EXHIBIT 99.1
Xxxxx Electronics, Inc.
0000 Xxxxxxxx Xx., Xxxxxxxx, XX 00000
SUBSCRIPTION AGREEMENT
THE UNDERSIGNED hereby subscribes to receive 50 Shares of Common Stock (the
"Shares") of Xxxxx Electronics, Inc. (the "Company"), a Delaware corporation,
as a gift. In this regard, the total Shares is valued at an undetermined
amount.
REPRESENTATION BY THE SUBSCRIBER:
1. The Subscriber / Purchaser hereby certify that he or she is not a U.S.
person and is not acquiring the Securities for the account or benefit of a
U.S. person other than persons who purchased Securities in transactions
exempt from the registration requirements of the Securities Act;
2. The Subscriber / Purchaser also agrees only to sell the Securities in
accordance with the registration provisions of the Securities Act or an
exemption therefrom, or in accordance with the provisions of the Regulation;
3. The Securities being acquired are "Restricted Securities" as that term
is defined in Rule 144 of the Rules and Regulations adopted by the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, and not with a view to the distribution thereof by public sale or
other disposition. The Subscriber does not intend to subdivide Subscriber's
acquisition with anyone;
4. The Subscriber understands and acknowledges that the restriction period
for the Shares is 40 days from the completion date of the offering and the
Company did not make any determination as to the value of the Shares;
5. The Subscriber understands that it must bear the economic risk of the
investment for an indefinite period of time because the Securities have
not been registered under the Securities Act of 1933, as amended, or any
state securities laws, and therefore, cannot be sold unless it is
subsequently registered under the Act and any state securities laws, or
unless exemption from such registrations are available;
6. The Subscriber understands that the Company will refuse to register
any transfer of Securities not made in accordance with the provisions of
the Regulation. The Subscriber agrees that all certificates representing
Securities will contain the following legend or a substantial equivalent:
"THE SECURITIES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED
SECURITIES" AS THAT ITEM IS DEFINED IN RULE 144 UNDER THE ACT. THE
SHARE(S) MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY";
7. The Subscriber agrees that a stop transfer order prohibiting the
transfer of the Securities will be placed by the Company with its
transfer agent, when and if the shares are issued;
8. The Subscriber acknowledges and hereby agrees that the Company is
under no obligation to register or qualify the Securities under the
Securities Act of 1933, as amended, and the rules and regulations adopted
thereunder;
9. The Subscriber understands and hereby agrees that the Company will comply
with all valid, applicable Federal and State securities regulations which
may require, among other things, that the Subscriber escrow the Securities;
10. The Subscriber represents and warrants that in connection with the
acquisition of the Securities, the Subscriber has had made available or
accessible to (it)(his)(her), by the Company and its officers and directors,
all information which it has deemed material to making an informed
investment decision to acquire the Securities prior to (its)(his)(her)
subscription in the Securities;
11. The Subscriber represents and warrants that it has not acted as a
Purchaser Representative for any person in connection with this purchase
of Securities by the Subscriber;
12. Indemnification
The Subscriber recognizes that the sale and distribution of the Securities
to him will be based upon his representations and warranties set forth
above and on other written information supplied by the Subscriber to the
Company. The Subscriber agrees to indemnify and to hold harmless the
Company, and its affiliates from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees,
arising out of or based upon any false representation or warranty made
by the Subscriber in this Subscription Agreement and/or any failure by
the Subscriber to fulfill any covenants or agreements set forth herein
or in the other document executed and delivered by him in connection
with this transaction.
The Undersigned requests that the Securities be registered in the name of
the Undersigned at the address below,
Please type or print the following information:
Name:
______________________________________________________________________
Full name of Subscriber as it should appear on schedule of Corporation
Address:_____________________________________
_____________________________________
_________________ _________________ __________________
City Country Zip Code
Intending to be legally bound, the parties hereto have set their hands on
this ___ day of _____, 1997.
____________________________________ _____________________________
Xxxx Xxxxx (Signature of Subscriber)
President of Xxxxx Electronics, Inc.
_____________________________
(Print Name of Subscriber)
