Exhibit 10.1
EMERGING MARKETS HOLDINGS, INC.
SUBSCRIPTION AGREEMENT
1. Subscription. The undersigned hereby subscribes to purchase _______
(the "Units"), of Emerging Markets Holdings, Inc. (the "Company") for a purchase
price equal to $1.00 per unit or $________________ total. A cashier's check
payable to "SunTrust 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 SunTrust Bank. In the
event this Subscription Agreement is rejected in whole by the Company, or if
subscriptions for a minimum of 5,000,000 Units 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 deposited in the escrow account will be paid over to the
Company at a closing and applied as described in the Prospectus (and any amounts
which the undersigned has tendered in excess of the cash subscription price for
the Units allocated to the undersigned will be returned).
3. Acknowledgement. The undersigned acknowledges that, prior to signing
this Subscription Agreement, he or she has received the Prospectus describing
the offering of Units by the Company and has carefully reviewed the risks of and
other considerations relevant to, a purchase of the Common Stock, including
those described under the caption "Risk Factors" in the Prospectus.
4. Subscription Irrevocable. This Subscription Agreement is not
transferable or assignable and is irrevocable, except that 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
