EXHIBIT 10.11
SPONGETECH DELIVERY SYSTEMS, INC.
SUBSCRIPTION AGREEMENT
1. Subscription. The undersigned hereby subscribes to purchase _______ (the
"Units"), of Spongetech Delivery Systems, Inc. (the "Company") for a purchase
price equal to $0.25 per unit or $________________ total. A cashier's check
payable to "Continental Stock Transfer & Trust Co., as Escrow Agent for
Spongetech Delivery Systems, Inc." in the amount of the purchase price is
enclosed with this Subscription Agreement.
2. Subscription Funds. The undersigned understands that the subscription funds
will be held in an escrow account at Continental Stock Transfer & Trust Co. In
the event this Subscription Agreement is rejected in whole by the Company, or if
subscriptions for a minimum of 2,00,000 Units have not been received and
accepted by the Escrow Agent, the funds will be promptly returned to the
undersigned without interest or deduction, and this Subscription Agreement will
be null and void. In the event this Subscription Agreement is accepted, in whole
or in part, the funds deposited in the escrow account will be paid over to the
Company at a closing and applied as described in the Prospectus (and any amounts
which the undersigned has tendered in excess of the cash subscription price for
the Units allocated to the undersigned will be returned).
3. Acknowledgement. The undersigned acknowledges that, prior to signing this
Subscription Agreement, he or she has received the Prospectus describing the
offering of Units by the Company and has carefully reviewed the risks of and
other considerations relevant to, a purchase of the Common Stock, including
those described under the caption "Risk Factors" in the Prospectus.
4. Subscription Irrevocable. This Subscription Agreement is not transferable or
assignable and is irrevocable, except that the execution and delivery of this
Subscription Agreement will not constitute an agreement between the undersigned
and the Company until this subscription is accepted on behalf of the Company.
This Subscription Agreement shall survive the death or disability of the
undersigned and shall be binding upon the undersigned's heirs and legal
representatives.
The undersigned hereby executes this Subscription Agreement as of the ____ day
of 200__, at _______________________, ______________________. (city) (state)
SUBSTITUTE FORM W-9
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
Under the penalties of perjury, I certify that: (1) the Social Security number
or Taxpayer Identification Number given below is correct; and (2) 1 am not
subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT NUMBER 2 ABOVE IF
YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORT1NG INTEREST OR DIVIDENDS ON YOUR TAX
RETURN.
MAIL TO: Signature: ____________________________
Spongetech Delivery Systems, Inc. Print Name: ___________________________
Subscription Account
c/o Continental Stock Transfer &
Trust Co. _______________________________________
2 Broadway _______________________________________
Federal Employer Identification Number/
Xxx Xxxx, Xxx Xxxx 00000 Social Security Number
_______________________________________
Street Address
_______________________________________
City, State and Zip Code
_______________________________________
Telephone Number
