Exhibit 10.1
EMERGING MARKETS HOLDINGS, INC.
SUBSCRIPTION AGREEMENT
1. Subscription. The undersigned hereby subscribes to purchase _______ (the
"Shares"), of Emerging Markets Holdings, Inc. (the "Company") for a purchase
price equal to $1.00 per Share or $________________ total. A cashier's check
payable to "Regions Bank, as Escrow Agent for Emerging Markets Holdings, Inc."
in the amount of the purchase price is enclosed with this Subscription
Agreement.
2. Subscription Funds. The undersigned understands that the subscription funds
will be held in an escrow account at Regions Bank. In the event this
Subscription Agreement is rejected in whole by the Company, or if subscriptions
for a minimum of 500,000 Shares have not been received and accepted by the
Escrow Agent, the funds will be promptly returned to the undersigned without
interest or deduction, and this Subscription Agreement will be null and void. In
the event this Subscription Agreement is accepted, in whole or in part, the
funds and the Shares will be deposited with the Escrow Agent as described in the
Prospectus. If all of the 500,000 shares are not sold within the 180 day period,
all escrowed funds will be promptly returned, without interest. After the Escrow
Agent receives a signed representation from the Company that the Company has
consummated a business combination or acquisition in accordance with the
requirements of Rule 419, all of the funds in the escrow account will be
released to the Company and applied as described in the Prospectus (and any
amounts which the undersigned has tendered in excess of the cash subscription
price for the Shares allocated to the undersigned will be returned) and the
Shares will be released to the undersigned.
3. Acknowledgement. The undersigned acknowledges that, prior to signing this
Subscription Agreement, he or she has received the Prospectus describing the
offering of Shares by the Company, including those described under the caption
"Risk Factors" in the Prospectus.
4. Subscription Non-Assignable; Effectiveness. This Subscription Agreement is
not transferable or assignable. The execution and delivery of this Subscription
Agreement will not constitute an agreement between the undersigned and the
Company until this subscription is accepted on behalf of the Company. This
Subscription Agreement shall survive the death or disability of the undersigned
and shall be binding upon the undersigned's heirs and legal representatives. The
undersigned hereby executes this Subscription Agreement as of the ____ day of
20___, at _______________, ______________. (City) (State)
SUBSTITUTE FORM W-9
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
Under the penalties of perjury, I certify that: (1) the Social Security
number or Taxpayer Identification Number given below is correct; and (2) I am
not subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT NUMBER 2
ABOVE IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE
SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON
YOUR TAX RETURN.
MAIL TO: Signature: _____________________
Pacific Stock Transfer Company Print Name: ____________________
000 Xxxx Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
________________________________
________________________________
Federal Employer Identification
Number/Social Security Number
________________________________
Street Address
________________________________
City, State and Zip Code
________________________________
Telephone Number
