Exhibit 99.1
SUBSCRIPTION AGREEMENT
BAIXO RELOCATION SERVICES, INC.
Baixo Relocation Services, Inc., a Nevada corporation (hereinafter the
"Company") and the undersigned (hereinafter the "Subscriber") agree as follows:
WHEREAS:
A. The Company desires to shares of its common stock at a price of $0.01 per
share (hereinafter the "Shares"); and
B. The Subscriber desires to acquire the number of Shares set forth on the
signature page of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set-forth, the parties hereto do hereby agree as follows:
SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber
hereby subscribes for and agrees to purchase from the Company such number of
Shares as is set forth upon the signature page hereof at a price equal to $0.01
per share, and the Company agrees to sell such Shares to the Subscriber for said
purchase price. Upon execution, this subscription shall be irrevocable by the
Subscriber.
1.2 The purchase price for the Shares subscribed to hereunder is payable by the
Subscriber contemporaneously with the execution and delivery of this
Subscription Agreement to the Company's head office, or such other place as the
Company shall designate. Payment can be made either by submitting a personal
check, cashier's check or money order, or by such other consideration that the
board deems advisable in its discretion, for the full purchase price of $0.01
per Share with the executed Subscription Agreement. Payments shall be made
payable to "Baixo Relocation Services, Inc."
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
2.1 The Subscriber hereby severally represents and warrants to the Company the
following:
(A) The Subscriber recognizes that the purchase of Shares subscribed to
herein involves a high degree of risk in that the Company has only
recently been incorporated and may require substantial funds;
(B) an investment in the Company is highly speculative and only investors
who can afford the loss of their entire investment should consider
investing in the Company and the Shares;
(C) The Subscriber has such knowledge and experience in finance,
securities, investments, including investment in non-listed and non
registered securities, and other business matters so as to be able to
protect its interests in connection with this transaction;
(D) The Subscriber acknowledges that no market for the Shares presently
exists and none may develop in the future and accordingly the
Subscriber may not be able to liquidate the investment; and
(E) Subscriber hereby acknowledges receipt of a copy of the Prospectus
relating to this offering and the Shares which is on file with the
United States Securities and Exchange Commission ("SEC") and
represents and warrants that, in making his investment in the Shares,
he is not relying upon any representations by the Company or its
representatives other than those contained in the Prospectus.
REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber that:
(A) The Company is a corporation duly organized, existing and in good
standing under the laws of the State of Nevada and has the corporate
power to conduct the business which it conducts and proposes to
conduct.
(B) Upon issue, the Shares will be duly and validly issued, fully paid and
non-assessable common shares in the capital of the Company.
TERMS OF SUBSCRIPTION
4.1 Pending acceptance of this subscription by the Company, all funds paid
hereunder shall be deposited by the Company and immediately available to the
Company for its general corporate purposes.
4.2 Subscriber hereby authorizes and directs the Company to deliver the
securities to be issued to such Subscriber pursuant to this Subscription
Agreement to the Subscriber's address indicated herein.
4.3 Notwithstanding the place where this Subscription Agreement may be executed
by any of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Nevada.
4.4 The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day of
___________, 20____.
Number of Shares Subscribed For:
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Signature of Subscriber:
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Name of Subscriber:
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Address of Subscriber:
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ACCEPTED BY: BAIXO RELOCATION SERVICES, INC.
Signature of Authorized Signatory:
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Name of Authorized Signatory:
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Date of Acceptance:
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