EXHIBIT 4.1
SUBSCRIPTION AGREEMENT
INSTRUCTIONS FOR GIFT SHARE RECIPIENTS
Our officer has offered to give you ____________ shares of our common stock.
You will not be expected or permitted to give our officer any money,
property or other valuable consideration in connection with this gift. In
order to receive the shares you must execute a copy of the Gift Acceptance
Certificate set forth below.
IF SHARES WILL BE ISSUED TO MORE THAN ONE MEMBER OF YOUR FAMILY, A SEPARATE
GIFT ACCEPTANCE CERTIFICATE MUST BE COMPLETED FOR EACH FAMILY MEMBER.
GIFT ACCEPTANCE CERTIFICATES FOR GIFTS TO MINOR CHILDREN MUST BEEXECUTED BY
A PARENT OR LEGAL GUARDIAN ACTING AS CUSTODIAN FOR THE CHILD.
To execute the Gift Acceptance Certificate you must:
* Make a photocopy of the Gift Acceptance Certificate and complete all
required information;
* Sign the Gift Acceptance Certificate in the space indicated; and
* Mail the executed Gift Acceptance Certificate to:
Greenway Technologies Corp.
c/o Law Offices of Xxxxxxx X. Xx
00-00 000xx Xxxxxx, #0X
Xxxxxx Xxxxx, XX 00000
GREENWAY TECHNOLOGIES CORP.
GIFT ACCEPTANCE CERTIFICATE
Greenway Technologies Corp.
C/o Law Offices of Xxxxxxx X. Xx
00-00 000xx Xxxxxx, #0X
Xxxxxx Xxxxx, XX 00000
Gentlemen,
1. Xx. Xxxx Xxxx Xxxxx, the sole officer of Greenway Technologies Corp.
(the "Company"), has advised me in writing of her intent to transfer
______________ shares of the Company's common stock to me as a gift. I
understand that I will not be asked to transfer any money, property or other
valuable consideration to the above-named officer of the Company or to any
other person in connection with the transfer of shares. I also understand
that I must execute a copy of this Gift Acceptance Certificate as a condition
to the transfer of the shares to my name.
2. I have received and reviewed a copy of the Company's prospectus dated
________, 2002. I understand that:
(a) The Company is a "blank check company," as defined in Securities
and Exchange Commission Rule 419, and the gifting distribution is subject
to the requirements of Rule 419.
(b) The Company's officer will give a total of 300,000 shares of its
common stock to individuals and organizations selected by her (the
"Recipient"). Each recipient will receive between 200 and 2,000 shares and
will be subject to the resale restrictions described in the prospectus.
(c) The Company will deposit all certificates for the shares in escrow
with Law Offices of Xxxxxxx X. Xx. The stock certificates deposited in the
Rule 419 escrow will be registered in my name and held in trust for my benefit
until the Company negotiates a business combination and complies with the
disclosure, reconfirmation and closing requirements of Rule 419.
(d) I will be required to retain ownership of at least 100 shares
until the earlier of six months after the completion of a business combination
or the listing of the combined companies' stock on Nasdaq or OTC Bulletin
Board.
(e) THE COMPANY'S Shares are EXTREMELY speculative AND ITS BUSINESS
PLAN involves a VERY high degree of risk.
3. I understand that if the Company fails to negotiate a business combination
within 18 months from the date of the prospectus, the board of directors will
promptly liquidate the Company. In such an event, I will only receive a
distribution equal to my pro rata share of the Company's remaining assets, if
any.
4. I understand that if the Company negotiates a business combination, I
will be sent an updated prospectus that provides a detailed description of
the proposed transaction and the other information required by Rule 419. The
updated prospectus will be sent to me within 5 business days after the
effective date of the post-effective amendment to the Company's registration
statement. I will then be given not less than 20 days nor more than 45 days
to decide whether I want to:
(a) Approve the proposed transaction and remain a stockholder of the
Company, or
(b) Reject the proposed transaction and instruct the escrow agent
to return my shares to the officer identified above.
5. If I elect to remain a stockholder of the Company, I will execute a
written reconfirmation certificate and send the executed reconfirmation
certificate to the escrow agent within the reconfirmation period specified
in the updated prospectus. If the escrow agent does not receive an executed
reconfirmation certificate from me within the time period specified in the
updated prospectus, the escrow agent will return my shares to the officer
identified above.
6. Even if I elect to remain a stockholder of the Company, my decision
will be subject to the reconfirmation threshold specified in the Company's
updated prospectus. I understand that if a sufficient number of other
recipients do not also execute reconfirmation certificates within the period
specified in the updated prospectus, the escrow agent will return all gifted
shares to the Company's officer.
