MICRO INTERCONNECT TECHNOLOGY, INC.
COMMON STOCK SUBSCRIPTION AGREEMENT
The shares of common stock, (The "Shares") of Micro Interconnect
Technology, Inc., a Nevada Corporation (The "Company"), purchased
pursuant to this agreement have a par value of $.001 and have been
authorized by incorporation of the Company and are subject under the
laws of Nevada.
1. Subscription. The Undersigned Subscriber, who having expended
time and effort in incorporating this Company is desirous of becoming a
shareholder of the Company and agrees to be legally bound hereby, does
subscribe for and agrees to purchase 1,000,000 shares of the Company's
Common Stock at a purchase price of $.001 per Share (i.e. a total
purchase price of $10,000). The Undersigned Subscriber herewith must
tender payment in such amount, on or before March 31, 1998.This
transaction shall be completed upon the execution hereof by both parties
and the delivery of good funds to the Company. The Company shall issue
the shares as soon as practicable thereafter.
2. Representations and Warranties of Subscriber. To induce the
company to accept this subscription, the Undersigned Subscriber hereby
represents and warrants to the Company:
A. The Undersigned has had access to the books and records of the
Company, and is fully familiar with and understands their contents; it
acknowledges that it has had the opportunity to ask questions of and
receive answers from the management and from the authorized
representatives of the Company concerning the Company and to obtain any
additional information necessary to verify the accuracy of the
information furnished; has read carefully this Subscription Agreement;
and has based the Undersigned's investment decision on such information
as is described above and supplied herein.
B. The Undersigned understands and acknowledges the following:
1. The Shares are being offered and sold under the applicable
exemption from securities registration as provided by the states the
securities are sold in.
2. The Undersigned also understands and agrees that stop
transfer instructions relating to the securities will be placed in the
Company's stock transfer ledger, and that the certificates evidencing
the securities sold will bear the legend in substantially the following
form:
"No sale, offer to sell, or transfer of the shares represented
by this certificate shall be made unless a registration statement under
the Federal Securities Act of 1933, as amended, with respect to such
shares is then in effect or an exemption from the registration
requirements of said act is then in fact applicable to said shares."
C. The Undersigned recognizes any investment in the Company
involves substantial risk factors.
D. The Undersigned has adequate financial means of providing for
its current needs and financial contingencies without the need for
liquidity in this investment and has the ability to bear the economic
risk of this investment and can afford a complete loss of the
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purchase price; and the Undersigned has no reason to contemplate any
change in the Undersigned's financial circumstances.
E. The Undersigned, through its management and advisors, is
familiar with, and has the knowledge and expertise in, financial and
business matters to evaluate the merits and the risks involved in the
purchase of the Shares.
F. The representations provided to the Company by the Undersigned
are true and correct as of the date hereof and the Undersigned agrees to
advise the Company prior to its acceptance of this Subscription of any
material change in any of such information.
G. The Undersigned understands that no governmental agency has
approved or disapproved the shares or passed upon or endorsed the merits
of the sale or purchase thereof.
H. The Undersigned, if a corporation, is duly organized and
existing and in good standing under the laws of the jurisdiction of its
incorporation.
I. The Undersigned has full power, in accordance with law, to
execute and perform this Agreement, and such execution and performance
does not conflict with any applicable charter or bylaw provision or with
any contract to which it is a party or to which it is subject. The
Board of Directors of the Undersigned has duly authorized this
Agreement, the transactions contemplated herein, and their execution by
the Undersigned
3. Representations and Warranties of Company. To induce the
Undersigned to subscribe hereunder, the Company does hereby represent as
follows:
A. The Company's Shares to be delivered to Subscriber will
constitute, under Nevada corporate law, valid and legally issued Shares
of the Company, fully-paid, and non-assessable.
B. The officers of the Company are duly authorized to execute this
Agreement and have taken all action required by law and agreement, its
charter and Bylaws, to properly and legally execute this Agreement.
C. The Company is not involved in any pending litigation, claims
or governmental investigation or proceeding not reflected in its
financial statements or otherwise disclosed in writing to the Subscriber
and there are no lawsuits, claims assessments, investigations, or
similar matters, to the best knowledge of management, threatened or
contemplated against the Company, its management or properties.
