SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
AND
INVESTMENT
LETTER
Wako
Logistics Group, Inc.
Rm
3606-08, 36/F, Citibank Tower,
Xxxxxxxx
Xxxxx, 0 Xxxxxx Xxxx,
Xxxxxxx,
Xxxx Xxxx
Xxxxxxxxx:
This
will
acknowledge that the undersigned hereby irrevocably subscribes to purchase
such
number of shares (the “Securities”)
of
common stock at a purchase price of U.S. $1.00 per share of Wako Logistics
Group, Inc., a Delaware corporation (the “Company”),
as
set forth on the signature page of this Agreement and for the purchase price
also set forth on the signature page of this Agreement.
The
undersigned acknowledges that the Securities purchased hereby have not been
registered under the Securities Act of 1933, as amended (the “Act”),
or
the securities laws of any state that the Securities are being purchased
for
investment purposes only and not with a view to distribution or resale, or
with
the intention of selling, transferring or otherwise disposing of all or any
part
of such securities for any particular price, or at any particular time, or
upon
the happening of any particular event or circumstances, except selling,
transferring, or disposing of said Securities in full compliance with all
applicable provisions of the Act, the Rules and Regulations promulgated by
the
Securities and Exchange Commission thereunder, and applicable state securities
laws; and that such Securities may be required to be held indefinitely, or
an
exemption from such registration is available, and that any sales of the
Securities may require an opinion of counsel that registration is not required
under the Act or such state securities laws, and that the certificates to
be
issued will bear a legend indicating that transfer of the Securities have
not
been so registered and the legend may bear the following or similar
words:
The
Securities represented by this Certificate have not been registered under
the
Securities Act of 1993, as amended. These Securities have been acquired for
investment purposes and not with a view to distribution or resale, and may
not
be sold, assigned, pledged, hypothecated or otherwise transferred in a
transaction subject to the securities laws of the United States or any of
its
constituent jurisdictions without an effective Registration Statement for
such
Securities under the Securities Act of 1933, as amended, and applicable state
or
country securities laws, or an opinion of counsel satisfactory to the Company
to
the effect that registration is not required under such Act and such state
securities laws.
In
connection with the purchase of the Securities, the undersigned acknowledges
that the Company will be relying on the information and on the representations
set forth herein, and the undersigned hereby represents, warrants, agrees
and
acknowledges that:
|
(a)
|
The
undersigned has not received any general solicitation or general
advertising regarding the purchase for the
Securities;
|
|
(b)
|
The
undersigned represents that he is a resident of the state or country
set
forth below his name at the foot of this subscription agreement
and
investment letter and he has received all information and documents
he
deems necessary to make an investment
decision;
|
|
(c)
|
There
is no finder in connection with this
transaction;
|
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(d)
|
The
undersigned has sufficient knowledge and experience of financial
and
business matters so that the undersigned is able to evaluate the
merits
and risks of purchasing the Securities and the undersigned has
had
substantial experience in previous purchases of securities for
which no
trading market exists;
|
|
(e)
|
The
undersigned understands the meaning of the first three paragraphs
of this
subscription agreement and investment letter, and that a restrictive
legend will be placed upon the transfer records for the Securities
prohibiting the transfer of the Securities absent full compliance
with the
Act and applicable state securities
laws;
|
|
(f)
|
There
is no contract, undertaking, agreement or arrangement with any
person to
sell, transfer or pledge to such person or anyone else the Securities
of
any part thereof, and the undersigned has no present plans to enter
into
any such contract, undertaking, agreement or
arrangement;
|
|
(g)
|
The
Securities may not be sold without the express written consent
of the
Company for a period of two (2) years from the date of issuance
and a
legend to such effect shall appear on the certificate representing
such
Securities; and
|
|
(h)
|
He
is an “accredited investor” as defined under Section 501 of the rules and
regulations promulgated thereunder of the
Act.
|
|
(i)
|
The
undersigned is not a U.S. citizen and/or U.S. resident and in connection
with the undersigned’s purchase of the Securities, the undersigned has not
directly and/or indirectly been contacted by and/or contacted any
person
and/or entity in the United States and/or any of its
territories.
|
Except
for rescission rights, if any, that may be provided under applicable laws
or
rights stated herein, the undersigned is not entitled to cancel, terminate,
or
revoke this subscription or rights stated herein, and any agreements made
in
connection herewith shall survive the undersigned’s death or
disability.
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This
Agreement may not be transferred or assigned by the undersigned.
This
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements. Neither this Agreement nor
any
provision hereof shall be modified, discharged or terminated except by an
instrument in writing signed by the party against whom any waiver, change
discharge, or termination is sought.
THE
SECURITIES OF THE COMPANY WHICH MAY BE PURCHASED PURSUANT TO THIS SUBSCRIPTION
AGREEMENT AND INVESTMENT LETTER HAVE NOT BEEN REGISTERED OR APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION THE SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE COMMISSION OR ANY
SUCH
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING, ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Dated: ____September,
2005
SUBSCRIBERS
COMPLETE AND SIGN HERE:
Print
Name: _______________________________
________________________________________
Signature
________________________________________
Residence
Address (No Post Office Box Numbers)
________________________________________
Number
of
Shares of Common Stock Subscribed For
*
* * * *
The
foregoing subscription is hereby accepted by Wako Logistics Group, Inc. as
of
the _____ day of September, 2005 for the number of shares of common
stock
appearing above.
| WAKO LOGISTICS GROUP, INC. | ||
| |
|
|
| By: | ||
|
Name: Dr. Xxxxx Xxxx |
||
| Title: Chief Executive Officer | ||
-3-
