Subscription Agreement
0000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx XX 00000
Gentlemen:
You have informed the undersigned (the “Purchaser”) that UNIQUE UNDERWRITERS,
INC., a Texas Corporation, (the “Company”) wishes to raise a minimum of Fifty Thousand
Dollars ($50,000) and a maximum of One Hundred Thousand Dollars ($100,000) from
various persons by selling up to 5,000,000 shares of the Company’s Common Stock,
$0.001 par value (the “Shares”), at a price of One Dollar ($.02) per Share.
I have received, read, and understand the Limited Offering Memorandum dated June 1,
2010 (the “Memorandum”). I further understand that my rights and responsibilities as a
Purchaser will be governed by the terms and conditions of this Subscription Agreement,
the Memorandum and the Shares (the “Share Documents”). I understand that you will rely
on the following information to confirm that I am an “Accredited Investor”, as defined in
Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), or one of 35 Non-Accredited Investors that will be allowed to purchase Shares in this
Offering (subject to Company approval), and that I am qualified to be a Purchaser.
This Subscription Agreement is one of a number of such subscriptions for Shares. By
signing this Subscription Agreement, I offer to purchase and subscribe from the Company
the number of Shares set forth below on the terms specified herein. The Company
reserves the right, in its complete discretion, to reject any subscription offer or to reduce
the number of Shares allotted to me. If this offer is accepted, the Company will execute a
copy of this Subscription Agreement and return it to me. I understand that commencing on
the date of this Memorandum all funds received by the Company in full payment of
subscriptions for Shares will be deposited in an escrow account. The Company has set a
minimum offering proceeds figure of $50,000 for this Offering. The Company has
established an Investment Holding Account with (Chase Bank, Account # 842036204), into
which the minimum offering proceeds will be placed. At least 2,500,000 Shares must be
sold for $50,000 before such proceeds will be released from the escrow account and
utilized by the Company. After the minimum number of Shares are sold, all proceeds from
the sale of Shares will be delivered directly to the Company and be available for its use.
1. Accredited Investor. I am an Accredited Investor because I qualify within one of the
following categories:
Please Check The Appropriate Category
_____ $1,000,000 Net Worth.
A natural person whose individual net worth, or joint net worth with that person’s spouse,
at the time of his purchase exceeds $1,000,000.
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Purchaser’s Initials
_____ $200,000/$300,000 Income.
A natural person who had an individual income in excess of $200,000 (including
contributions to qualified employee benefit plans) or joint income with such person’s
spouse in excess of $300,000 per year in each of the two most recent years and who
reasonably expects to attain the same individual or joint levels of income (including such
contributions) in the current year.
_____ Director or Officer of Issuer.
Any director or executive officer of the Company
_____ All Equity Owners In Entity Are Accredited.
An entity, (i.e. corporation, partnership, trust, XXX, etc.) in which all of the equity owners
are Accredited Investors as defined herein.
_____ Corporation.
A corporation not formed for the specific purpose of acquiring the Shares offered, with total
assets in excess of $5,000,000.
_____ Other Accredited Investor.
Any natural person or entity which qualifies as an Accredited Investor pursuant to Rule
501(a) of Regulation D promulgated under the Act; specify basis for qualification:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
______One of 35 Non-Accredited Investors that may be allowed to invest in the offering
2. Representations and Warranties. I represent and warrant to the Company that:
(a) I (i) have adequate means of providing for my current needs and possible
contingencies and I have no need for liquidity of my investment in the Shares, (ii) can
bear the economic risk of losing the entire amount of my investment in Shares, and (iii)
have such knowledge and experience that I am capable of evaluating the relative risks and
merits of this investment; (iv) the purchase of Shares is consistent, in both nature and
amount, with my overall investment program and financial condition.
(b) The address set forth below is my true and correct residence, and I have no intention
of becoming a resident of any other state or jurisdiction.
(c) I have not utilized the services of a “Purchaser Representative” (as defined in
Regulation D promulgated under the Securities Act) because I am a sophisticated,
experienced investor, capable of determining and understanding the risks and merits of
this investment.
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Purchaser’s Initials
(d) I have received and read, and am familiar with the Share Documents, including the
Memorandum and the forms of certificate for Shares. All documents, records and books
pertaining to the Company and the Shares requested by me, including all pertinent records
of the Company, financial and otherwise, have been made available or delivered to me.
(e) I have had the opportunity to ask questions of and receive answers from the
Company’s officers and representatives concerning the Company’s affairs generally and
the terms and conditions of my proposed investment in the Shares.
(f) I understand the risks implicit in the business of the Company. Among other things, I
understand that there can be no assurance that the Company will be successful in
obtaining the funds necessary for its success. If only a fraction of the maximum amount of
the Offering is raised, the Company may not be able to expand as rapidly as anticipated,
and proceeds from this Offering may not be sufficient for the Company’s long term needs.
(g) Other than as set forth in the Memorandum, no person or entity has made any
representation or warranty whatsoever with respect to any matter or thing concerning the
Company and this Offering, and I am purchasing the Shares based solely upon my own
investigation and evaluation.
(h) I understand that no Shares have been registered under the Securities Act, nor have
they been registered pursuant to the provisions of the securities or other laws of applicable
jurisdictions.
(i) The Shares for which I subscribe are being acquired solely for my own account, for
investment and are not being purchased with a view to or for their resale or distribution. In
order to induce the Company to sell Shares to me, the Company will have no obligation to
recognize the ownership, beneficial or otherwise, of the Shares by anyone but me.
