SUBSCRIPTION AGREEMENT
Exhibit
10.11
Xxx Xxxx, Chairman
& CEO
Xxxxxxxxxx.xxx,
Inc.
RE: Private
offering of unregistered common stock of
Xxxxxxxxxx.xxx, Inc.
(the "Company")
Dear
,
1. Subscription and
Offering. The undersigned hereby subscribes for and agrees to
purchase ___________ shares of the common stock of the Company at a price of
____ per
share (the "Shares"), and agrees to pay therefor the total sum of $___________ in
cash, receipt of which is hereby acknowledged by the Company's acceptance
of this subscription, below. [The undersigned
understands that the Company is
offering up to ___________ shares
(the "offering") to a group of not more than twenty investors until
DATE. The
offering will close on DATE or at such time
as all _________ shares
are sold, whichever is sooner. [The Company reserves the right to
extend the offering for an additional 30-day period.]
2. Acceptance or
Rejection. The undersigned understands that the Company, in
its sole discretion and for any reason, may accept or reject this subscription,
in whole or in part.
3. Acknowledgement. The
undersigned acknowledges that: (1) the offering of Shares was made
only through direct personal communication between the undersigned and a
representative of the Company; (2) the undersigned has had the opportunity to
obtain all information concerning the Company, its operations, legal structure
and any other information or documentation requested by the undersigned; (3) the
undersigned has been advised by the Company that (i) he or she must be prepared
to bear the economic risk of the investment for an indefinite period; (ii) the
Shares have not been registered under the Securities Act of 1933, or applicable
state securities laws and hence cannot be sold unless they are subsequently
registered or an exemption from such registration is available; (iii) the Shares
are highly speculative, involve a high degree of risk and should only be
purchased by individuals who can afford to lose their entire investment; and
(iv) the certificates for the Shares will contain an appropriate restrictive
legend prohibiting their sale or transfer, except under certain circumstances in
substantially the following form:
"The
shares represented by this Certificate have not been registered under the
Securities Act of 1933 (the "Act") and are "restricted securities" as that term
is defined in Rule 144 under the Act. The shares may not be offered
for sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company."
4. Execution of
Agreement. When accepted by the Company, in whole or in part,
this subscription shall be valid and binding on the undersigned and the Company
for all purposes. The undersigned represents and warrants that the
undersigned has received, read and understands the contents hereof and has
consulted with his attorney, business advisor and/or accountant concerning the
offering of shares.
5. Personal
Investigation. The undersigned warrants and represents that,
prior to making a decision whether to invest herein, he or she has conducted a
personal investigation and has researched and considered all factors that bear
on the advisability of investing in the Company, and that his or her investment
decision has not been based solely upon the representations of the Company or
its affiliates or representatives. In this regard, the undersigned
has been furnished and has carefully reviewed the company’s financials and SEC
filings.
6. Purchase for Own
Account. The undersigned warrants and represents that the
Shares subscribed by the undersigned will be acquired for the undersigned's own
account and benefit and not for the account of any other person or business
entity, and the undersigned has no present intention of selling or distributing
the Shares or any part hereof. The undersigned is not acting as a
nominee for any other person or entity. The undersigned understands
that the Shares may not be sold, hypothecated, pledged, transferred, assigned or
disposed of except in accordance with the substantial restrictions on transfer
described herein.
7. Investment
Experience. The undersigned warrants and represents that the
undersigned is experienced in investments and business matters, has made similar
speculative investments in the past, has sufficient investment acumen to analyze
and evaluate the merits and risks of investing in the Shares and has sufficient
financial resources to hold the Shares for an indefinite period of
time.
8. Confidentiality. The
undersigned understands that this Subscription Agreement and all other documents
delivered to the undersigned in connection with this subscription are
confidential documents prepared solely for the benefit of a limited number of
qualified investors associated with the Company. The undersigned
agrees that he or she will not reproduce or distribute any of such documents in
whole or in part.
9. Rule 144
Limitation. The undersigned acknowledges and understands that,
if the Shares are held for a period of at least two years, and if Rule 144 (the
"Rule") is applicable (there being no representation by the Company that it will
be applicable), then only routine sales of the Shares in limited amounts in a
specified manner and in accordance with the terms and conditions of the Rule are
permitted. If the Rule is not applicable, any sales may be made only
pursuant to an effective registration statement or an available exemption from
registration.
10. Purchase Price; Further
Restriction. The undersigned recognizes that the Company may
acquire additional funds from investors through private and public offerings of
its securities in the future at prices above or below the purchase price of the
Shares. The undersigned is also aware that in order to comply with
the securities laws of certain states in which a future offering may be
conducted or to enter into an underwriting agreement with an investment banker,
restrictions upon the transfer of the Shares may be imposed which could severely
limit the undersigned's ability to transfer the Shares for up to two years from
the date of such an offering. The undersigned agrees to allow his or
her stock certificate(s) to be legended to reflect the aforementioned
restriction(s).
11. Indemnification. The
undersigned recognizes that the sale of the Shares will be based upon his or her
representations and warranties set forth herein, and the undersigned hereby
agrees to indemnify and defend the Company and to hold each officer and/or
director thereof harmless from and against any and all loss, damage, liability
or expense, including costs and reasonable attorneys' fees, to which they may be
put or which they may incur by reason of, or in connection with, any
misrepresentation made by the undersigned in this Subscription Agreement or
elsewhere, any breach by the undersigned of his or her warranties and/or a
failure to fulfill any of the covenants or agreements set forth herein or
elsewhere or arising out of the sale or distribution of any Shares by the
undersigned in violation of the Securities Act of 1933, as amended, and any
other applicable state securities laws.
12. Suitability. The
undersigned does does not have either
(i) a net worth of at least $1,000,000 or (ii) individual income in excess of
$200,000 in each of the last two years (or joint income of $300,000 including
the undersigned's spouse's income) and a reasonable expectation of reaching the
same income level during the current year.
13. N.A.S.D.
Affiliations. The undersigned represents that he or she is not
directly or indirectly associated or affiliated with any member of the National
Association of Securities Dealers, Inc.
Dated at
, on
.
Signature
Print
Name
Residence Address
