FORM OF SUBSCRIPTION AGREEMENT
ENABLE IPC CORPORATION,
A Delaware corporation
This Subscription Agreement is made by and between Enable IPC
Corporation, a Delaware corporation (the "Company") and
______________________, the undersigned prospective purchaser who is
subscribing hereby for the Securities.
In consideration of the Company's agreement to accept the undersigned as
a holder of Stock upon the terms and conditions set forth herein, the
undersigned agrees and represents as follows:
A. SUBSCRIPTION
1. By executing this Subscription Agreement ("Agreement"), the
undersigned agrees to purchase an aggregate of ____________ shares of
Common Stock for an aggregate purchase price of $_____________, or
$___________ per share, upon acceptance of this offer by the Company,
and tenders payment in full herewith for such Securities (the
"Payment").
2. The Payment will be returned promptly, without interest, in the
event that for any reason the purchase and sale of the Securities
subscribed for hereby is not consummated within 30 days following the
date this Subscription Agreement is duly executed and delivered by the
undersigned (such date is hereinafter referred to as the Closing Date)
or in the event that the undersigned's subscription is rejected.
B. GENERAL REPRESENTATIONS AND WARRANTIES
1. The undersigned hereby represents and warrants to, and agrees with
the Company, as follows:
(a) The Securities are being purchased for his or her own account
and not for the account of any other person.
(b) The undersigned has been furnished with the prospectus dated
________ __, 2005 (the "Prospectus").
(c) In evaluating the suitability of an investment in the Company,
the undersigned has not relied upon any representations or other
information (whether oral or written) from the Company, or any of
its agents other than as set forth in the Prospectus and has not
relied on any other representations, warranties or information
(whether oral or otherwise) and no oral or written representations
or warranties have been made or oral or written information
furnished to the undersigned or his or her advisors, if any, in
connection with the offering of the Securities which were in any way
inconsistent with the Prospectus.
(d) The undersigned recognizes the Company has a limited financial
and operating history and that investment in the Company involves
substantial risks, and he or she has taken full cognizance of and
understands all of the risk factors related to the purchase of the
Securities. Accordingly, the undersigned represents that he or she
fully understands that this is a highly speculative investment and
that there are substantial risks that the undersigned will suffer a
complete loss of his or her investment in the Securities.
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(e) The undersigned has carefully considered and has, to the extent
he or she believes such discussion necessary, discussed with his or
her professional legal, tax and financial advisers the suitability of
an investment in the Company for his or her particular tax and
financial situation and the undersigned has determined that the
Securities are a suitable investment.
(f) The undersigned, or if the undersigned is an entity, the person
making the investment decision on behalf of the entity, has the
capacity, by reason of the undersigned's or such person's business or
financial experience (or that of the undersigned's purchaser
representative) to evaluate the merits and risks of an investment in
the Securities and to protect the undersigned's own interests in
connection with such investment and the undersigned is able to bear
the economic risk of such investment.
2. The foregoing representations and warranties are true and accurate as
of the date hereof, shall be true and accurate as of the date of the
acceptance hereof by the Company and shall survive thereafter. If such
representations and warranties shall not be true and accurate in any
respect, the undersigned will, prior to such acceptance, give written
notice of such fact to the Company specifying which representations and
warranties are not true and accurate and the reasons therefor.
C. UNDERSTANDINGS
1. The undersigned understands, acknowledges and agrees with the
Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the
Company in its sole discretion, at any time prior to the execution and
delivery hereof by the Company, notwithstanding prior receipt by the
undersigned of notice of acceptance of the undersigned's subscription.
(b) This Subscription is and shall be irrevocable, except that the
undersigned shall have no obligations hereunder in the event that: (i)
this subscription is rejected for any reason or (ii) the purchase and
sale of the Securities subscribed for hereby are not consummated.
(c) No federal or state agency has made any finding or determination
as to the fairness of this offering for investment, nor any
recommendation or endorsement of the Securities.
2. The representations, warranties, understandings, acknowledgments
and agreements in this Agreement are true and accurate as of the date
hereof, shall be true and accurate as of the date of the acceptance
hereof by the Company and shall survive thereafter.
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E. MISCELLANEOUS
1. All pronouns and any variations thereof used herein shall be deemed
to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
2. Neither this Subscription Agreement nor any provisions hereof shall
be waived, modified, changed, discharged, terminated, revoked or
canceled except by an instrument in writing signed by the party against
whom any such waiver, modification, change, discharge, termination,
revocation or cancellation is sought.
3. Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally
delivered or sent by registered mail, return receipt requested,
addressed to the other party at the address of such party set forth
herein, or to such other address furnished by notice given in accordance
with this Article E.
4. Failure of the Company to exercise any right or remedy under this
Subscription Agreement or any other agreement between the Company and
the undersigned, or otherwise, or delay by the Company in exercising
such right or remedy, shall not operate as a waiver thereof. No waiver
by the Company shall be effective unless and until it is in writing and
signed by the Company.
5. This Subscription Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of
California, as such laws are applied by California courts to agreements
entered into and to be performed in California by and between residents
of California, and shall be binding upon the undersigned, his heirs,
estate, legal representatives, successors and assigns and shall inure to
the benefit of the Company and its successors and assigns.
6. In the event that any provision of this Subscription Agreement is
declared invalid or unenforceable by a court of competent jurisdiction
under any applicable statute or rule of law, then such provision shall
be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law.
Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other
provision hereof.
7. This Subscription Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and
supersedes any and all prior or contemporaneous representations,
warranties, agreements and understandings in connection therewith. This
Subscription Agreement may be amended only by a writing executed by all
parties hereto.
8. Title to the Securities shall be taken as follows: (check one):
( ) Husband and wife, as community property;
( ) Joint Tenants;
( ) Tenants in common;
( ) Separate property;
( ) Living Trust;
( ) Corporation (Attach copy of resolution authorizing this investment);
( ) Partnership (Attach copy of partnership agreement);
( ) Custodian, Trustee (Attach copy of agreement);
( ) Other:
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ENABLE IPC CORPORATION
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
This page constitutes the signature Page for the Subscription Agreement. The
undersigned represents to you that (a) the information contained herein is
complete and accurate on the date hereof and may be relied upon by you and (b)
the undersigned will notify you immediately of any change in any of such
information occurring prior to the acceptance of the subscription and will
promptly send you written confirmation of such change. The undersigned hereby
certifies that he or she has read and understands this Subscription Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this ___ day of ____________, 200__.
_____________________ $ _____________________
Number of Shares of Total Purchase Price
Common Stock
_______________________________
NAME OF PURCHASER, Print or Type
(as it is to appear on the stock certificate)
_______________________________
Signature
_______________________________
_______________________________
Address
__________ __________________
Phone Number Social Security # or
Federal ID #
______________ __________________
Fax Number Email Address
_________________________________
Title of Authorized Signature if Purchaser
is a corporation, partnership or other entity
_________________________________
Signature of Spouse or Co-Owner
__________________________________
Social Security # of Spouse or Co-Owner
Accepted on __________, 200__
For Enable IPC Corporation:
_______________________________
Xxxxx Xxxxxx
Chief Executive Officer
IF PURCHASER IS A CORPORATION, PARTNERSHIP OR OTHER ENTITY; A COPY OF THE BOARD
OF DIRECTOR'S RESOLUTION AUTHORIZING THIS INVESTMENT; A COPY OF THE PARTNERSHIP
AGREEMENT; OR IN THE CASE OF ANY OTHER ENTITY A COPY OF SUCH AGREEMENT AUTHORING
THIS INVESTMENT MUST BE ATTACHED.
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