D. The Company is duly organized, validly existing, and in good
standing under the laws of the State of Nevada; it has the corporate
power to own its property and to carry on its business as now being
conducted and is duly qualified to do business in jurisdiction where so
required.
E. Pursuant to its Certificate of Incorporation, as amended, the
Company is authorized to issue 50,000,000 shares of Common Stock, par
value $.001 per share and 10,000,000 shares Preferred Stock, par value
$.001 per share. -0- shares of which are issued and outstanding, fully
paid and non-
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assessable. The Company has no treasury stock. There are no other
subscription agreements, options, warrants, or other agreements or
commitments obligating the Company to issue any additional shares of its
capital stock of any class, or any options or rights with respect
thereto, or any securities convertible into any shares of stock of any
class. No shareholder of the Company has any right of first refusal or
any preemptive rights with respect to the issuance of the Company's
capital stock.
F. The Company has no subsidiaries.
G. The Company is not a party to any material contract either
written or oral.
H. The Company has in all material respects performed all
obligations required to be performed by it in the past and no claim
exists for default in any material respect under any agreements, leases,
or other documents to which the Company was a party.
I. The Company has complied in all material respects with all
applicable statutes and regulations of any governmental authority having
jurisdiction over it or that have been applicable to its business.
J. The Company has filed in correct form all income tax returns
due with respect to all prior years, and all franchise, real and
personal property tax returns that are required to be filed, and has
paid all taxes as shown on the said returns and all assessments received
by it to the extent that such taxes and assessments have become due.
The Federal Internal revenue Service has not examined any income tax
returns of the Company.
K. No loans or other obligations are payable to officers,
directors, employees, or stockholders of the Company.
4. Inspection Rights. It is understood that all documents, records,
and books pertaining to this investment have been made available for
inspection by the Undersigned and each of the Undersigned's attorney,
accountant, and representative, and that they will be available, upon
reasonable notice, for inspection during reasonable business hours at
the office of the Company.
5. Indemnification by Subscriber. The Undersigned hereby agrees to
indemnify and hold harmless the Company and its officers and directors
from and against any and all loss, damage, or liability (including
attorney's fees) due to or arising out of a breach of any representation
or warranty made by the Undersigned contained in this Subscription
Agreement.
6. Indemnification by Company. The Company agrees that it will
indemnify Subscriber against, and will hold it harmless from, any and
all demands, claims, actions and liabilities of the Company of every
kind and description, absolute and contingent, including, without being
limited to, legal costs and counsel fees, in connection with any
action, claim or proceeding related to such liabilities, which shall
arise or result from any breach of the representations and warranties
set forth in paragraph 3 herein.
7. Governing Law. This Agreement shall be construed in accordance
with and governed and interpreted by the laws of the State of Nevada.
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8. Heirs and Assigns. This Agreement and the rights, powers and
duties there under, excepts as otherwise set forth herein, shall be
binding upon and inure to the benefit of the heirs, executors,
administrators, personal representatives, and successors of the parties
hereto.
9. Entire Agreement. This Subscription Agreement constitutes the
entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior or contemporaneous agreements.
This Subscription Agreement may be amended only by a writing executed by
all of the parties hereto.
10. Survival. The representations, warranties and agreements
contained herein shall survive delivery of and payment for Shares.
11. Advice of Counsel. Each of the parties hereby represents that
each has read and fully understood each of the provisions as contained
herein, and has been afforded an opportunity to review same with his
attorney of choice.
12. Counterparts. This Agreement may be signed in one or more
counterparts, which when taken together, shall constitute an agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this
Subscription Agreement this 16th day of, February, 1998.
Company: Subscriber:
Micro Interconnect Technology, Inc.
(a Nevada corporation)
/s/ N. Xxxxxx Xxxx /s/ N. Xxxxxx Xxxx
N. Xxxxxx Xxxx Incorporator N. Xxxxxx Xxxx
Address: 00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Tax ID# ###-##-####
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