SUBSCRIPTION AGREEMENT
----------------------
Attn: President
XxxxxxXxXxxxx.xxx, Inc.
0000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
RE: ACQUISITION OF COMMON SHARES OF XXXXXXXXXXXXX.XXX, INC.
A NEVADA CORPORATION (THE "COMPANY")
Dear Sir:
A. SUBSCRIPTION
The undersigned hereby subscribes for _______________ shares of the Company's
Common Stock, par value US$0.0001 per share (the "Shares") at a purchase price
of US$0.10 per share, according to the terms set forth herein. I acknowledge
and agree that this subscription may not be revoked by me except with the
consent of the Company. I further acknowledge and agree that the Company may,
in its sole discretion, allocate shares among subscribers in the event of an
over subscription for the Shares.
B. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES.
The undersigned hereby represents and warrants as follows:
1. Warranties. In connection with your offer of Shares, I represent and
warrant that I am over the age of 21 years; that I, individually or together
with others on whom I rely, have such knowledge and experience in financial and
business affairs that I have the capability of evaluating the merits and risks
of my investment in the Company; that I am financially responsible and able to
meet my obligations hereunder and acknowledge that this investment is by its
nature speculative; that I have received a copy of the Company's Prospectus
dated ______________________ (the "Prospectus"). By executing this Subscription
Agreement, the undersigned acknowledges and agrees to all of the terms and
conditions of this offering as described in the Prospectus. This Subscription
Agreement is not binding on the Company until accepted by the Company. The
Company reserves the right to accept or reject, in whole or in part and at its
sole discretion, any Subscription Agreement.
2. Suitability. I represent that I either have such knowledge and
experience in financial and business matters that I am capable of evaluating the
merits and risks of my investment in the Company or, together with the purchaser
representative, if any, named below, have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of my investment in the Company; that I relied on my own legal counsel or
elected not to rely on my counsel despite the Company's recommendation that I
rely on my own legal counsel; and that I am able to bear the economic risk of
such investment.
3. Representations by the Company. No representations and warranties, oral
or otherwise, have been made to the undersigned by the Company or any agent,
employee or affiliate of the Company, or any other person whether or not
associated with this Offering and in entering into this transaction, the
undersigned is not relying upon any information other than those contained in
the Prospectus. The delivery of this Prospectus and the sale of the Shares does
not mean that there has been no change to the Company's affairs since the date
of this Prospectus. The undersigned acknowledges that this Prospectus is not an
offer to sell or a solicitation of an offer to buy securities in any state or
jurisdiction where the offer or sale is not permitted.
4. Market for the Shares. The undersigned is aware that (i) there is no
market for the Shares and that there can be no assurance that a market will
develop and (ii) it may not be possible to liquidate his/her investment in the
Shares readily.
5. Risk. The undersigned understands that an investment in the Company
involves substantial risks. The undersigned has carefully read the entire
Prospectus, particularly the "Risk Factors" section therein.
6. Residency Declaration. The undersigned represents and warrants that he is
a resident of the state listed in the address shown below insofar as he occupies
a dwelling within the state and intends to remain within the state for an
indefinite period of the time. Further, if the undersigned is not a resident of
the state listed in the address shown below, then the undersigned represents and
warrants that he is not a resident of any other state or possession of the
United States.
7. Indemnification and Arbitration. The undersigned recognizes that the
offer of the Shares in the Company was based upon his representations and
warranties contained above and hereby agrees to indemnify the Company and to
hold it harmless against any and all liabilities, costs, or expenses (including
reasonable attorneys' fees) arising by reason of, or in connection with, any
misrepresentation or any breach of such warranties by the undersigned. Further,
in the event that any dispute where to arise in connection with this Agreement
or with the undersigned's investment in the Company, the undersigned agrees,
prior to seeking any other relief at law or equity, to submit the matter to
binding arbitration in accordance with the rules of the National Association of
Securities Dealers at a place to be designated by the Company.
8. Agency Determination.The undersigned recognizes and understands that no
federal or state agency has made any determination as to the fairness of the
offering for investment purposes, or any recommendations or endorsement of the
Shares.
C. MISCELLANEOUS.
1. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
2. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. The provisions of this Agreement may not
be modified or waived except in writing.
3. The headings contained in this Agreement are for convenient reference
only, and they shall not limit or otherwise affect the interpretation of any
term or provision hereof.
D. SUBSCRIPTION FOR SHARES
Number of Shares subscribed for:________________
Total Payment enclosed: $_________________ USD
(PLEASE MAKE CHECK PAYABLE TO XXXXXXXXXXXXX.XXX, INC.)
IN WITNESS WHEREOF, the undersigned has executed this Agreement this ___ day of
_____________, 2005.
_________________________
Signature(s)
_________________________
Print Name
Print Name(s) in which Shares Are to be Registered: _________________________
Address of Subscriber: _________________________
_________________________
ACCEPTANCE
The foregoing subscription is hereby accepted and receipt of payment is hereby
acknowledged with respect to the Shares subscribed for above.
XXXXXXXXXXXXX.XXX, INC.
By: _________________________
Xxxx Xxxx
President
