10.1 (1) Form of Subscription Agreement
SUBSCRIPTION AGREEMENT
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XXXXXXXXXX.XXX, INC.
General. Pursuant to the terms of the offer made by Xxxxxxxxxx.xxx,
Inc. (the "Company"), a Delaware Corporation, the undersigned hereby tenders
this subscription and applies for the purchase of the number of Units, of common
stock and warrants, set forth on the signature page of this Agreement, of the
Company's common stock, having par value of $.0001 per share (the "Common
Stock"), at a purchase price of $0.50 per Unit.
Representations and Warranties. In order to induce the Company to
accept this subscription, the undersigned hereby represents and warrants to, and
covenants with, the Company (and others) as follows:
The undersigned has received and carefully reviewed certain information
relating to the company's prospects and operations. The undersigned has not been
furnished with any other materials or literature relating to the offer and sale
of the Securities, and the undersigned agrees this subscription is irrevocable
with the purchase price being non-refundable. except as otherwise expressly
stated in the Memorandum;
The undersigned has had a reasonable opportunity to ask questions of
and receive answers from the Company concerning the investment, and all such
questions, if any, have been answered to the full satisfaction of the
undersigned;
The undersigned has such knowledge and expertise in financial and
business matters such that the undersigned is capable of evaluating the merits
and risks involved in an investment;
No representations or warranties have been made to the undersigned by
the Company or any agent, employee or affiliate of the Company and in entering
into this transaction the undersigned is not relying upon any information, other
than the results of independent investigation by the undersigned;
The undersigned agrees to re-execute any further documents requested by
the company.
The undersigned understands that (A) the Shares have not been
registered under the Securities Act or the securities laws of any state; (B)
these shares may be "restricted securities" as said term is defined in Rule 144
of the Rules and Regulations promulgated under the Act; (C) the Shares may not
be sold or otherwise transferred unless they have been first registered under
the Act and all applicable state securities laws, or unless exemptions from such
registration provisions are available with respect to said resale or transfer
under the 504(D) Regulation; (D) the Company is under no obligation to register
these common shares under the Act or any state securities laws, or to take
action to make any exemption from any such registration provisions available;
and (E) the certificates for these common shares may bear a legend or the
Transfer Agent may be notified that the transfer of the these common shares that
the shares may not be sold or transferred for a minimum of six (6) months from
the date of purchase as to the first share of the Unit and one (1) year as to
the second share of the Unit;
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The undersigned is acquiring these shares solely for the account of the
undersigned, for investment purposes only, and not with a view towards the
resale or distribution thereof;
The undersigned has full power and authority to execute and deliver
this Subscription Agreement and to perform the obligations of the undersigned
hereunder; and this Subscription Agreement is a legally binding obligation of
the undersigned in accordance with its terms.
The undersigned has executed this Subscription Agreement this
__________day of __________, 2001.
SIGNATURE PAGE
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Corporation or Other Signature: - or - Individual Signature:
________________________________ ______________________
BY:_____________________________ ______________________
Signature(s)
____________________________________
Print Name & Title of Person Signing Print Name(s)
Print Name(s)
Number of Units Subscribed for ____________________:
(All Subscribers should please print information below exactly as they
wish it to appear in the records of the Company.)
Certificate in the Name of : ___________________ Amount of Certificates: ______
Social Security Number of Individual
or Other Corporate Taxpayer ID. Number ___________________________
Address:
______________________________________________________
Number and Street
______________________________________________________
City State Zip Code
Telephone Number
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Please check the box to indicate the form of ownership (if applicable):
_______TENANTS-IN-COMMON _______JOINT TENANTS WITH RIGHT OF
(All parties must sign) SURVIVORSHIP
(All parties must sign above)
_______TENANTS BY THE ENTIRETIES
(Both parties must sign above)
All Parties Must Sign:
ACCEPTANCE OF SUBSCRIPTION
XXXXXXXXXX.XXX, INC.
The foregoing subscription is hereby accepted this _______day of ________, 2001,
for _________ Units of Common Stock of the Company,
AUTO XXXXXX.XXX, INC.
BY: ____________________
Authorized Signature
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