Memorandum Number: Offeree Name:
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xxxxxxxx.xxx CONFIDENTIAL
Subscription Agreement
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The UNDERSIGNED hereby subscribes to purchase Twelve Thousand Five Hundred
(12,500) Common Shares of xxxxxxxx.xxx, Inc. a Florida Corporation, (the
"Company"). In this regard, enclosed is $125.00, which is $0.01 per Common
Share multiplied by Twelve Thousand Five Hundred (12,500), which is the number
of Common Shares purchased, as shown above. The Undersigned understands that
his/her securities may be registered in a subsequent offering and that his/her
securities have certain piggyback registration rights, which may only be
exercised at the Company's election.
In connection with its purchase, the undersigned warrants and represents the
following:
1. The Subscriber was offered the Securities by the Company for investment
purposes only, and has specifically relied on the Company in making this
investment. The offer to sell Securities was directly communicated to the
Subscriber by the Company, on and in such a manner that the Subscriber was able
to ask questions and receive satisfactory answers concerning the terms and
conditions of this investment, and at no time was the Subscriber presented with,
or solicited by, any promotional meeting, newspaper, magazine, electronic media,
radio or television advertisement or any other form of general advertising or
solicitation. The Securities were purchased directly from the Company by the
Subscriber strictly on representations from the Company and were not, without
exception, either expressed or implied, purchased from any advisor, agent, or
other representative of the Company.
2. The Subscriber acknowledges that as a founder of the Company and as an
accredited investor the Company does not have to provide information which would
be available in a registration statement filed under the Securities Act of 1933,
as amended. Such information, by way of example, includes, but is not limited
to, the following.
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a) Financial and business condition of the f) Any legal proceedings;
Company;
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b) Officers, directors and promoter (if any) g) Security ownership of the
of the Company; Securities of the Company;
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c) Use of proceeds from sale of the h) Description of the Securities;
Securities;
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d) Business history of the Company; i) Corporate agreements, Bylaws,
Articles of Incorporation;
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e) High Risk Factors associated with an j) Market information regarding
investment in the Securities; the Securities.
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3. The Company was formed for the purpose of acquiring or merging with a
business or company operating within the Internet Industry. The Subscriber is
aware that the Company is subject to all the risks of a developmental stage
company. There is presently no market for the Securities offered herein nor can
there be any assurance that any market will be available in the future for such
Securities.
4. Question 4 is intended to determine whether or not you qualify as an
Accredited Investor pursuant to Regulation D promulgated under the Securities
Act of 1933, as amended;
(Initial any applicable boxes below)
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I am an "accredited investor" and "not counted purchaser" because I am:
/s/LCA a) A natural person whose individual net worth, or joint net worth with
------ the undersigned's spouse, exceeds $1,000,000, including automobiles,
home and furnishings.
b) A natural person who had an individual income in excess of $200,000
------ in each of the two most recent years and who reasonably expects an
income in excess of $200,000 in the current year.
c) A natural person, who, together with their spouse, have joint income
------ of $300,000 in each of the two most recent years and can reasonably
expect such minimum level of income in the current year.
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5. The Subscriber understands and acknowledges that the offering price of the
Securities was arbitrarily determined by the Company.
6. The Company has not made any representations regarding possible value
appreciation in the Securities.
7. The Securities are not being issued for services performed by the
Undersigned.
8. The Securities are being acquired by the Subscriber for investment with
Subscriber's own funds or property from Undersigned's own accounts as
"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.
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9. 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.
10. The Subscriber understands that the Company will restrict the transfer of
the Securities in accordance with the foregoing representations.
11. 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
Securities may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act or
exemption from registration, the availability of which is to be established
to the satisfaction of the Company."
12. 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.
13. The Subscriber understands and hereby agrees that the Company will comply
with all valid, applicable Federal and State securities regulations.
14. The Subscriber represents and warrants that in connection with the
acquisition of the Securities, the Subscriber has had made available or
accessible to (it)(him)(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 (it)(his)(her) subscription in the
Securities.
15. 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.
The Undersigned requests that the Securities be issued in the name of the
Undersigned and delivered to the undersigned at the address below.
I will hold title to my shares as follows: (initial one)
Community Property Joint tenancy
------- ------- (both must sign)
Tenants in common /s/ LCA Individual ownership
------- (each much sign) -------
As custodian under the State Gifts Trust or Xxxxx Plan
------- to Minors Act -------
As custodian, trustee or agent for: Partnership
------- -------
Corporation
-------
Other: (please describe):
-------
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INTENDING TO BE LEGALLY BOUND, the parties hereto set their hands and seals on
this 6th day of April 1999.
/s/ Xxxxxx X. Xxxxxxxx
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(Signature of Authorized Representative) (Signature of Subscriber) (Seal)
Xxxxxx X. Xxxxxxxx
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(Print Name, Title of (Print Name, Title, if applicable)
Authorized Representative)
Please type or print the following information:
1) NAME: Xxxxxx X. Xxxxxxxx 2) NAME:
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Unit 3E 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
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Street Address City State Zip Code
W Telephone 000-000-0000
Social Security Social Security
or Tax I.D. No. ###-##-#### or Tax I.D. No.
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Dated April 6, 1999. Dated April 6, 1999.
/s/ Xxxxxx X. Xxxxxxxx
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Signature Signature
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Title or capacity of signing party if the subscriber is partnership,
corporation, trust or other non-individual entity.
Remittance should be payable to: XxxxxxxX.xxx, Inc. Special Account
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