EXHIBIT 4.3
SUBSCRIPTION AGREEMENT
FOR
XXXXXXXXXXXX.XXX, INC.
XxxxxxxXxxxx.Xxx, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx X Xxxxx, Chairman
Gentlemen:
I am delivering this Agreement for the purpose of subscribing for the
number of shares of Common Stock of XxxxxxxXxxxx.Xxx, Inc., a California
corporation ("XxxxxxxXxxxx.Xxx") set forth on the Registration page of this
Subscription Agreement.
1. Subscription for Shares. I agree to purchase the number of shares of
Common Stock (the "Shares") indicated on the Registration page and tender to the
Company a check for the full amount of the purchase price for the Shares. I
acknowledge that the minimum acceptable subscription is Two Hundred Ten (210)
Shares at a subscription price of Nine Dollars and Fifty Cents ($9.50) per
Share, for an aggregate subscription price of One Thousand Nine Hundred
Ninety-Five Dollars ($1,995.00). If the number of Shares specified on the
Registration page does not comply with these requirements, the Company may
reject my subscription. The Company shall have no obligation to notify me prior
to its rejection of this subscription or that the number of Shares specified on
the Registration page does not comply with the foregoing requirement.
2. Terms of Subscription. I am tendering this subscription on the
following terms and conditions.
a. I may rescind my subscription at any time prior to the time that the
Company accepts my subscription. If I exercise this right, my funds will be
returned to me, without interest.
b. The Company may, in its sole discretion, reject my subscription in
whole or in part. No cancellation fee will be charged if the Company rejects my
subscription.
3. Representations and Acknowledgments. I hereby represent and warrant to
the Company as follows in connection with my subscription for the Shares.
a. Examination of Risks. I have read and reviewed with my professional
advisors the Company's Prospectus dated ______________, 1999, which describes
the Company, the Shares and this Offering.
i. I recognize that the Company, its business and my
investment in the Company will be subject to numerous investment and operating
risks.
ii. I have reviewed the description of the risks associated
with my investment that are set forth in "Risk Factors" section of the
Prospectus.
b. Suitability Standards. I represent and warrant as follows:
i. if I am an individual, that I, either alone or jointly with
my spouse, satisfy one or more of the following:
(1) I have a net worth of at least $250,000.00; or
(2) I have a net worth of at least $150,000.00 and
had gross income for each of the 1997 and 1998 tax years of at least $50,000.00
and I anticipate having at least that level of gross income for the 1999 tax
year; or
ii. if I am not an individual, that the entity satisfies one
or more of the following:
(1) the entity has a net worth of at least
$250,000.00; or
(2) the amount of the investment does not exceed 5%
of the entity's total assets.
c. Financial Liquidity; Risk of Loss. I have adequate means of
providing for my current and future needs and contingencies, and I have no need
for liquidity in this investment. I have the financial ability to bear the risk
of this investment and can afford to lose the entire amount of my investment.
d. Independent Investment Advice. I have made such inquiries and
investigations as I and my advisers determined to be appropriate for the purpose
of deciding whether to invest in the Company.
e. Marketability of Shares. I realize that the Company will not list
the Shares for trading on any exchange or the Nasdaq quotation system and that
there will be no ready market for my resale of any of the Shares, that I may
have to hold my Shares indefinitely, and that I may be unable to sell my Shares
under any circumstances, including an emergency. I further realize that the
Company has no obligation to list the Shares on any exchange or in the Nasdaq
quotation system..
INDEMNITY
I covenant and agree to indemnify and hold the Company, each of its
officers, directors, employees, attorneys and agents, and each of their
affiliates, free and harmless from and against any loss, damage or liability
arising from or due to any breach of any of the representations and warranties,
and from any false statement, representation or omission contained, in this
Subscription Agreement and the Registration Form in connection with my proposed
investment in the Company.
(Registration form appears on the following page)
XXXXXXXXXXXX.XXX, INC.
REGISTRATION FORM
1. Number of Shares: ________________________ (Minimum of 210 Shares)
2. Total Purchase Price: ________________________ ($9.50 per Share)
3. Form of Ownership. Please register ownership of my Shares as follows:
[ ] Husband and Wife, as community property
[ ] Married ([ ] Man) ([ ] Woman) as sole and separate property
[ ] Joint Tenants
[ ] Tenants in Common
[ ] Other (Specify: e.g., corporation, partnership,
trust, single man, etc.):
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4. Registered Name. The exact spelling of the name(s) under which the
Shares are to be registered is as follows:
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5. Taxpayer ID#. _________________________________________________________
6. Registered Address. Communications should be addressed to the following
mailing address:
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Telephone: (_____) ___________ Facsimile: (______) ____________
I DECLARE UNDER PENALTY OF PERJURY THAT THE INFORMATION WHICH I HAVE SUPPLIED IS
TRUE, CORRECT AND COMPLETE IN ALL RESPECTS.
EXECUTED this _________ day of ______________________, 2000, at_________________
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(printed name of subscriber) (printed name of spouse)
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(signature of subscriber) (signature of spouse)
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SUBSCRIPTION ACCEPTED:
XxxxxxxXxxxx.Xxx, Inc.
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By: Xxx X. Xxxxx, Chairman
Dated: _____________________, 2000
