EXHIBIT 99: Subscription Agreement
MEDICAL STAFFING SOLUTIONS, INC.
Subscription Agreement
1. Investment:
The undersigned ("Buyer") subscribes for ________ Shares of
Common Stock of MEDICAL STAFFING SOLUTIONS, INC. at $0.25 per
share.
Total subscription price ($0.25 times number of Shares): =
$________________.
PLEASE MAKE CHECKS PAYABLE TO: Medical Staffing Solutions,
Inc.
2. Investor information:
Name (type or print) SSN/EIN/Taxpayer
I.D.
E-Mail
address:
Address
Joint Name (type or SSN/EIN/Taxpayer
print) I.D
E-Mail
address:
Address (If different
from above)
Mailing Address (if
different from
above):
Street City/State Zip
Business ( Home (
Phone: ) Phone: )
3. Type of ownership: (You must check one box)
Individual Custodi
an for
Tenants in Common Uniform Gifts to Minors Act of
the State of: ____________
Joint Tenants with rights Corporation (Inc., LLC, LP) -
of Survivorship Please List all officers,
directors, partners, managers,
etc.:
Partnership (Limited
Partnerships use
"Corporation")
Trust
Community Property Other (please
explain)
4. Further Representations, Warrants and Covenants. Buyer
hereby represents warrants, covenants and agrees as follows:
(a) Buyer is at least eighteen (18) years of age with an address
as set forth in this Subscription Agreement.
(b) Except as set forth in the Prospectus and the exhibits
thereto, a copy of which Buyer acknowledges having received and
reviewed, no representations or warranties, oral or otherwise,
have been made to Buyer by the Company or any other person,
whether or not associated with the Company or this offering. In
entering into this transaction, Buyer is not relying upon any
information, other than that contained in the Prospectus and the
exhibits thereto and the results of any independent investigation
conducted by Buyer at Buyer's sole discretion and judgment.
(c) Buyer understands that his or her investment in the Shares
is speculative and involves a high degree of risk, and is not
recommended for any person who cannot afford a total loss of the
investment. Buyer is able to bear the economic risks of an
investment in the Offering and at the present time can afford a
complete loss of such investment.
(d) Buyer is under no legal disability nor is Buyer subject to
any order which would prevent or interfere with Buyer's
execution, delivery and performance of this Subscription
Agreement or his or her purchase of the Shares. The Shares are
being purchased solely for Buyer's own account and not for the
account of others and for investment purposes only, and are not
being purchased with a view to or for the transfer, assignment,
resale or distribution thereof, in whole or part. Buyer has no
present plans to enter into any contract, undertaking, agreement
or arrangement with respect to the transfer, assignment, resale
or distribution of any of the Shares.
(e) Buyer has (i) adequate means of providing for his or her
current financial needs and possible personal contingencies, and
no present need for liquidity of the investment in the Shares,
and (ii) a liquid net worth (that is, net worth exclusive of a
primary residence, the furniture and furnishings thereof, and
automobiles) which is sufficient to enable Buyer to hold the
Shares indefinitely.
(f) Buyer agrees that Buyer will not sell or otherwise transfer
his or her shares, unless they are registered or otherwise exempt
from registration under the Act and so authorized under any
applicable securities laws governing the issuance and sale of
securities.
(g) If the Buyer is acting without a Purchaser Representative,
Buyer has such knowledge and experience in financial and business
matters that Buyer is fully capable of evaluating the risks and
merits of an investment in the Offering.
(h) Buyer has been furnished with the Prospectus. Buyer has
assessed the merit of this offering on his or her own or
otherwise consulted exclusively with his or her attorney,
accountant, or such other professional advisors with respect to
any investment in the Shares as Buyer deems necessary or
advisable, and Buyer acknowledges that all documents, records and
books pertaining to an investment in the Shares have been made
available for Buyer's inspection and analysis, and for inspection
and analysis by such attorney, accountant and/or other
professional advisors, and Buyer understands that the books and
records of the Company will be made available to Buyer and his or
her professional advisors upon reasonable notice for inspection
during reasonable business hours at the Company's principal place
of business. Buyer acknowledges that he or she and/or his or her
professional advisors have had the opportunity to obtain any
additional information requested in order to verify the accuracy
of the contents of the Prospectus, and to ask questions and/or
receive answers from the officers of the Company concerning the
terms and conditions of this offering, the Prospectus and any
additional information requested which Buyer and/or his or her
professional advisors deemed necessary to evaluate the prudence
of this investment and all such questions have been answered to
the full satisfaction of Buyer, none of which answers are in any
way inconsistent with the Prospectus.
(i) Buyer understands that Buyer shall be required to bear all
personal expenses incurred in connection with his or her purchase
of the Shares, including without limitation, any fees which may
be payable to any accountants, attorneys or any other persons
consulted by Buyer in connection with his or her investment in
the Offering.
5. Indemnification
(a) Buyer acknowledges an understanding of the meaning of the
legal consequences of Buyer's representations and warranties
contained in this Subscription Agreement and the effect of his or
her signature and execution of this Agreement, and Buyer hereby
agrees to indemnify and hold the Company and each of its officers
and/or directors, representatives, agents or employees, harmless
from and against any and all losses, damages, expenses or
liabilities due to, or arising out of, a breach of any
representation, warranty or agreement of or by Buyer contained in
this Subscription Agreement.
6. Acceptance of Subscription.
(a) It is understood that this subscription is not binding upon
the Company until accepted by the Company, and that the Company
has the right to accept or reject this subscription, in whole or
in part, in its sole and complete discretion. If this
subscription is rejected in whole, the Company shall return to
Buyer, without interest, the Payment tendered by Buyer, in which
case the Company and Buyer shall have no further obligation to
each other hereunder. In the event of a partial rejection of
this subscription, Buyer's Payment will be returned to Buyer,
without interest, whereupon Buyer agrees to deliver a new payment
in the amount of the purchase price for the number of Shares to
be purchased hereunder following a partial rejection of this
subscription.
7. Governing Law.
(a) This Subscription Agreement shall be governed and construed
in all respects in accordance with the laws of the State of
Nevada without giving effect to any conflict of laws or choice of
law rules.
IN WITNESS WHEREOF, this Subscription Agreement has been executed
and delivered by the Buyer and by the Company on the respective
dates set forth below.
INVESTOR SUBSCRIPTION ACCEPTED AS
OF
day ,
of
Signature of Buyer
Medical Staffing Solutions, Inc.
Printed Name 0000 Xxxx Xxxxx
Xxxxxxx, XX 00000
Date By
:
President
Deliver completed subscription agreements and checks to:
Medical Staffing Solutions, Inc.
0000 Xxxx Xxxxx
Xxxxxxx, XX 00000
Dealer Prospectus Delivery Obligation
Prior to the expiration of ninety days after the effective date
of this registration statement or prior to the expiration of
ninety days after the first date upon which the security was bona
fide offered to the public after such effective date, whichever
is later, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