(j) I am aware of the following:
(i)The Shares are a speculative investment which involves a high degree of
risk; and
(ii) My investment in the Shares is not readily transferable; it may not be
possible for me to liquidate my investment.
(iii) The financial statements of the Company have merely been compiled, and
have not been reviewed or audited.
(iv) There are substantial restrictions on the transferability of the Shares
registered under the Securities Act; and
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Purchaser’s Initials
(v) No federal or state agency has made any finding or determination as to the
fairness of the Shares for public investment nor any recommendation or
endorsement of the Shares;
(k) Except as set forth in the Memorandum, none of the following information has ever
been represented, guaranteed, or warranted to me expressly or by implication, by any
broker, the Company, or agents or employees of the foregoing, or by any other person:
(i) The appropriate or exact length of time that I will be required to hold the Shares;
(ii) The percentage of profit and/or amount or type of consideration, profit, or
loss to be realized, if any, as a result of an investment in the Shares; or
(iii) That the past performance or experience of the Company, or associates,
agents, affiliates, or employees of the Company or any other person, will in any
way indicate or predict economic results in connection with the purchase of
Shares;
(iv) The amount of dividends or distributions that the Company will make;
(l) I have not distributed the Memorandum to anyone, no other person has used the
Memorandum, and I have made no copies of the Memorandum; and
(m) I hereby agree to indemnify and hold harmless the Company, its officers, directors,
and representatives from and against any and all liability, damage, cost or expense,
including reasonable attorneys fees, incurred on account of or arising out of:
(i) Any inaccuracy in the declarations, representations, and warranties set forth
above;
(ii) The disposition of any of the Shares by me which is contrary to the foregoing
declarations, representations, and warranties; and
(iii) Any action, suit or proceeding based upon (1) the claim that said
declarations, representations, or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company; or (2) the
disposition of any of the Shares.
(n) By entering into this Subscription Agreement, I acknowledge that the Company is
relying on the truth and accuracy of my representations.
The foregoing representation and warranties are true and accurate as of the date hereof,
shall be true and accurate as of the date of the delivery of the funds to the Company and
shall survive such delivery. If, in any respect, such representations and warranties are not
true and accurate prior to delivery of the funds, I will give written notice of the fact to the
Company, specifying which representations and warranties are not true and accurate and
the reasons therefore.
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Purchaser’s Initials
3. Transferability. I understand that I may sell or otherwise transfer my Shares only if
registered under the Securities Act or I provide the Company with an opinion of counsel
acceptable to the Company to the effect that such sale or other transfer may be made in
absence of registration under the Securities Act. I have no right to cause the Company to
register the Shares. Any certificates or other documents representing my Shares will
contain a restrictive legend reflecting this restriction, and stop transfer instructions will
apply to my Shares.
4. Indemnification. I understand the meaning and legal consequences of the
representations and warranties contained in Paragraph 2 hereof, and I will indemnify and
hold harmless the Company, its officers, directors, and representatives involved in the
offer or sale of the Shares to me, as well as each of the managers and representatives,
employees and agents and other controlling persons of each of them, from and against
any and all loss, damage or liability due to or arising out of a breach of any representation
or warranty of mine contained in this Subscription Agreement.
5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any
agreement made by me hereunder and this Subscription Agreement shall survive my
death or disability.
6. Termination of Agreement. If this subscription is rejected by the Company, then this
Subscription Agreement shall be null and void and of no further force and effect, no party
shall have any rights against any other party hereunder, and the Company shall promptly
return to me the funds delivered with this Subscription Agreement.
7. Miscellaneous.
(a) This Subscription Agreement shall be governed by and construed in accordance with
the substantive law of the State of Texas.
(b) This Subscription Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and may be amended only in writing
and executed by all parties.
8. Ownership Information. Please print here the total number of Shares to be purchased,
and the exact name(s) in which the Shares will be registered.
Total Shares:_________________
Name(s):_____________________________________________________________
_____ Single Person
_____ Husband and Wife, as community property
_____ Joint Tenants (with right of survivorship)
_____ Tenants in Common
_____ A Married Person as separate property
_____ Corporation or other organization
_____ A Partnership
_____ Trust
_____ XXX
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_____ Tax-Qualified Retirement Plan
(i) Trustee(s)/ Custodian_________________________________________
(ii) Trust Date_________________________________________________
(iii) Name of Trust_____________________________________________
(iv) For the Benefit of___________________________________________
_____ Other:________________________________________________________
(please explain)
Social Security or Tax I.D.#:____________________________________________
Residence Address:
_____________________________________________________________________
Street Address
_____________________________________________________________________
City State Zip
Mailing Address: (Complete only if different from residence)
_____________________________________________________________________
Street Address (If X.X.Xxx, include address for surface delivery if different than
residence)
_____________________________________________________________________
City State Zip
Phone Numbers
Home: (_______)_____________________
Business: (_______)___________________
Facsimile: (_______)___________________
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Purchaser’s Initials
9. Date and Signatures. Dated ______________________________, 2010.
Signatures Purchaser Name (Print)
____________________________ ____________________________
___________________________ ____________________________
(Each co-owner or joint owner must sign - Names must be signed exactly as listed
under “Purchaser Name”)
ACCEPTED:
By:________________________________ Dated:______________________, 2010
Xxxxxx Xxxxx
Chief Executive Officer
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Purchaser’s
