EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
________________________, 2006
Mr. Xxxx Xxxx, President
FreeStar Technology Corporation.
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxx 0 Xxxxxxx
Dear Xx. Xxxx:
1. SUBSCRIPTION.
The undersigned hereby subscribes to become a shareholder in FreeStar Technology
Corporation, a Nevada corporation ("Company"), and to purchase the amount of
shares of common stock ("Shares") indicated below in accordance with the terms
and conditions of this Subscription Agreement and the attached Summary of the
Offering (including the Company's Form 10-KSB and Form 10-QSB (collectively,
"Summary"). This subscription may be rejected by the Company.
2. REPRESENTATIONS BY UNDERSIGNED.
The undersigned represents and warrants as follows:
(a) He has received a copy of the Summary; has read the Summary (including any
and all amendments and addendums thereto) and the Exhibits thereto relating to
the offering of the Shares, and has relied only on the information contained
therein or otherwise provided to him in writing by the Company, and agrees to be
bounds by all the terms contained therein.
(b) He understands that he is subscribing for the Shares without being furnished
any offering material other that the Summary, and that he has had an
unrestricted opportunity to obtain additional information concerning the terms
and conditions of this offering, the Company, and any other matters relating
directly or in directly to this purchase of the Shares, or as may be necessary
to verify the accuracy of the information contained in the Summary or as
otherwise provided.
(c) He understands that the Shares have not been registered under the Securities
Xxx 0000, as amended ("Act"), pursuant to regulation S promulgated thereunder by
the U.S. Securities and Exchange Commission ("SEC") relating to the offer and
sale of securities outside the United States, and he has no right to require
such registration (legends will be placed on nay certificates evidencing the
Shares with respect to restrictions on distribution, transfer, resale,
assignment or subdivision of the Shares imposed by federal securities laws). In
addition, he understands that the SEC has not approved or disapproved these
securities, nor has it passed upon or endorsed the merits of this offering, or
the accuracy or adequacy of the documents provided by the Company.
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(d) The Shares are being purchased him for his own account, as principal, for
investment and not with the view toward or for resale in connection with the
distribution of a security.
(e) He or his agents or investment advisers have such knowledge and experience
and financial and business matters that will enable him to utilize information
of made available to him in connection with the offering of the Shares to
evaluate the risks of the prospective investment and to make an informed
investment decision.
(f) He recognizes that the Company has a limited financial and operating
history, and that the Shares as an investment and involve special risks.
(g) He realizes that the Shares cannot be readily sold as there will be no
public market, and that he may not be able to sell or dispose of the Shares and
therefore he must not purchase the Shares unless he has liquid assets sufficient
to assure himself that such purchases will cause him no undue financial
difficulties and that he can still provide for his current needs and possible
personal contingencies.
(h) He understands that his right to transfer the Shares will be restricted,
which include restrictions against transfers unless the transfer is not in
violation of the Act, and applicable state securities laws (including investment
suitability standards).
(j) All information which he has provided to the Company concerning himself, his
financial position and his knowledge of financial and business matters is
correct and complete as of the date set forth at the end hereof. The undersigned
hereby agrees to indemnify, defend and hold harmless the Company and all of its
shareholders, officers, directors, affiliates and advisors from any and all
damages, losses, liabilities, costs and expenses (including reasonable
attorney's fees) that they may incur by reason of my failure to fulfill all of
the terms and conditions of this Agreement or by reason of the untruth or
inaccuracy of any of the representations, warranties or agreements contained
herein or in any other documents he has furnished to any of the foregoing in
connection with this transaction. This indemnification includes, but is not
limited to, any damages, losses, liabilities, costs and expenses (including
reasonable attorney's fees) incurred by the Company or any of its shareholders,
officers, directors, affiliates or advisors defending against any alleged
violation of federal or state securities laws which is based upon or related to
any untruth or inaccuracy of any of the representations, warranties or
agreements contained herein or in any other documents he has furnished to any of
the foregoing in connection with this transaction.
(k) The undersigned understand and agrees that: (i) he may not transfer or
assign this Agreement, or any interest herein, and any purported transfer shall
be void; (ii) he hereby acknowledges and agrees that he is not entitled to
cancel, terminate or revoke the Agreement and that this Agreement will be
binding on my heirs, successors and personal representatives; provided, however,
that if the Company rejects this Agreement, this Agreement shall be
automatically cancelled, terminated and revoked; (iii) this Agreement
constitutes the entire agreement among the parties hereto with respect to the
sale of the Shares and may be amended, modified or terminated only by writing
executed by all parties (except as provided herein with respect to rejection of
this Agreement by the Company); (iv) within five (5) days after receipt of a
written request from the Company, the undersigned agrees to provide such
information and to execute and deliver such documents as may be reasonably
necessary to comply with any and all laws and regulations to which the Company
is subject; and (v) the representations and warranties of the undersigned set
forth herein shall survive the sale of the Shares pursuant to this Agreement.
