STOCK SUBSCRIPTION OFFER SHANG HIDE CONSULTANTS, LTD.
EXHIBIT
10.1
STOCK SUBSCRIPTION
OFFER
SHANG HIDE CONSULTANTS,
LTD.
TO: THE BOARD OF
DIRECTORS
1. Subscription: (the
"Undersigned"), whose address is _____________________________________________________________,
hereby offers to subscribe for FIVE MILLION (5,000,000) Shares of Common Stock
(the "Stock") of SHANG HIDE CONSULTANTS, LTD., a Nevada corporation
("the Company"), whose address is 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxx, XX
00000. The par value of the Common Stock of the Company is $.001 per
share. The Undersigned agrees to pay US$.001 per share, for a total
purchase price of FIVE THOUSAND U.S. Dollars ($5,000.00) for such Stock, payable
at the time of subscription, in the form of cash, receipt of which is hereby
acknowledged.
2. Representations and
Warranties of the Undersigned: The Undersigned hereby
represents and warrants that:
A. The
Undersigned is financially responsible, able to meet his/her obligations
hereunder, and acknowledges this investment may be long term and is by its
nature speculative; further, the Undersigned acknowledges he/she is financially
capable of bearing the risk of this investment.
B. The
Undersigned has had substantial experience in business or investments in one or
more of the following:
(i) knowledge
of and investment experience with securities, such as stocks and
bonds;
(ii) ownership
of interests in new ventures and/or start-up companies;
(iii) experience
in business and financial dealings and parlance, and the Undersigned can protect
his/her own interests in an investment of this nature and does not have a
"Purchaser Representative," as that term is defined in Regulation D of the
Securities Act of 1933, as amended, (the "Securities Act") and does not need
such a Representative.
C. The
Undersigned is capable of bearing the high degree of economic risks and burdens
of this investment, including, but not limited to, the possibility of complete
loss of all his/her investment capital and the lack of a liquid public market,
such that he/she may not be able to readily liquidate the investment whenever
desired or at the then current asking price of the Stock.
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D. The
Undersigned has had access to the information set forth in Paragraph 4 hereof
and was able to request copies of such information, ask questions of and receive
answers from the Company regarding such information and any other information
he/she desired concerning the terms and conditions of this transaction and all
such questions have been answered to his/her full satisfaction. The
Undersigned understands that the Stock has not been registered under the
Securities Act and the applicable state securities laws in reliance on the
exemption provided by Section 4(2) of the Securities Act and Regulation D, Rule
506, relating to transactions not involving a public offering. The
Undersigned further understands that he/she is purchasing the Stock without
being furnished any offering literature, prospectus or private offering
memorandum, other than that supplied under or identified in this
Offer.
E. At
no time was the Undersigned presented with or solicited by any leaflet, public
promotional meeting, circular, newspaper or magazine article, radio or
television advertisement, or any other form of general advertising otherwise
than in connection and concurrently with this Offer.
F. The
Stock which the Undersigned hereby subscribes is being acquired solely for
his/her own account, for investment, and is not being purchased with a view to
or for the resale or distribution thereof and the Undersigned has no present
plans to enter into any contract, undertaking, agreement or arrangement for such
resale or distribution.
G. The
Undersigned is aware of the following:
(i) The
Company's financial and operating history;
(ii) The
existence of substantial restrictions on the transferability of
Stock;
(iii) The
Stock will not be, and the Undersigned will have no rights to require, that the
Company register the Stock under the Securities Act or any state securities
laws; and
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(iv) The
Undersigned may not be able to avail himself/herself of the provisions of Rule
144 adopted by the Securities and Exchange Commission under the Securities Act
or any applicable state securities acts with respect to the release of the
Stock, and, accordingly, it may not be possible for the Undersigned to liquidate
part or all of his/her investment in the Company or to liquidate at the then
current asking price of the Stock, if any.
