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Exhibit 6.1
Stock Subscription Agreement
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STOCK SUBSCRIPTION AGREEMENT
All American Consultant Aircraft, Inc.
1. SUBSCRIPTION: The undersigned, ., (the "Subscriber") hereby subscribes
for the purchase of shares of Common Stock of All American Consultant
Aircraft, Inc., a Texas corporation (the "Company"), in consideration
of the sum of $ , payable on or before two years from date hereof, with
minimum payment of $ per month payable over 24 consecutive months, and
subscriber submits the amount of $ with this subscription agreement and
will submit subsequent payments on or before the 1st day of the next
succeeding twenty three (23) months commencing March 1, 1999. Such
subscription is subject to the following terms and conditions:
a. Certificate(s) for shares shall be issued to the undersigned
as payments are received by the Company, and the number of
shares issued shall be based on dividing the amount of the
payment by $5.57 and,
b. The certificate(s) representing the share delivered pursuant
to this Subscription Agreement shall bear a restrictive legend
as follows.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH
ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE COMPANY.
2. REPRESENTATIONS AND WARRANTIES: The undersigned Subscriber hereby
represents and warrants to the Company:
a. The undersigned Subscriber understands that the Company's
stock has not been approved or disapproved by the United
States Securities and Exchange Commission; any state
securities agency; or any foreign securities agency. The
Subscriber understands that the offering and sale of the
shares of the company to Subscriber is intended to be exempt
from registration under the Securities Act, by virtue of
Section 4(2) thereof, based in part, upon the representations,
warranties and agreements of the Subscriber contained in this
Subscription Agreement.
b. The undersigned Subscriber is not an underwriter and would be
acquiring the Company's stock solely for investment for his or
her own account and not with a view to, or for, resale in
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All American Consultants Aircraft, Inc./Meridian Mercantile, Inc.
Page 2
connection with any distribution within the meaning of any
federal securities act, state securities act or any other
applicable federal or state laws;
c. The undersigned Subscriber understands the speculative nature
and risks of investments associated with the Company, and
confirms that the stock would be suitable and consistent with
his or her investment program; that his or her financial
position enable him or her to bear the risks of this
investment; and, that there is no public market for the stock
subscribed for herein;
d. The stock subscribed for herein may not be transferred,
encumbered, sold, hypothecated, or otherwise disposed of, if
such disposition will violate any federal and/or state
securities acts. Disposition shall include, but is not limited
to acts of selling, assigning, transferring, pledging,
encumbering, hypothecating, giving, and any form of conveying,
whether voluntary or not;
e. To the extent that any federal, and/or state securities laws
shall require, the Subscriber hereby agrees that any stock
acquired pursuant to this Agreement shall be without
preference as to assets;
f. The Company is under no obligation to register or seek an
exemption under any federal securities act, state securities
act, or any foreign securities act for any stock of the
Company or to cause or permit such stock to be transferred in
the absence of any such registration or exemption;
g. The Subscriber has had the opportunity to ask questions of the
Company and has received additional information from the
Company to the extent that the Company possessed such
information, necessary to evaluate the merits and risks of any
investment in the Company. Further, the Subscriber has been
given access to: (1) All material books, records and financial
statements of the Company; (2) all material contracts and
documents relating to the proposed transaction; and, (3) an
opportunity to question the appropriate executive officers of
the Company;
h. The Subscriber has satisfied the suitability standards imposed
by his or her applicable state laws and has a preexisting
personal and business relationship with the Company.
i. The Subscriber has adequate means of providing for his current
needs and personal contingencies and has no need to sell the
shares in the foreseeable future (that is at the time of the
investment, Subscriber can afford to hold the investment for
an indefinite period of time);
j. The Subscriber has sufficient knowledge and experience in
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All American Consultants Aircraft, Inc./Meridian Mercantile, Inc.
Page 3
financial matters to evaluate the merits and risks of this
investment and further, the Subscriber is capable of reading
and interpreting financial statements;
3. LIMITED POWER OF ATTORNEY: The undersigned Subscriber hereby
constitutes and appoints and grants to Xxxxxx Yakimishyn, his limited
attorney-in-fact and agent to sign for him and act in his name, place
and stead, in any and all capacities to execute any or all documents to
be filed with the United States Securities and Exchange Commission and
any governmental agency, federal, state or otherwise in connection with
any securities filings, including, but not limited to: amendments,
exhibits, agreements, concerning shareholders granting said limited
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that
each said limited attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
4. STATUS OF PURCHASER:
[ ] I am not a member of, or an associate or affiliate of a member of
the National Association of Securities Dealers.
[ ] I am a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers. Attached is a copy of
an agreement signed by the principal of the firm with which I am
affiliated agreeing to my participation in this investment.
5. GUARANTY: The obligations of Subscriber pursuant to this Subscription
Agreement are guaranteed by Xxxxx Xxxxxxxx and Xxxxx X. Xxxxxxxx
pursuant to the terms of a Guaranty Agreement being delivered
concurrently herewith.
6. MISCELLANEOUS: This Subscription Agreement shall be binding upon the
parties hereto, their heirs, executors, successors, and legal
representatives. The law of the State of Texas shall govern the rights
of the parties to this Agreement. This Agreement is not assignable
without the prior written consent of the Company, any attempt to assign
any rights, duties or obligations which arise under this Agreement
without the Company's prior express written consent shall be void.
The undersigned Subscriber hereby declares and affirms that he or she
has read the within and foregoing Subscription Agreement, is familiar with the
contents thereof and agrees to abide by there terms and conditions therein set
forth, and knows the statements therein to be true and correct.
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All American Consultants Aircraft, Inc./Meridian Mercantile, Inc.
Page 4
I hereby consent to the use of my name in any prospectus or
registration statement which may be filed in connection with any public offering
of the Company's securities.
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement this day of , 19 , at , .
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SUBSCRIBER
By:
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Signature
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Spouse's Signature (if applicable)
ACCEPTED BY:
All American Aircraft Consultant, Inc.
BY: /S/
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Xxxxxx Yakimishyn, President
