SEGUSO HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Exhibit
10.6
SEGUSO
HOLDINGS, INC.
1.
Subscription.
In
connection with the offering of 500,000 shares of common stock, par value $.0001
per share (the “Shares”) of Seguso Holdings, Inc. (the “Company”), at a price of
$0.10 per share on a self underwritten all-or-none basis, as described in the
Prospectus, filed with the Securities and Exchange Commission (the “SEC”) on
October 26, 2007 (the “Prospectus”) under Rule 424(b)(3) promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned
hereby subscribes to purchase ________ Shares of the Company for a purchase
price equal to $0.10 per Share or $__________ in the aggregate by check or
wire
transfer to “Sterling National Bank” in the amount of the purchase price based
on the instructions set forth below, which funds shall be disbursed along with
the execution and delivery of this Subscription Agreement to the mailing address
set forth on the signature page, below.
Wiring
Instructions:
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______________________
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_____________________
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_____________________
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For
the account of ______________
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ABA
# _________
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Escrow
Account #___________
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If
funds are coming from an international bank, then add our SWIFT #:
_________
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Check:
Make
your
check payable to “_______________________”
(put
“Account No. ___________/Seguso Holdings, Inc.” on check).
2.
Escrow.
The
undersigned understands that the subscription funds will be held in a
non-interest bearing escrow account at Sterling National Bank pursuant to the
terms of the escrow agreement, dated April 11, 2008 with Sterling National
Bank
(the “Escrow Agreement”), whereby Xxxxxxxx Xxxxx LLP shall be the escrow agent
(the “Escrow Agent”). The funds provided by subscribers shall be deposited with
the Escrow Agent. In the event subscriptions of $50,000 (the “Full Subscription
Amount”) have not been received by the Escrow Agent within the 180 day period
(which includes the extension of an additional 90 days through April 23, 2008
as
disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on
March 4, 2008) (the “Offering Period”), all funds deposited to the Escrow Agent
will be promptly returned to the undersigned in accordance with the Prospectus
and this Subscription Agreement will be null and void. Upon reaching the Full
Subscription Amount within the Offering Period, the certificates representing
the aggregate amount of 500,000 Shares shall be held in escrow by Xxxxxxxx
Xxxxx
LLP and, along with the proceeds of the offering being held in the escrow
account, shall only be returned or released, as the case may be, in accordance
with Rule 419 or as otherwise described in the Prospectus.
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3.
Representations
and Warranties.
(a) The
undersigned represents and warrants that, prior to signing this Subscription
Agreement, he or she has received the Prospectus describing the offering of
Shares by the Company, including as described under the caption "Risk Factors"
in the Prospectus.
(b) The
undersigned, if a corporation, partnership, limited liability company, or trust
is authorized and otherwise duly qualified to enter into this Subscription
Agreement.
(c) The
undersigned acknowledges that he/she/it is a resident or is incorporated in
the
State of New York and that the Shares are registered only in the State of New
York and that purchasers in any secondary trading market which may develop
for
the Shares must also be residents of New York unless an exemption from state
registration requirements is available. In connection therewith, the undersigned
acknowledges that such Share certificates shall bear an appropriate legend
that
restricts the further sale or assignment of the Shares except in accordance
with
the terms of the Prospectus.
4.
Non-Transferable;
Effectiveness.
This
Subscription Agreement is not transferable or assignable. 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, successors
(with respect to business entities), and legal representatives.
5.
Substitute
Form W-9 Information.
Under
the
penalties of perjury, the undersigned certifies that: (1) the Social Security
number or Taxpayer Identification Number given on the signature page below
is
correct; and (2) he/she/it is 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.
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SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT
In
witness whereof, the undersigned hereby executes this Subscription Agreement
as
of the ____ day of 20___, at _______________, ______________.
Signature:
_____________________
Print
Name: ____________________
________________________________
________________________________
Federal
Employer Identification
Number/Social
Security Number
________________________________
Street
Address
________________________________
City,
State and Zip Code
________________________________
Telephone
Number
Accepted
and Agreed as of ___________, 2008:
SEGUSO
HOLDINGS, INC.
By:
_____________________________
Xxxxxx
Xxxxxx
Its:
President and Chief Executive Officer
Mail
To:
Xxxxxx
Associates L.P.
00
Xxxxxxxx, 0xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxx
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