EXHIBIT 3
ARC COMMUNICATIONS, INC SUBSCRIPTION AGREEMENT
Arc Communications, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Gentlemen:
You have informed me that ARC COMMUNICATIONS, INC. (the "Corporation") is
offering its common stock, $.001 par value (the Offering).
1. Subscription. The undersigned subscriber (the "Subscriber") hereby tenders
this Subscription Agreement for Three Million Six Hundred Eighty-Seven
Thousand One Hundred Fort-Eight (3,687,148) shares of common stock, $.001
par value, of the Corporation (the "Shares") for the sum of One Hundred
Sixty-Five Thousand ($165,000) Dollars.
2. Terms of Subscription. (a) This Subscription Agreement and the payment of
the Shares, must be delivered to the Corporation at the address set forth
above. (b) If this Subscription is rejected, this Subscription Agreement
will have no further force or effect. In this situation, the payment of the
Subscriber shall be returned to the Subscriber.
3. Acceptance or rejection of Subscription. The Corporation may accept or
reject this Subscription, in whole or in part. If this Subscription is
rejected, this Subscription will be cancelled, and this Subscription
Agreement will have no further force or effect.
4. Closing of Transaction; Withdrawal of Offering. (a) If, and when, this
Subscription has been received, and if the other conditions precedent to
the sale of the Shares have been satisfied, this Subscription will be
accepted and certificates representing the Shares will be issued to the
Subscriber. (b) The Corporation, in its sole and absolute discretion, may
alter the time period during which the shares of common stock of the
Corporation are offered to investors. (c) This Offering may be withdrawn by
the Corporation at any time. If it is withdrawn prior to acceptance of this
Subscription, this Subscription will be cancelled, and this Subscription
Agreement will have no further force or effect.
5. Conditions Precedent to Closing. The Closing, and consequently the
acceptance of this Subscription and the formal admission of the Subscriber
as a stockholder of the Corporation, is dependent upon the satisfaction of
the conditions precedent to sale of the Shares, and to the subscription for
a certain number of shares of common stock of the Corporation to be
determined at the Corporation's sole discretion.
6. Representations and Warranties of Subscriber. As an inducement to the
Corporation to sell the Shares to the Subscriber, the Subscriber represents
and warrants to the Corporation, and , if the Subscriber is an entity, each
stockholder, partner or beneficiary of the Subscriber represents and
warrants, as follows, intending that such representations and warranties
will survive the admission of the Subscriber as a stockholder of the
Corporation:
(a) The Subscriber is over 21 years of age, and is legally competent to execute
this Subscription Agreement.
(b) The Subscriber has carefully reviewed and understands the risks of an
investment in the Corporation, is able to bear the economic risk of an
investment in the Shares, can withstand a complete loss of his, her or its
investment in the Shares, can hold the Shares for an indefinite period of
time, and has the net worth to undertake these risks.
(c) The Subscriber believes that he, she or it, either alone or together with
the assistance of the Subscriber's own professional advisor or advisors,
has the knowledge and experience in business and financial matter that make
the Subscriber capable of reading and interpreting financial statements of
and concerning the Corporation and of evaluating the merits and risks of an
investment in the shares.
(d) The Subscriber understands that an investment in the Shares is highly
speculative but believes that an investment in the shares is suitable for
the Subscriber based upon his, her or its investment objectives and
financial needs, and the Subscriber has adequate means for providing for
his, her or its current financial needs and personal contingencies and has
no need for liquidity of investment with respect to the Shares.
(e) The Subscriber is acquiring the Shares for purposes of long-term
investment, for the personal account of the Subscriber, and with no present
intention of reselling, distributing or otherwise transferring the Shares
or any portion of the Shares, and the Subscriber has no contract,
undertaking or arrangement with any person or entity to sell or transfer
all or any portion of the Shares to that person or entity, or to have that
person or entity sell for him, her or it all or any portion of the Shares,
or to afford or allow any participation in the Share by any other person or
entity.
(f) The Subscriber understands and acknowledges that this transaction has not
been reviewed or passed upon by the Securities and Exchange Commission.
