EXHIBIT 4
Subscription Agreement
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Xxxxxx Coffee, Inc.
SUBSCRIPTION AGREEMENT
Xxxxxx Coffee, Inc.
X.X. Xxx 000
Xxxxxxxx, XX 00000
Dear Sirs and Madams,
I understand that each common share with a par value of $0.001 per share in the
capital of Xxxxxx Coffee, Inc.("Xxxxxx") is being subscribed for at an offering
price of $0.10 per share.
A. Purchase and Sale of Shares
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The undersigned (the "Purchaser") hereby tenders this Subscription Agreement to
you and applies for the purchase of Shares for $ 0.10 each for an aggregate
purchase price of $________. All sums are in US currency.
B. Acknowledgments of the Purchaser
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The Purchaser hereby acknowledges:
1. That on the execution hereof by the Purchaser, payment by the Purchaser of
the full price of the Shares subscribed for hereby shall be due and payable
and shall accompany the return of this Subscription Agreement by the
Purchaser and shall be payable in U.S. funds.
2. This subscription may be accepted or rejected, in whole or in part by
Xxxxxx in its sole and absolute discretion. In the event his Subscription
Agreement is rejected by Xxxxxx, the initial payment by the Purchaser shall
be returned to the Purchaser with the notice of such rejection.
3. That any cash payment for the Shares (in a form payable to Xxxxxx) will be
deposited directly into our bank account and will be immediately available
for use by Xxxxxx. In the event that this subscription has not been
accepted by the earliest of:
a. the date Xxxxxx may, in its sole discretion, determine;
b. the date on which all the Shares are sold; or
c. _______________, (the "Closing Date"), the payment made by the
Purchaser and documents provided will be promptly returned by Xxxxxx
to the Purchaser without further obligation.
4. That each subscriber is personally liable for the total amount of the
subscription price.
5. No person has made to the Purchaser any written or oral representations:
a. that any person will resell or repurchase the Shares;
b. that any person will refund the purchase price of the Shares;
c. as to the future price or value of the Shares;
d. that the Shares and/or underlying securities will be listed and posted
for trading on a stock exchange or that application has been made to
list and post the Shares and/or underlying securities for trading on a
stock exchange or quotation system.
6. The Shares are a speculative investment which involves a high degree of
risk of loss by the Purchaser of the entire investment of the Purchaser and
there is no assurance of any income from such investment.
7. No federal or state agency has made any finding or determination as to the
fairness of the offering, or any recommendation or endorsement of the
Shares.
8. The Purchaser understands and acknowledges that an investment in Xxxxxx is
not liquid, not easily transferable or disposed of, and that he has no need
for liquidity of this investment. There will be no public market for the
Shares, and accordingly, the Purchaser will need to bear the economic risk
of his investment for an indefinite period of time and will not be readily
able to liquidate this investment in case of any emergency.
9. The Purchaser agrees not to transfer or assign this subscription or any
interest therein and agrees that if this subscription is accepted by
Xxxxxx, the assignment and transferability of the Shares purchased by the
Purchaser will be governed by all applicable state and federal laws.
C. Representations and Warranties of the Purchaser
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In consideration of the sale of the Shares and intending to be legally bound,
the Purchaser hereby represents and warrants as follows:
1. The principal residence of the Purchaser, if an individual, is in the State
or Country shown in this Subscription Agreement; if the Purchaser is a
corporation, trust or other entity (except a partnership), it was
incorporated or organized and is existing under the laws of the State or
Country shown in this Subscription Agreement; if the Purchaser is a
partnership, the principle residence of all of its general partners are in
the States or Countries shown in this Subscription Agreement; and if the
Purchaser is a corporation, trust, partnership or other entity; it was not
organized for the specific purpose of acquiring the Shares.
2. The Purchaser has the legal capacity and competence to enter into and
execute this agreement and to take all actions required hereunder.
3. The Shares for which the Purchaser hereby subscribes will be acquired
solely for the account of the Purchaser (or if the Purchaser is a trust,
solely for the beneficiaries thereof), for investment and is not being
purchased for subdivision or fractionalization thereof; and the Purchaser
has no contract, undertaking, agreement or arrangement with any person to
sell, transfer or pledge to such person, or to anyone else, the Shares
which the Purchaser hereby subscribes to purchase or any part thereof, and
the Purchaser has no present plans to enter into any such contract,
undertaking, agreement or arrangement.
4. The Purchaser is investing in his own name or in the capacity indicated
herein.
5. The Purchaser understands that this purchase offer does not become a
purchase agreement unless the check submitted with the purchase offer is
promptly paid by the bank on which it is drawn and until the offer is
accepted by a duly authorized officer or agent of Xxxxxx. Xxxxxx may accept
or reject any or all of the offer.
6. The Purchaser hereby acknowledges and agrees that he is not entitled to
cancel, terminate or revoke this purchase offer or any agreements of the
prospective purchaser hereunder and that such purchase agreements shall
survive death, disability or transfer of control of the prospective
purchaser.
The representations, warranties and acknowledgments of the Purchaser contained
in this Section will survive the Closing (as hereinafter defined).
D. Closing
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On or before ___________, 2001, Xxxxxx will confirm whether or not the Agreement
is acceptable and payment has been received in full, whereon Xxxxxx will deliver
to the Purchaser certificate(s) representing the securities, registered in the
name of the Purchaser on or before _________, 2001.
E. Miscellaneous
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The Purchaser recognizes that the offer and sale of the Shares to the Purchaser
is based on the representations and warranties of the Purchaser contained in
Paragraphs C.1 through to C.6 above and hereby agrees to indemnify Xxxxxx and
the officers and directors of Xxxxxx, and to hold each of such entities and
persons harmless against all liabilities, costs or expenses (including
reasonable attorney's fees) arising by reason of or in connection with any
misrepresentations or any
breach of such warranties by the Purchaser, or arising as a result of the sale
or distribution of the Shares by the Purchaser in violation of the Securities
Exchange Act of 1934 the Securities Act of 1933 or any other applicable federal
or state statute.
On acceptance by Xxxxxx of the subscription agreement by the Purchaser, the
Purchaser agrees to become an investor in Xxxxxx. The Purchaser acknowledges and
agrees that the Purchaser is not entitled to cancel, terminated revoke this
subscription agreement or any agreements of the Purchaser herein, and that such
subscription or agreements shall survive (a) changes in transactions, documents,
and instruments described in any materials provided by Xxxxxx which the
aggregate are not material, and (b) the death or disability of the Purchaser;
provided, however, that if Xxxxxx shall not have accepted this subscription by
the Closing Date, either by personally delivering to the Purchaser an executed
copy hereof reflecting such acceptance or by depositing in the United States
Mail, postage prepaid, a written notice of acceptance addressed to the Purchaser
hereunder, and the power of attorney granted hereby shall be automatically
canceled, terminated and revoked.
WHEREFORE, IN CONSIDERATION, of the foregoing covenants and representations, I
hereby submit the following subscription for the below referenced number of
Shares as described in this Subscription Agreement.
Number of Shares
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$ Cash Payment ($0.10 per Share)
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Per: Authorized Signatory Date
Print Name: __________________________________
Address: _____________________________________
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Social Security Number/Employer Identification Number
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ACCEPTANCE
Xxxxxx Coffee, Inc. herewith accepts the foregoing subscription for Shares.
XXXXXX COFFEE, INC.
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Per: Authorized Signatory Date