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3. AMOUNT OF SHARES.
The undersigned hereby subscribes for the Shares as follows: $_________________
(minimum investment required is one hundred thousand dollars ($100,000), unless
lower minimum permitted by the company), at twenty cents ($0.20) per Share.
4. TYPE OF OWNERSHIP.
The form of ownership for the Shares subscribed will be as follows (check one):
(a) _______ Individual ownership (one signature required).
(b) _______ Joint tenants with right of survivorship (both or all parties must
sign).
(c) _______ Tenants in common (both or all parties must sign).
(d) _______ Community property (one signature required if interest held in one
name, that of managing spouse; two signatures required if interest
held in both names).
(e) _______ Trust (please include a copy of thrust agreement authorizing the
signature).
(f) _______ Partnership (please include a copy of partnership agreement
authorizing the signature).
(g) ______ Corporation (please include certified corporate resolution
authorizing the signature).
(h) ______ Individual retirement account or pension plan (please include copy of
plan establishing program and authorizing the signature).
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5. NAME OF INVESTOR
Please print in the below the exact name the investor desires on his account:
________________________________________________________________________________
Executed this _______ day of ______________, 2006, at __________________________
City State
__________________________________ ________________________________
Investor #1 Signature Investor #2 Signature
__________________________________ ________________________________
Investor #1 Print or Type Name Investor #2 Print or Type Name
__________________________________ ________________________________
Social Security or Tax ID. No. Social Security or Tax ID. No.
SUBSCRIPTION ACCEPTED:
FreeStar Technology Corporation
By: _______________________________
Name: Xxxx Xxxx, President
Date: ______________________________
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INSTRUCTIONS TO INVESTORS
Please read carefully the Summary of the Offering of FreeStar Technology
Corporation, a Nevada corporation ("Company"), and all Exhibits thereto
("Summary"), before deciding to subscribe.
EACH PROSPECTIVE INVESTOR SHOULD EXAMINE THE SUITABILITY OF THIS TYPE OF
INVESTMENT IN THE CONTEXT OF HIS/HER OWN NEEDS, INVESTMENT OBJECTIVES, AND
FINANCIAL CAPABILITIES AND SHOULD MAKE HIS/HER OWN INDEPENDENT INVESTIGATION AND
DECISIONAS TO SUITABILITY AND AS TO THE RISK AND POTENCIAL GAIN INVOLVED. ALSO,
EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO OCNSULT WITH HIS/HER ATTORNEY,
ACCOUNTANT, FINANCIAL CONSULTANT OR OTHER BUSINESS OR TAX ADVISOR REGARDING THE
RISKS AND MERITS OF THE PROPOSED INVESTMENT.
This Offering is limited to investors who certify that they meet all of the
qualifications set forth in the Subscription Agreement.
If you meet these qualifications and desire to purchase shares of common stock
offered hereby ("Shares"), then please complete, execute and deliver the
Subscription Agreement along with your check or wire transfer , payable to
"FreeStar Technology Corporation" in the amount of the purchase price for the
Shares purchased.
These documents should be mailed or delivered to:
Mr. Xxxx Xxxx, President
FreeStar Technology Corporation.
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxx 0 Xxxxxxx
Upon receipt of the signed subscription agreement, verification of your
investment qualifications, and acceptance of your subscription by the Company
(which reserves the right to accept or reject a subscription for any reason
whatsoever), the Company or its agent will notify you of receipt and acceptance
of your subscription.
IMPORTANT NOTE: In all cases, the person or entity actually making the
investment decision to purchase the Shares should complete and sign the
Subscription Agreement. For example, if the investor purchasing Shares is a
retirement plan for which investment are directed or made by a third party
trustee, then that third party trustee must complete the Subscription Agreement
rather that the beneficiaries under the retirement plan. This also applies to
trusts, custodial accounts and similar arrangements. You must list your
principal place of residence rather than your office or other address on the
signature page to the Subscription Agreement so that the Company can confirm
compliance with appropriate securities laws. If you wish correspondence sent to
some address other than your principal residence, please provide a mailing
address in the blank provided on the signature page to the Subscription
Agreement.
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ACKNOWLEDGEMENT
The undersigned hereby acknowledges receipt of a copy of the Summary of
the Offering, and the Exhibits thereto, of FreeStar Technology Corporation, a
Nevada corporation.
_______________________________
Offeree Signature
_______________________________
Printed Name
_______________________________
Date
______________________________
Offeree Signature
______________________________
Printed Name
______________________________
Date
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