Subsequent Transfer of the Shares by the Subscriber is restricted by the
provision of federal and state laws.
(g) The Subscriber realizes that (i) the purchase of the Shares is a long-term
investment; (ii) the purchaser of the Shares must bear the economic risk of
investment for an indefinite period of time because the Shares have not
been registered and, therefore, cannot be sold unless that are subsequently
registered under these laws or exemption from registrations are available;
(iii) there presently is no public market for the Shares and the Subscriber
may not be able to liquidate his, her or its investment in the Shares in
the event of an emergency or to pledge the Shares as collateral for loans;
and (iv) the transferability of the Shares is restricted, and (A) requires
the written consent of the Corporation, (B) requires conformity with the
restrictions contained in paragraph (f) above, and (C) will be further
restricted by legends placed on the certificate or certificates
representing the Shares referring to the applicable restrictions on
transferability, and by stop transfer orders or notations on the
Corporation's records referring to the restriction on transferability.
(h) The Subscriber has been furnished materials relating to the Corporation and
any other materials that the Subscriber has requested.
(i) The Subscriber has been given access to full and complete information
regarding the Corporation and has utilized that access to his, her or its
satisfaction for the purpose of obtaining information concerning the
Corporation, an investment in the Shares and the terms and conditions of
the offering of the common stock of the Corporation, and has either
attended or been given reasonable opportunity to attend a meeting with
representative of the Corporation for the purposes of asking questions of,
and receiving answers from , these representative concerning the
Corporation, an investment in the Shares and the terms and condition of the
offering, and for the purpose of obtaining any additional information to
the extent reasonable available that is necessary to verify the information
provided.
(j) The Subscriber has obtained, in his, her or its judgment, sufficient
information to evaluate the merits and risks of an investment in the
Corporation, understands the business
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in which the Corporation is engaged and is able to evaluate the merits and
risks of an investment in the Shares.
(k) The Subscriber confirms that he, she or it has been advised that he, she or
it should rely on his, her or its own professional accounting, tax, legal,
and finical advisors with respect to an investment in the Corporation and a
purchase of the Shares, and obtained, to the extent he, she or it deems
necessary, the Subscriber's own personal professional advice with respect
to the risks inherent in an investment in the Shares and to the suitability
of an investment in the Share in light of the undersigned's financial
condition and investment needs.
(l) The Subscriber recognizes and understand that an investment in the Shares
is highly speculative and involves a high degree of risk, including but not
limited to the risk of economic loss from the operation of the Corporation,
due to the limited operation history of the Corporation and its past
limited profitability.
(m) The Subscriber certifies, under the penalties of perjury, that he, she or
it is NOT subject to the backup withholding provisions of Section
3406(a)(1)(c) of the Internal Revenue Code of 1986. (NOTE: you are subject
to backup withholding if (i) you fail to furnish your Social Security
number or taxpayer identification number in this subscription; (ii) the
Internal Revenue Service notifies the Corporation that you have furnished
an incorrect Social Security number or taxpayer identification number;
(iii) you are notified that you are subject to backup withholding; or (iv)
you fail to certify that you are not subject to backup withholding or you
fail to certify your Social Security number or taxpayer identification
number.)
(n) The address set forth below is the Subscriber's true and correct residence,
and he, she or it has no present intention of becoming a resident of any
other state or jurisdiction. If Subscriber is a corporation, partnership,
trust or other entity, it has its principal place of business at the
address set forth below and was not formed specifically to acquire the
Shares.
(o) All of the information that the Subscriber has furnished to the
Corporation, or that is set forth herein, or that is contained in any
purchaser questionnaire or purchaser representative questionnaire that has
been provided to the Corporation in connection with this Subscription, is
correct and complete as of the date hereof, and, if there should be any
material change in the information prior to the admission of the Subscriber
as a stockholder of the Corporation, the Subscriber will immediately
furnish the revised or corrected information to the Corporation.
