BALLROOM DANCE FITNESS, INC.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
(754) 366 - 5435
Subscription Documents and Procedure
Each prospective investor for the shares of Common Stock of Ballroom Dance
Fitness, Inc., a Florida corporation (the "Company"), is required to complete,
execute and return to the Company the following documents:
SUBSCRIPTION AGREEMENT: Please complete all the open lines, date and sign it
on the Signature Page.
Return the completed Subscription Agreement to:
BALLROOM DANCE FITNESS, INC.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (754) 366 - 5435
Please deliver the purchase price for the Shares being purchased TO THE ABOVE
ADDRESS ALONG WITH THE COMPLETED SUBSCRIPTION DOCUMENTS.
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SUBSCRIPTION AGREEMENT
----------------------
Mail to:
Ballroom Dance Fitness, Inc.
0000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Ladies and Gentlemen:
The undersigned is writing to advise you of the following terms and conditions
under which the undersigned hereby offers to subscribe (the "Offer") for the
number of shares of common stock of Ballroom Dance Fitness, Inc., a Florida
corporation (the "Company"), set forth on the signature page to this
Agreement.
The Company is offering a total of up to 6,000,000 shares of common stock, par
value $0.0001 per share ("Shares"). The Shares are being offered at $0.40 per
Share, for an aggregate purchase price of up to $2,400,000. The offering is
being conducted on a "best efforts" basis by the Company, and completion of
the offering is not subject to the purchase of a minimum number of Shares. All
funds will be deposited directly in the treasury of the Company. The Shares
are sometime hereinafter referred to as the "Securities".
1. Subscription.
Subject to the terms and conditions hereinafter set forth in this Subscription
Agreement, the undersigned hereby offers to purchase the number of Shares set
forth on the signature page of this Agreement, for an aggregate purchase price
equal to $0.40 times the number of Shares being subscribed for (the "Purchase
Price").
The Securities shall be paid for by the delivery of the Purchase Price by
personal or corporate check which is being delivered contemporaneously
herewith.
2. Conditions to Offer.
The offering is made subject to the following conditions: (A) you shall have
the right to accept or reject this Offer, in whole or in part, for any reason
whatsoever; (B) this offer shall not be deemed accepted by you unless and
until you have so signified on the signature page to this Agreement and the
Purchase Price has been received in cleared United States dollars and (C) that
the undersigned agrees to comply with the terms of this Subscription Agreement
and to execute and deliver any and all further documents necessary to become a
security holder in the Company.
If less than the total number of Securities offered hereby is sold, the
Company, in its sole discretion, may use all proceeds received and not return
any subscriptions it has accepted from investors subject to the conditions
described hereafter. The Company also reserves the right to undertake separate
additional offerings on the same or varying offering terms.
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Acceptance of this Offer shall be deemed given by the countersigning of this
Subscription Agreement on behalf of the Company.
3. Representations and Warranties of the Undersigned.
The undersigned, in order to induce the Company to accept this Offer, hereby
warrants and represents as follows:
(A) The Company has not made any other representations or warranties to the
undersigned with respect to the Company or rendered investment advice except
as contained herein and in the prospectus.
(B) The undersigned acknowledges and understands that only the information
contained in the prospectus should be relied upon. The undersigned further
acknowledges that to the extent necessary, it has been afforded the
opportunity to ask questions of, and receive satisfactory answers from, the
officers and/or directors of the Company acting on its behalf concerning the
terms and conditions of this transaction and that this information is
consistent with the information contained in the prospectus.
(C) The undersigned acknowledges that the Shares of common stock issuable
have been registered under the registration statement Form S-1 under the
Securities Act of 1933, as amended.
(D) The undersigned further acknowledges that this offering has not been
passed upon or the merits thereof endorsed or approved by state or federal
authorities.
(E) The undersigned certifies that each of the foregoing representations and
warranties set forth in subsections (A) through (D) inclusive of this Section
3 are true as of the date hereof and shall survive such date.
(F) The undersigned understands that the Securities are being offered with
registration and that the Company will rely on such representations in
accepting any subscriptions for the Securities and that the Company may take
such steps as it considers reasonable to verify the accuracy and truthfulness
of such representations in advance of accepting or rejecting the undersigned's
subscription.
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4. No Waiver.
Notwithstanding any of the representations, warranties, acknowledgements or
agreements made herein by the undersigned, the undersigned does not thereby,
or in any manner, waive any rights granted to him under federal or state
securities laws.
