SUBSCRIPTION AGREEMENT
Attn: President
ATM Financial Corp.
0000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Re: Acquisition of Common Shares of ATM Financial Corp.
a Nevada corporation (the "Company")
Dear Sir:
A. Subscription
The undersigned hereby subscribes for _______________ shares of the Company's
Common Stock, par value US$0.0001 per share (the "Shares") at a purchase price
of US$0.10 per share, according to the terms set forth herein. I acknowledge and
agree that this subscription may not be revoked by me except with the consent of
the Company. I further acknowledge and agree that the Company may, in its sole
discretion, allocate shares among subscribers in the event of an over
subscription for the Shares.
B. Subscriber's Representations and Warranties.
The undersigned hereby represents and warrants as follows:
1. Warranties. In connection with your offer of Shares, I represent and warrant
that I am over the age of 21 years; that I, individually or together with others
on whom I rely, have such knowledge and experience in financial and business
affairs that I have the capability of evaluating the merits and risks of my
investment in the Company; that I am financially responsible and able to meet my
obligations hereunder and acknowledge that this investment is by its nature
speculative; that I have received a copy of the Company's Prospectus dated
_______________ (the "Prospectus"). By executing this Subscription Agreement,
the undersigned acknowledges and agrees to all of the terms and conditions of
this offering as described in the Prospectus. This Subscription Agreement is not
binding on the Company until accepted by the Company. The Company reserves the
right to accept or reject, in whole or in part and at its sole discretion, any
Subscription Agreement.
2. Suitability. I represent that I either have such knowledge and experience in
financial and business matters that I am capable of evaluating the merits and
risks of my investment in the Company or, together with the purchaser
representative, if any, named below, have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of my investment in the Company; that I relied on my own legal counsel or
elected not to rely on my counsel despite the Company's recommendation that I
rely on my own legal counsel; and that I am able to bear the economic risk of
such investment.
3. Representations by the Company. No representations and warranties, oral or
otherwise, have been made to the undersigned by the Company or any agent,
employee or affiliate of the Company, or any other person whether or not
associated with this Offering and in entering into this transaction, the
undersigned is not relying upon any information other than those contained in
the Prospectus. The delivery of this Prospectus and the sale of the Shares does
not mean that there has been no change to the Company's affairs since the date
of this Prospectus. The undersigned acknowledges that this Prospectus is not an
offer to sell or a solicitation of an offer to buy securities in any state or
jurisdiction where the offer or sale is not permitted.
4. Market for the Shares. The undersigned is aware that (i) there is no market
for the Shares and that there can be no assurance that a market will develop and
(ii) it may not be possible to liquidate his/her investment in the Shares
readily.
5. Risk. The undersigned understands that an investment in the Company involves
substantial risks. The undersigned has carefully read the entire Prospectus,
particularly the "Risk Factors" section therein.
6. Residency Declaration. The undersigned represents and warrants that he is a
resident of the state listed in the address shown below insofar as he occupies a
dwelling within the state and intends to remain within the state for an
indefinite period of the time. Further, if the undersigned is not a resident of
the state listed in the address shown below, then the undersigned represents and
warrants that he is not a resident of any other state or possession of the
United States.
7. Indemnification and Arbitration. The undersigned recognizes that the offer of
the Shares in the Company was based upon his representations and warranties
contained above and hereby agrees to indemnify the Company and to hold it
harmless against any and all liabilities, costs, or expenses (including
reasonable attorneys' fees) arising by reason of, or in connection with, any
misrepresentation or any breach of such warranties by the undersigned. Further,
in the event that any dispute where to arise in connection with this Agreement
or with the undersigned's investment in the Company, the undersigned agrees,
prior to seeking any other relief at law or equity, to submit the matter to
binding arbitration in accordance with the rules of the National Association of
Securities Dealers at a place to be designated by the Company.
8. Agency Determination. The undersigned recognizes and understands that no
federal or state agency has made any determination as to the fairness of the
offering for investment purposes, or any recommendations or endorsement of the
Shares.
C. Miscellaneous.
1. This Agreement shall be governed by and construed in accordance with the laws
of the State of Nevada.
2. This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof. The provisions of this Agreement may not be
modified or waived except in writing.
3. The headings contained in this Agreement are for convenient reference only,
and they shall not limit or otherwise affect the interpretation of any term or
provision hereof.
D. Subscription for Shares
Number of Shares subscribed for:________________
Total Payment enclosed: $___________ USD
(Please make check payable to ATM Financial Corp.)
IN WITNESS WHEREOF, the undersigned has executed this Agreement this ___ day of
_______, 2003.
-----------------------------
Signature(s)
-----------------------------
Print Name
Print Name(s) in which Shares
Are to be Registered: _________________________________
Address of Subscriber: _________________________________
_________________________________
Social Security or
Taxpayer Identification Number: _________________________________
Telephone Number with Area Code: _________________________________
ACCEPTANCE
The foregoing subscription is hereby accepted and receipt of payment is hereby
acknowledged with respect to the Shares subscribed for above.
Dated:________________
ATM Financial Corp.
By:
-------------------------
Xxxxxx X. X. Xxxxx
President
