EXHIBIT 4
Subscription Agreement
Xxxxxx Coffee, Inc.
SUBSCRIPTION AGREEMENT
Xxxxxx Coffee, Inc.
X.X. Xxx 000
Xxxxxxxx, XX 00000
Dear Sirs and Madams,
I understand that each common share with a par value of $0.001 per share in the
capital of Xxxxxx Coffee, Inc. (the "Company") is being subscribed for at an
offering price of $0.05 per share.
A. Purchase and Sale of Shares
The undersigned (the "Purchaser") hereby tenders this Subscription Agreement to
you and applies for the purchase of Shares for $ 0.05 each for an aggregate
purchase price of $________. All sums are in US currency.
B. Acknowledgments of the Purchaser
The Purchaser hereby acknowledges:
1. That upon the execution hereof by the Purchaser, payment by the Purchaser
of the full price of the Shares subscribed for hereby shall be due and
payable and shall accompany the return of this Subscription Agreement by
the Purchaser and shall be payable in U.S. funds.
2. This subscription may be accepted or rejected, in whole or in part by the
Company in its sole and absolute discretion. In the event his Subscription
Agreement is rejected by the Company, the initial payment by the Purchaser
shall be returned to the Purchaser with the notice of such rejection.
3. That any cash payment for the Shares (in a form payable to the Company)
will be deposited directly into the Company's bank account and will be
immediately available for use by the Company. In the event that this
subscription has not been accepted by the earliest of:
a. the date the Company may, in its sole discretion, determine;
b. the date on which all the Shares are sold; or
c. August 31, 2000, (the "Closing Date"), the payment made by the
Purchaser and documents provided will be promptly returned by
the Company to the Purchaser without further obligation.
4. That each subscriber is personally liable for the total amount of the
subscription price.
5. No person has made to the Purchaser any written or oral representations:
a. that any person will resell or repurchase the Shares;
b. that any person will refund the purchase price of the Shares;
c. as to the future price or value of the Shares;
d. that the Shares and/or underlying securities will be listed and
posted for trading on a stock exchange or that application has
been made to list and post the Shares and/or underlying
securities for trading on a stock exchange or quotation system.
6. The Shares are a speculative investment which involves a high degree of
risk of loss by the Purchaser of the entire investment of the Purchaser and
there is no assurance of any income from such investment.
7. No federal or state agency has made any finding or determination as to the
fairness of the offering, or any recommendation or endorsement of the
Shares.
8. The Purchaser understands and acknowledges that an investment in the
Company is not liquid, not easily transferable or disposed of, and that he
has no need for liquidity of this investment. There will be no public
market for the Shares, and accordingly, the Purchaser will need to bear the
economic risk of his investment for an indefinite period of time and will
not be readily able to liquidate this investment in case of any emergency.
9. The Purchaser agrees not to transfer or assign this subscription or any
interest therein and agrees that if this subscription is accepted by the
Company, the assignment and transferability of the Shares purchased by the
Purchaser will be governed by all applicable state and federal laws.
C. Representations and Warranties of the Purchaser
In consideration of the sale of the Shares and intending to be legally bound,
the Purchaser hereby represents and warrants as follows:
1. The Purchaser has carefully read the Prospectus and has relied solely upon
the Prospectus and investigations made by him or by his qualified
representative in making the decision to purchase the shares.
2. The prospective purchaser is aware that the shares represent a high risk
speculation and has carefully read and considered the material set forth
and particularly the material in the "Risk Factors" of the Prospectus.
3. The principal residence of the Purchaser, if an individual, is in the State
or Country shown in this Subscription Agreement; if the Purchaser is a
corporation, trust or other entity (except a partnership), it was
incorporated or organized and is existing under the laws of the State or
Country shown in this Subscription Agreement; if the Purchaser is a
partnership, the principle residence of all of its general partners are in
the States or Countries shown in this Subscription Agreement; and if the
Purchaser is a corporation, trust, partnership or other entity; it was not
organized for the specific purpose of acquiring the Shares.
4. The Purchaser has the legal capacity and competence to enter into and
execute this agreement and to take all actions required hereunder.
