INDUSTRIAL DATA SYSTEMS CORPORATION
STOCK PURCHASE SUBSCRIPTION AGREEMENT
TO: Xxxxxxx X. Xxxxxx, President
Industrial Data Systems Corporation
The undersigned subscriber ("Subscriber") hereby agrees to purchase
499,999 shares of the common stock (the "Stock") of Industrial Data Systems
Corporation (the "Corporation"), for the consideration stated on the signature
page of this Subscription Agreement. This Subscription Agreement is submitted to
the Corporation upon the following terms and conditions:
1. SUBSCRIPTION REQUIREMENTS. The subscription expressed herein is a
continuing offer and will stay open during the term of this offering but
not later than August 1, 1996 (unless extended), and is made subject to
the right of the Corporation to accept or reject the subscription, in
whole or in part, during the term of this offering.
2. CONTROLLING LAW. This Subscription Agreement evidences a subscription to
purchase the Stock, and Subscriber agrees that this Subscription Agreement
will be governed by and construed in accordance with the laws of the State
of Nevada. The offer is made pursuant to Section 504 of the Regulation D.
3. RISK FACTORS. Subscriber understands that the purchase of the Stock
involves a high degree of risk. Each offeree should carefully consider the
risks and speculative factors inherent in this offering and affecting the
business of the Corporation.
4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber hereby represents
and warrants to the Corporation that:
a. No offer, offer to sell, offer for sale, or prospect of sale was
made to the Subscriber by means of general solicitation or general
advertising, and the Subscriber (i) is familiar with the business
and affairs of the Corporation, (ii) has not been furnished any
offering literature or prospectus relating to the offering of the
Stock, other than the financial reports of the Corporation, and
(iii) has been furnished with all information including an adequate
opportunity to ask any questions of officers of the Corporation
concerning the Stock, the business and operations of the
Corporation, the use of proceeds and any other matter necessary for
the purpose of making an informed investment decision;
b. Subscriber, or the Subscriber's Representative or Financial Advisor,
has such knowledge and experience in financial and business matters
to evaluate the merits and risks of an investment in the Stock and
to make an informed investment decision with respect thereto;
c. Subscriber understands and has conducted an independent review
evaluating the merits and risks of an investment in the Stock
including the potential tax consequences of such investment;
d. Subscriber, or the Subscriber's Representative or Financial Advisor,
has knowledge of finance, securities and investments generally, and
experience and skill in investments and business matters of the sort
encompassed by this transaction;
e. Subscriber is a person who is able to bear the economic risk of an
investment in the Corporation, can afford to hold the Stock for an
indefinite period and can afford a complete loss of the investment
in the Corporation for which Subscriber is hereby subscribing;
f. Subscriber recognizes that it is a speculative venture;
g. Subscriber understands that (i) no state or federal government
authority has made any finding or determination relating to the
fairness for investment of the Stock, and (ii) no state or federal
government authority has recommended or will recommend the
investment;
h. The foregoing representations and warranties shall be true and
accurate as of the date hereof and as of the date of delivery of the
Subscriber's payment of the Stock and shall survive such delivery.
5. INDEMNITY. Subscriber will indemnify and hold harmless the Corporation,
and each other subscriber for any loss, damage or liability incurred by
reason of any material breach of the Subscription Agreement or Promissory
Note by Subscriber or if any of the representations and warranties of
Subscriber made herein are proven false in any material respect.
6. ARBITRATION. Any controversy or claim arising out of or relating to this
Subscription Agreement, or a breach thereof, including any claims based on
allegations of fraud, misrepresentation or breach of fiduciary duty, shall
be settled by arbitration under the laws of the State of Nevada, and
judgment upon the award rendered may be entered in any court having
jurisdiction thereof.
7. DOCUMENTS BEING TENDERED.
a. Subscriber hereby subscribes and delivers herewith the following
documents:
i. One completed copy of this Subscription Agreement;
ii. One Promissory Note in the principal amount of the purchase
price, payable on or before 90 days from the date of issue.
b. Corporation shall exchange for the Promissory Note certificates
representing the shares. These certificates will be without
restrictive legends and will be free trading.
8. MISCELLANEOUS.
a. All notices or other communications given or made hereunder shall be
in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid to the
Subscriber at the address set forth below, or to the Corporation.
b. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties hereto.
SUBSCRIPTION
NUMBER OF SHARES....................................................... 499,999
PURCHASE PRICE......................................................... $199,999
CONSIDERATION FOR SHARES IS A PROMISSORY NOTE PAYABLE ON OR BEFORE 90 DAYS FROM
ISSUE DATE OF THE SHARES.
WILTON ASSETS CORP.
Please print here the exact name (registration)
Subscriber desires on records of Corporation.
This Subscription Agreement is executed this the 10th day of July, 1996.
WILTON ASSETS CORP.
By /s/ XXXX XXXXXXX
Xxxx Xxxxxxx
Address: Palm Xxxxxxxx Xx. 0
X.X. Xxx 0000
Xxxx Xxxx, Xxxxxxx
Xxxxxxx Xxxxxx Xxxxxxx
ACCEPTANCE OF SUBSCRIPTION AGREEMENT
After reviewing this Subscription Agreement and taking all appropriate
steps to determine that Subscriber is a suitable investor as described herein,
the Corporation hereby accepts Subscriber as a purchaser of Stock.
Dated this 15th day of July, 1996.
INDUSTRIAL DATA SYSTEMS CORPORATION
By /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, President
