SUBSCRIPTION AGREEMENT
XXXXXXX, INC.
0000 Xxxx 0000 Xxxxx
Xxxxxx, Xxxx 00000
THIS SUBSCRIPTION AGREEMENT made this day of
, 1996, by and between Xxxxxxx, Inc., a Nevada
corporation (the "Issuer" or "Company"), and
(the "Subscriber"), who, for and in consideration of the mutual
promises and covenants set forth herein, do hereto agree as
follows:
1. Subscription. The Subscriber hereby subscribes for
shares, at a price of $.50 per Share, and
herewith tenders a subscription to the Issuer in the amount of
Dollars ($ ) which
Subscriber has tendered herewith as payment for the Shares. This
Subscription Agreement ("Subscription") is an irrevocable offer
by the Subscriber to subscribe for the securities offered by the
Issuer, and, subject to the terms hereof, shall become a contract
for the sale of said securities upon the acceptance thereof by
the Issuer.
2. Acceptance. This Subscription Agreement is made
subject to the Issuer's discretionary right to accept or reject
the subscription herein, and the Subscriber will be notified upon
closing of the offering (the "Acceptance Date") whether the
subscription has been accepted. If the Issuer shall for any
reason reject this subscription, the Subscription will be
refunded in full, without interest, and this Subscription
Agreement shall be null, void and of no effect. Acceptance of
this subscription by the Issuer will be evidenced by the
execution hereof by an officer of the Issuer.
3. Subscriber Representations. The Subscriber hereby
represents and warrants that:
(a) The Subscriber's representations in this Agreement
are complete and accurate to the best of the Subscriber's
knowledge, and the Company and any sales agent may rely upon
them. The Subscriber will notify the Company and any such agent
immediately if any material change occurs in any of this
information before the sale of the Shares.
(b) The Subscriber hereby agrees that he does not have
the right to cancel this Subscription Agreement, which shall
survive the death, disability, or the cessation of existence as a
legal entity, of the Subscriber. Further, the Subscriber agrees
that he does not have the right, and will not attempt, to
transfer his interest herein.
(c) The Subscriber shall indemnify and hold the Issuer
harmless from all costs and expenses, including reasonable
attorney's fees, incurred by the Issuer as a result of a breach
hereof by the Subscriber. Further, all of the representations
and warranties of the Subscriber contained herein and all
information furnished by the Subscriber to the Issuer are true,
correct and complete in all respects, and the Subscriber agrees
to notify the Issuer immediately of any change in any
representation, warranty or other information set forth herein.
(d) This Agreement when fully executed and delivered
by the Company will constitute a valid and legally binding
obligation of the Subscriber, enforceable in accordance with its
terms. The Subscriber, if it is a partnership, joint venture,
corporation, trust or other entity, was not formed or organized
for the specific purpose of acquiring the Shares. The purchase
of the Shares by the Subscriber, if it is an entity investor, is
a permissible investment in accordance with the Subscriber's
Articles of Incorporation, by-laws, partnership agreement,
declaration of trust or other similar charter document, and has
been duly approved by all requisite action by the entity's
owners, directors, officers or other authorized managers. The
person signing this document and all documents necessary to
consummate the purchase of the Shares has all requisite authority
to sign such documents on behalf of the Subscriber, if it is an
entity investor.
(e) In connection with this offering the Subscriber
has received a prospectus which the Subscriber has reviewed and
is familiar with the contents of.
(f) The Subscriber was offered these securities in the
State of __________.
4. Governing Law. This Subscription shall be governed by
the laws of the State of Nevada.
5. Entire Agreement. This Subscription Agreement
constitutes the entire agreement between the parties with respect
to the matters covered thereby, and may only be amended by a
writing executed by all parties hereto.
6. Survival of Representations. The representations,
warranties, acknowledgments and agreements made by the Subscriber
shall survive the acceptance of this Subscription and run in
favor or, and for the benefit of, the Issuer.
7. Power of Attorney of Spouse. If the Subscriber is a
married person, the Subscriber agrees to cause the Subscriber's
spouse to execute this Agreement at the space provided for that
spouse's signature immediately following the signature of the
Subscriber, and by such signature hereto said spouse certifies
that said spouse is the spouse of the person who signed this
Agreement, that said spouse has read and approves the provisions
hereof and hereby consents and agrees to this Agreement and
agrees to be bound by and accepts such provisions of this
Agreement in lieu of all other interests said spouse may have in
the Company, whether such interests be community property or
otherwise. Said spouse grants to the Subscriber irrevocable
power of attorney to represent said spouse in all matters
connected with the Company to the end that, in all cases, the
Company may rely on any approval, direction, vote or action taken
by the Subscriber, as said spouse's attorney-in-fact. Such power
of attorney is, and shall be deemed to be, coupled with an
interest so that the authority granted hereby may continue during
the entire period of the Company and regardless of the death or
incapacity of the spouse granting the same. Said spouse further
agrees to execute, acknowledge and deliver such other and further
instruments and documents as may be required to evidence such
power of attorney.
8. Waiver. No waiver or modification of any of the terms
of this Agreement shall be valid unless in writing. No waiver of
a breach of, or default under, any provision hereof shall be
deemed a waiver of such provision or of any subsequent breach or
default of the same or similar nature or of any other provision
or condition of this Agreement.
9. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
10. Notices. Except as otherwise required in this
Agreement, any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given
upon personal delivery or upon deposit with the United States
Post Office, by registered or certified mail, postage prepaid,
addressed to the last known address of the party.
11. Non-Assignability. The obligations of the Subscriber
hereunder shall not be delegated or assigned to any other party
without the prior written consent of the Company.
12. Expenses. Each party shall pay all of its costs and
expenses that it incurs with respect to the negotiation,
execution and delivery of this Agreement.
13. Form of Ownership. Please indicate the form of
ownership that the Subscriber desires for the Shares:
Individual
Joint Tenants with Right of Survivorship
Tenants in Common
Community Property
Trust
Corporation
Partnership
Other:
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
(Signature)
(Print Name)
(Address)
Social Security No.:
Number of Shares Subscribed for Purchase:
SPOUSE OF SUBSCRIBER:
(Signature)
ORGANIZATIONS SIGN HERE: SUBSCRIBER:
(Print Name of Organization)
By:
(Print Name and Title)
(Address)
Federal ID No.:
Number of Shares Subscribed for Purchase:
Date:
ACCEPTED: Xxxxxxx, Inc.
By:
Xxxxxx Xxxxxxx, President