5. The Shares for which the Purchaser hereby subscribes will be acquired
solely for the account of the Purchaser (or if the Purchaser is a trust,
solely for the beneficiaries thereof), for investment and is not being
purchased for subdivision or fractionalization thereof; and the Purchaser
has no contract, undertaking, agreement or arrangement with any person to
sell, transfer or pledge to such person, or to anyone else, the Shares
which the Purchaser hereby subscribes to purchase or any part thereof, and
the Purchaser has no present plans to enter into any such contract,
undertaking, agreement or arrangement.
6. The Purchaser is investing in his own name or in the capacity indicated
herein.
7. The Purchaser understands that this purchase offer does not become a
purchase agreement unless the check submitted with the purchase offer is
promptly paid by the bank upon which it is drawn and until the offer is
accepted by a duly authorized officer or agent of the Company. The Company
may accept or reject any or all of the offer.
8. The Purchaser hereby acknowledges and agrees that he is not entitled to
cancel, terminate or revoke this purchase offer or any agreements of the
prospective purchaser hereunder and that such purchase agreements shall
survive death, disability or transfer of control of the prospective
purchaser.
The representations, warranties and acknowledgments of the Purchaser contained
in this Section will survive the Closing (as hereinafter defined).
D. Closing
On or before August 31, 2000, the Company will confirm whether or not the
Agreement is acceptable and payment has been received in full, whereupon the
Company will deliver to the Purchaser certificate(s) representing the
securities, registered in the name of the Purchaser on or before August 31, 0000
X. Xxxxxxxxxxxxx
The Purchaser recognizes that the offer and sale of the Shares to the Purchaser
is based on the representations and warranties of the Purchaser contained in
Paragraphs C.1 through to C. 9 above and hereby agrees to indemnify the Company
and the officers and directors of the Company, and to hold each of such entities
and persons harmless against all liabilities, costs or expenses (including
reasonable attorney's fees) arising by reason of or in connection with any
misrepresentations or any breach of such warranties by the Purchaser, or arising
as a result of the sale or distribution of the Shares by the Purchaser in
violation of the Securities Exchange Act of 1934, as amended, the 1933 Act, or
any other applicable federal or state statute.
The Purchaser hereby indemnifies the Company and the officers and directors of
the Company, and holds each of such persons and entities harmless from and
against any and all loss, damages, liability or expense, including costs and
reasonable attorney's fees to which they may be put or which they may incur by
reason of or in connection with any misrepresentations made by the Purchaser,
any breach of any of his warranties, or his failure to fulfill any of his
covenants or agreements set forth herein. The subscription and the
representations and warranties contained herein shall be binding upon the heirs,
legal representative, successors and assigns of the Purchaser.
Upon acceptance by the Company of the subscription agreement by the Purchaser,
the Purchaser agrees to become an investor in the Company. The Purchaser
acknowledges and agrees that the Purchaser is not entitled to cancel, terminated
revoke this subscription agreement or any agreements of the Purchaser herein,
and that such subscription or agreements shall survive (a) changes in
transactions, documents, and instruments described in any materials provided by
the Company which the aggregate are not material, and (b) the death or
disability of the Purchaser; provided, however, that if the Company shall not
have accepted this subscription by the Closing Date, either by personally
delivering to the Purchaser an executed copy hereof reflecting such acceptance
or by depositing in the United States Mail, postage prepaid, a written notice of
acceptance addressed to the Purchaser hereunder, and the power of attorney
granted hereby shall be automatically canceled, terminated and revoked.
The Purchaser acknowledges the he/she is a person who has knowledge and
experience in financial and business matters such that the Purchaser is capable
of evaluating the merits and risk of an investment in the Company and making an
informed decision.
WHEREFORE, IN CONSIDERATION, of the foregoing covenants and representations, I
hereby submit the following subscription for the below referenced number of
Shares as described in this Subscription Agreement, furthermore, I acknowledge I
have received copies of all information I deemed necessary or appropriate to
evaluate the merits and risks of an investment in the Shares.
Number of Shares
--------------------------
$ Cash Payment ($0.05 per Share)
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Date
Print Name: __________________________________
Address: _____________________________________
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Social Security Number/Employer Identification Number
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ACCEPTANCE
Xxxxxx Coffee, Inc. herewith accepts the foregoing subscription for Shares.
XXXXXX COFFEE, INC.
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Per: Authorized Signatory Date
