Exhibit 6.6
STOCK SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes for one hundred thousand (______) share
of the common stock of XXXXXXXXXXXX.XXX, INC., a Nevada corporation (the
"corporation"), in consideration of cash or property for a total value of
________ ($_____) to be transferred to the corporation.
The undersigned agrees that upon the issuance of the shares, he will
execute an investment letter in the form attached hereto as Exhibit A to reflect
his acquisition of such shares for investment purposes and not with a view
toward their resale or distribution. Delivery of an executed counterpart of a
signature page to this agreement via telephone facsimile transmission will be
effective as delivery of a manually executed counterpart of this agreement.
DATED: March __, 1999.
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ACCEPTANCE
The foregoing subscription agreement and the consideration reflected
therein are hereby accepted.
DATED: March __, 1999.
XXXXXXXXXXXX.XXX, INC.
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XXXXXXXXXXXX.XXX INC.
Xxxx 0000, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Gentlemen:
I acknowledge receipt of ( ) share(s) of common stock of XXXXXXXXXXXX.XXX
INC., a Nevada corporation (the "Company"), (the "Securities"). In connection
with my acquisition of these Securities, I understand as follows:
These Securities are not registered under the Securities Act of 1933 (the
"Act") as the transaction in which they are being acquired is exempt under
Section 4(2) of the Act as not involving any public offering. Reliance of the
Company and others upon this exemption is predicated in part upon my
representation (which I hereby confirm) that I am acquiring these Securities for
my own account with no present intention of selling or otherwise distributing
the same to the public. I understand that in the view of the Securities and
Exchange Commission (the "SEC") the statutory and administrative basis for
exemption would not be present if, notwithstanding my representation, I have in
mind merely acquiring these Securities for sale upon the occurrence or
nonoccurrence of some predetermined event such as, for example, holding the
Securities for a market rise, or for sale if the market does not rise, or for a
fixed or determinable period in the future.
These Securities must be held by me indefinitely unless they are
subsequently registered under the Act or an exemption from registration is
available. Any routine sales of these Securities made in reliance upon the
exemption afforded by Rule 144 of the SEC can be made only in limited amounts in
accordance with the terms and conditions of that rule, and, in the event this
rule is for some reason inapplicable, compliance with Regulation A of the SEC or
some other disclosure exemption will be required. The Company will supply to me
such information in its possession as may be necessary to enable me to make
routine sales of the Securities under Rule 144, if that Rule is available.
However, the Company is under no obligation to make such information "publicly
available," to otherwise comply with any such exemption, or to register the
Securities.
In accordance with the policies of the SEC, the Company is placing the
following legend upon the certificates representing the Securities and is
placing upon the Company's stock transfer records a stop-transfer order
preventing transfer of the Securities pending compliance with the conditions set
forth in the legend:
-1-
These Securities are not registered under state or federal Securities laws
and may not be offered, or sold, pledged (except a pledge pursuant to the
terms of which any offer or sale upon foreclosure would be made in a manner
that would not violate the registration provisions of federal or state
Securities laws) or otherwise distributed for value, nor may these
Securities be transferred on the books of the company, without opinion of
counsel, concurred in by counsel for the company, that no violation of said
registration provisions would result therefrom.
This letter may be executed or acknowledged by counterpart of this
signature page via telephone facsimile transmission and will be effective as
delivery of a manually executed counterpart of this letter.
I HAVE CAREFULLY READ THE FOREGOING AND UNDERSTAND THAT IT RELATES TO
RESTRICTIONS UPON MY ABILITY TO SELL AND/OR TRANSFER MY SECURITIES.
DATED: ----------------------------
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Xxxxx X. Xxxxxx
I certify that a copy of the
above letter has been retained
by the above securityholder.
XXXXXXXXXXXX.XXX INC.
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Xxxxxx X. Xxxxxx, President
