs
of the Corporation and possesses a sufficient degree of sophistication,
knowledge and experience in financial and business matters such that Investor is
capable of evaluating the Stock of the Corporation and the economic risks and
speculative nature of acquiring the same.
3. The Investor understands that there is no current or proposed market
for the securities Investor has purchased from the Corporation, that no market
may develop for the Stock and even if a market does develop, that there are
restrictions on the resale of the Stock and therefore Investor represents that
Investor has no need for liquidity with respect to this investment.
4. The Investor understands the securities sold in this offering have not
been registered under the Securities Act of 1933, nor under any securities act
of any state and do not meet any state standards of fairness for a registered
public offering.
5. The Investor understands that the Corporation will not be in a position
to pay cash dividends in the foreseeable future and therefore Investor
represents that Investor has no need for immediate income from this investment.
6. The Investor has purchased the securities of the Corporation for
Investor's own account, as principal, for investment purposes only and without a
view to resale, transfer or distribute said securities.
7. The Investor represents that the dollar amount of this investment does
not exceed 10% of Investor's net worth.
The Investor agrees as follows:
1. That all certificates for the shares of Stock to be purchased pursuant
to this Subscription Agreement and all certificates in exchange therefor or in
replacement thereof shall contain a legend in substantially the following
language:
The Securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the Act) or qualified or
registered under the securities act of any state. The Securities are being
offered and sold pursuant to an exemption from registration and
qualification under the Act and applicable state securities laws. The
Securities may not be offered for sale, sold, pledged, or otherwise
transferred except pursuant to an effective registration statement under
the Act and registration or qualification under applicable state
securities laws or under an applicable exemption from registration or
qualification.
2. That the Corporation may make a notation in its records or in the
records of any transfer agent with respect to the restriction upon
transferability of the Stock to be purchased under this Subscription Agreement.
3. To indemnify the Corporation, its officers, directors and shareholders
and to hold such persons and firm harmless of liability, costs, or expenses,
including reasonable attorneys' fees, arising as a result of the sale, transfer,
offers for sale or distribution of the Stock to be purchased hereunder by it in
violation of the Securities Act of 1933, as amended, or any other applicable
law.
4. That Investor's rights hereunder are not assignable.
5. That the certificate representing the shares to be purchased by the
Investor in accordance with this Subscription Agreement shall be registered in
the name of the Investor's subscriber.
AMERICAN TECHNOLOGIES
GROUP, INC., a Nevada corporation,
By:_________________________________
Name:___________________________
Title:____________________________
Accepted this ___ day of __________________, 2005.
OMAHA HOLDINGS CORP.,
a Delaware corporation,
By:________________________________
Xxxxxxx X. Xxxxxx, President
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