7. Indemnification. The Subscriber acknowledges that he, she or it understands
the meaning and legal consequences of the representations and warranties
contained herein, and agrees to indemnify the Corporation and hold it
harmless from and against any and all loss, damage, expense, or liability
due to, or arising out of, any breach of any representation or warranty of
the Subscriber contained herein.
8. No Waiver of Rights under Securities Laws. Notwithstanding any of the
representations, warranties, acknowledgements, or agreements made by
Subscriber herein, the Subscriber does not hereby or in any manner waives
any rights granted to the Subscriber under federal or state securities
laws.
9. Assignment. The Subscriber shall not transfer or assign this subscription,
or any interest in this Subscription. The Subscriber acknowledges that the
shares will be lettered or restricted stock, and will not be freely
transferable, and that any transfer of the shares is subject to
restrictions contained in federal and state securities laws.
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10. Revocation. The Subscriber shall not cancel, terminate or revoke this
Subscription Agreement, or any agreement made by The Subscriber under or in
connection herewith. The Subscriber understands and agrees that The
Subscription Agreement will survive the death or disability of The
Subscriber, except as provided in the following paragraph.
11. Termination of the Subscription Agreement. If the conditions specified in
paragraph 5 hereof are not satisfied, or if the representations and
warranties of The Subscriber contained herein are not true prior to the
purchase of the Shares by the Subscriber, and written notice of that fact
has been given to the Corporation, then and in any of such events this
Subscription Agreement shall be null and void and of no further force, or
effect, and neither party shall have any rights against the other party
hereunder, this Subscription will be cancelled, and the payment of the
subscriber will be returned to The Subscriber.
12. Notice. All notices or other communications given or made hereunder shall
be in writing and delivered or mailed by registered or certified mail,
return receipt requested, postage prepaid, to The Subscriber at the address
set forth below, and to the Corporation at the address set forth above.
13. Entire Agreement. This Subscription Agreement constitutes the entire
agreement between the two parties hereto with respect to the subject matter
hereof, and may be amended only by writing executed by all of the parties
hereto.
14. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the state of New Jersey.
MANNER IN WHICH SHARES ARE TO BE HELD
Place an "X" in one place below.
(a) Individual ownership
(b) Community property
(c) Joint tenant with right of survivorship
(d) Partnership
(e) Tenants in common
(f) Corporation
(g) Trust
(h) Other
(Describe: ]
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Dated:
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INDIVIDUAL PURCHASER
Residence address to which
Correspondence should be sent
-----------------------------
Name
-----------------------------
Xxxxxx
-----------------------------
Xxxx, Xxxxx and Zip Code
/s/ Xxxxx Xxxxxx
----------------
Signature
Xxxxx Xxxxxx
--------------------- ------------------------------------------
Name typed or printed Social Security or taxpayer identification
number
------------------------------------------
Telephone number
CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY
Principal address to which
Correspondence should be sent
------------------------------------------
Name
------------------------------------------
Street
------------------------------------------
City, State and Zip Code
By:
------------------------------
Its
------------------------------
5
------------------------------------------
Social Security or taxpayer identification
number
--------------------------------- ------------------------------------------
Name typed or printed Telephone number
WHEN COMPLETED AND EXECUTED THIS SUBSCRIPTION AGREEMENT SHOULD BE
DELIVERED TO THE CORPORATION AT 000 XXXXXXXXXX XXXXXX,
XXXXXX XXXXX, XXX XXXXXX, 00000
*If the Shares are being subscribed for an entity, the certificate of Signatory
also must be completed.
This Subscription Agreement is accepted as of
ARC COMMUNICATIONS, INC.
By:/s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Chief Operating Officer
CERTIFICATE OF SIGNATORY
To be completed if the Shares are being subscribed for an entity.
I, , am the of
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( the "Entity).
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I certify that I am empowered and duly authorized by the entity to execute,
deliver and carry out the terms and provisions of the Subscription Agreement and
to purchase and hold the Shares. I further certify that the Subscription
Agreement has been duly and validly executed on behalf of the entity and
constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have executed this signatory this day of
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, 200__.
---------------------------------
(Signature)