5. Revocation.
The undersigned agrees that it shall not cancel, terminate or revoke this
Subscription Agreement or any agreement of the undersigned made hereunder,
except pursuant to the applicable rules and regulations under the Act or
applicable state securities laws. This Subscription Agreement shall survive
the death or disability of the undersigned.
6. Termination of Subscription Agreement.
If the Company elects to cancel this Subscription Agreement, provided that it
returns to the undersigned, without interest and without deduction, all sums
paid by the undersigned, this offer shall be null and void and of no further
force and effect, and no party shall have any rights against any other party
hereunder.
7. Risks of New Business.
The undersigned has been advised that the Company's business is subject to a
high degree of risk and there is no assurance that the Company will succeed,
become profitable or that investors in the Company will receive a return on
all of any part of their investment. THIS IS A HIGHLY SPECULATIVE INVESTMENT
THAT SHOULD NOT BE MADE BY ANYONE WHO CANNOT AFFORD TO SUSTAIN A LOSS OF ITS
ENTIRE INVESTMENT. Among the risks attendant to an investment in the Company
are those contained in the Company's public filings (viewable free of charge
at xxx.xxx.xxx) incorporated herein by reference.
8. Miscellaneous.
(A) All notices or other communications given or made hereunder shall be in
writing and shall be mailed by registered or certified mail, return receipt
requested, postage prepaid, to the undersigned at his address set forth below
and to the Company.
(B) This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties.
(C) The provisions of this Subscription Agreement shall survive the
execution thereof.
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9. Certification.
The undersigned has read this entire Subscription Agreement and certifies that
every statement on the part of the undersigned is true and complete.
10. Specific State Legends.
FOR FLORIDA RESIDENTS ONLY: EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE
PURCHASE OF SECURITIES HEREIN MAY HAVE THE RIGHT, TO THE EXTENT PROVIDED IN
SECTION 517.061(11)(a)(5) OF THE FLORIDA SECURITIES ACT, TO WITHDRAW HIS
SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND OF ALL MONIES PAID.
SUCH RIGHT OF WITHDRAWAL MAY BE EXERCISED PRIOR TO THE EXPIRATION OF THREE
BUSINESS DAYS AFTER THE LATER TO OCCUR OF (A) PAYMENT OF THE PURCHASE HAS BEEN
MADE TO THE COMPANY, ITS AGENT OR AN ESCROW AGENT OR (B) COMMUNICATION OF THE
RIGHT OF WITHDRAWAL TO THE FLORIDA RESIDENT. WITHDRAWAL WILL BE WITHOUT ANY
FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER
NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS OF THE
COMPANY SET FORTH HEREIN INDICATING HIS INTENTION TO WITHDRAW.
SUCH LETTER OR TELEGRAM SHOULD BE SET AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND
ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN
PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION
THAT THE
REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.
FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
on the date his or her signature has been subscribed and sworn to below.
Number of Shares: ____________________ at $0.40 per Share
Aggregate Purchase Price: $____________________
_______________________________________
Print Name of Investor
_______________________________________
Signature of Investor
_______________________________________
Address
_______________________________________
_______________________________________
Social Security Number
_______________________________________
Print Name of Joint Investor
_______________________________________
Signature of Joint Investor
Shares to be Registered as Follows:
_______________________________________
_______________________________________
Accepted as of the ______ day of _______________, 2010
BALLROOM DANCE FITNESS, INC.
By: _____________________________
Xxxxxxx X. Xxxxxx, Chief Executive Officer
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[SIGNATURE PAGE FOR CORPORATIONS, PARTNERSHIPS, TRUST
AND OTHER BUSINESS ENTITIES]
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
on the date his signature has been subscribed and sworn to below.
Number of Shares: _____________________ at $0.40 per Share
Aggregate Purchase Price: $____________________
_______________________________________
Print Name of Investor Entity
_______________________________________
Print Name and Title of Authorized Signatory
_______________________________________
Signature of Authorized Signatory
_______________________________________
Tax I.D. Number of Investor Entity
_______________________________________
Address
_______________________________________
Shares to be Registered as Follows:
_______________________________________
_______________________________________
Accepted as of the ______ day of _______________, 2009
BALLROOM DANCE FITNESS, INC.
By: _____________________________
Xxxxxxx X. Xxxxxx, Chief Executive Officer
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