H. It
has at no time been represented, guaranteed, or warranted to the Undersigned by
an officer or director of the Company, or the agents or employees thereof, or
any other person, expressly or impliedly, any of the following:
(i) An exact or approximate
length of time that the Undersigned will or will not remain as owner of the
Stock;
(ii) A percentage of profit
and/or amount or type of consideration, profit, loss, credits or deductions to
be realized, if any, as a result of the Undersigned's ownership of the Stock;
or
(iii) Past performance on the
part of any director or officer of the Company, or the agents or employees
thereof, that will in any way indicate the predictable results accruing from
ownership of the Stock.
(I) The Company is under no
duty to register the Stock or comply with any exemption from registration under
the Securities Act or any state securities law, including supplying to the
appropriate agency or to the Undersigned any information required in connection
with transfers under appropriate rules and regulations.
(J) The
Undersigned is an "Accredited Investor", as that term is defined in Regulation D
promulgated under the Securities Act of 1933, as amended.
The
foregoing representations and warranties shall be true and accurate as of the
date hereof and as of the date of any acceptance of this Offer by the Company
and shall survive the date of such acceptance by the Company.
3. Indemnification: The
Undersigned acknowledges that he/she understands the meaning and legal
consequence of the representations and warranties contained in Paragraph 2
hereof and the Undersigned hereby agrees to indemnify and hold harmless all
loss, damage or liability due to or arising out of (i) a breach of any such
representation or warranty, or (ii) a breach of any warranty of the Undersigned
contained in this Offer.
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4. Access to and Furnishing
Information: The Company has provided the Undersigned access
to and furnished to the Undersigned, if requested, all corporate records,
including Articles of Incorporation, By-Laws, Minute and Stock Books, and
agreements with officers, directors, stockholders and employees, and information
related to the business of the Company, including the Company's Business Plan,
dated on or before the date of this Offer. The Undersigned hereby
acknowledges that he/she has had an opportunity to review and
understand the foregoing and has, if he/she deemed necessary, consulted with a
legal and/or tax advisor.
Most
significantly, neither the Company, nor its officers, directors, employees or
agents have made any oral representation of whatsoever nature to the Undersigned
relating to the Company, its business or assets, or this subscription, and the
Undersigned is relying exclusively on the written materials referenced in this
Paragraph 4 in making an investment decision.
5. Transferability: The
Undersigned agrees not to transfer or assign this Offer, or any of the
Undersigned's interest therein, and further agrees that the assignment and
transferability of the Stock acquired pursuant hereto shall be made only in
accordance with this Offer. The Company shall issue stop transfer
instructions to its transfer agent for its common stock with respect to the
Stock and shall place the following legend on the certificates representing the
Stock:
"The
shares represented by this certificate have been acquired pursuant to a
transaction effected in reliance upon Section 4(2) of the Securities Act of
1933, as amended, (the "Act") and have not been the subject of a Registration
Statement under the Act or any state securities act. These securities
may not be sold or otherwise transferred in the absence of such registration or
applicable exemption therefrom under the Act or any applicable state securities
act."
6. Revocation: The
undersigned agrees that he/she shall not cancel, terminate or revoke this
Agreement or any provisions hereof or any agreement of the Undersigned made
hereunder.
7. Notices: All
notices or other communications given or made hereunder shall be in writing and
shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the Undersigned or to the Company at their
respective addresses set forth below.
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8. Governing
Law: This Agreement and other transactions contemplated
hereunder shall be construed in accordance with and governed by the laws of the
State of Nevada.
9. Entire
Agreement: This Offer 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.
IN
WITNESS WHEREOF, the parties hereto have executed this Offer as of the date and
year set forth below.
DATED
this ____ day of May, 2010.
| Signature | |
| Name (Please Print) | |
| Address | |
| City State Zip Code |
THIS
OFFER IS ACCEPTED BY:
SHANG
HIDE CONSULTANTS, LTD.
By:_______________________________
Its
________________________________
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