7. If I elect to remain a stockholder of the Company and the
reconfirmation threshold specified in the Company's updated prospectus is
met, the escrow agent will mail my stock certificates to me within 5 business
days after the escrow agent receives a notice from the Company that a business
combination has been completed and all other conditions to the release of my
stock certificates have been satisfied. I understand that when the escrow
agent delivers my shares, I will receive two stock certificates: one for 100
shares and a second for ______ shares. I understand that the certificate for
100 shares will be imprinted with a restrictive legend that describes the
applicable limitations on transfer.
8. I understand that this Gift Acceptance Certificate does not impose any
legal obligations on me, but constitutes a valid unilateral contract that is
a legally binding obligation of the officer identified above. I understand
that the gift evidenced hereby is subject to all of the conditions set forth
herein, and no others.
9. Subject to all of the foregoing, I hereby accept the above named
officer's gift of _____ shares of the Company's common stock. I have executed
this Gift Acceptance Certificate on the date set forth below and forwarded
the executed Gift Acceptance Certificate to the escrow agent.
Executed in the City of __________, State of ____________, Country of
___________this ___ day of ________, 2002
______________________
(Signature of Recipient)
GENERAL REGISTRATION INFORMATION
Please register my shares as follows
_______________________________________________________________
(Name of Registered Owner)
_______________________________________________________________
(Social Security or Federal Tax I.D. Number)
_______________________________________________________________
(Street Address)
_______________________________________________________________
(City, State, Zip Code)
______________________________________________________________
(Telephone, including area code)
_______________________________________________________________
(E-mail address)
ADDITIONAL REGISTRATION INFORMATION
FOR STOCK GIFTS TO MINOR CHILDREN
Please register the shares under the Uniform Gifts to Minors Act as
follows:
_________________________________, as custodian for
_________________________________ under the Uniform Gifts to
Minors Act of the State of _________________________________.
SUBSCRIPTION AGREEMENT
(NON-RECIPIENT)
Document is copied.
Greenway Technologies Corp.
00 Xxxx 000, Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxx 000000
Gentlemen:
The undersigned irrevocably subscribe(s) for and agree(s) to purchase
shares of common stock, $.0001 par value ("Common Stock"), of Greenway
Technologies Corp. ("Company"), to be registered in the name(s) of the
undersigned at the address appearing below. Delivered concurrently herewith
is payment in full of $________ for ________ shares of the Common Stock
subscribed for, at the price of $_________ per share (checks made payable
to "Greenway Technologies Corp.").
The undersigned agree(s) that the Company has the right to reject this
subscription for any reason and that, in the event of rejection, all funds
delivered herewith will be promptly returned, without interest or deduction,
unless the Company receives interest on such bank account, in which case
interest will be paid in the amount received from the bank.
REGISTRATION OF SECURITIES
Common Stock is to be registered as indicated below.
(Please type or print.)
______________________________ ________________________________________
Name Social Security or Federal Tax ID Number
_______________________________ ________________________________________
Street Address Telephone Number
__________________________________________________________________________
City, State, Zip Code
OWNERSHIP:
[ ] Individual [ ] Marital Property
[ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common
[ ] Corporation [ ] Partnership
[ ] Trust [ ] IRA/Qualified Plan
[ ] Other
If Common Stock is to be registered jointly, all owners must sign. For
IRAs/Qualified Plans, the trustee must sign. Any registration in the names
of two or more co-owners will, unless otherwise specified, be as joint
tenants with rights of survivorship and not as tenants in common. Each
subscriber certifies that he/she/it has full capacity to enter into this
Agreement. This subscription is subject to acceptance by the Company and
will not be accepted unless accompanied by payment in full.
SUBSCRIBER SIGNATURES
INDIVIDUALS
(All proposed record holders must sign.)
Dated: _________________________
________________________________ _____________________________
(Signature) (Signature)
________________________________ _____________________________
(Print or Type Name) (Print or Type Name)
CORPORATIONS, PARTNERSHIPS, TRUSTS AND IRAS/QUALIFIED PLANS (Certificate of
Signatory must be completed.)
Dated: _________________________________________
________________________________________________
(Print or Type Name of Entity)
By: ____________________________________________
(Signature of Authorized Representative)
CERTIFICATE OF SIGNATORY
I, __________________, (Print or Type Name of Authorized Representative)
am the __________________________________________ (Print or Type Title
or Position) of _________________________________ ("Entity"). (Print or
Type Name of Subscribing Entity) I certify that I am fully authorized and
empowered by the Entity to execute this Subscription Agreement and to
purchase Common Stock, and that this Subscription Agreement has been duly
executed by me on behalf of the Entity and constitutes a valid and binding
obligation of the Entity in accordance with its terms.
________________________________________
(Signature of Authorized Representative)
SALES AGENT
Name of Selected Placement Agent: _______________________________
Name of Registered Representative: _______________________________
ACCEPTANCE
Subscription
[ ] accepted [ ] rejected as of __________________, 2002.
GREENWAY TECHNOLOGIES CORP.
By: ____________________________________
Signature of Authorized Officer)
