SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
Name:
Address:
Social Security Number:
This will acknowledge that the undersigned hereby subscribes to
purchase , shares of the common stock , par value $_______ per share, of XXXXXX
PARTNERS, INC., corporation formed under the laws of New York (the "Company"),
at $.15 per share, for an aggregate purchase price of $ .The undersigned
acknowledges that these shares have not been and are not being registered under
the Securities Act of 1933, as amended, and that the certificates received by
the undersigned will bear a legend indicating that transfer of these shares is
restricted by reason of the fact that the said shares have not been so
registered.
The undersigned represents that he/she is acquiring these shares for
his / her own account, for investment purposes only and not with a view to
resale or other distribution thereof, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such shares for any
particular price, or at any particular time, or upon happening of any particular
event or circumstance, except selling, transferring, or disposing of said shares
made upon full compliance with all applicable Regulations promulgated by the
Securities and Exchange Commission thereunder; and that such shares must be held
indefinitely unless they are subsequently registered under the Securities Act of
1933 or an exemption from such registration is available, and that any routine
sales of securities made in reliance upon Rule 144 can be made only in limited
amounts in accordance with the terms and conditions of that Rule.
The undersigned also acknowledges that he/she has received the
following information in connection with his / her purchase of the
aforementioned shares of Common Stock of the Company, and that no other
representations, statements or inducements were made to cause him / her to
purchase these shares;
1. The Company was duly organized under the laws of the State
of New York. The Company has authorized twenty million
(20,000,000) shares of Common Stock at $.0001 par value,
and two million (2,000,000) shares of Preferred Stock at
$.0001 par value per share.
2. The Company is a development company with limited
activities and which has no significant assets or
liabilities at this time. The Company intends to raise
approximately $30,000.00 through these Subscription
Agreements. Up to $100,000 will be raised in a public or
private offering to take place in the immediate future.
3. XXXXXX PARTNERS, INC., plans to look for a suitable
business to merge with or acquire.
4. Because the Company is a newly organized company and has no
significant assets, the Company cannot give any assurance
that it will be successful, and investors stand a
substantial risk of losing their entire investment.
5. There is no finder in connection with this transaction, and
no commissions are to be paid to any individual or entity
in connection with this transaction.
6. The purchase price of the shares being purchased hereby has
been arbitrarily determined and bears no relationship to
the assets or book value of the Company, or other customary
investment criteria. There is no present market for Common
Stock of the Company, and there is no assurance that a
trading market for the shares will develop. Moreover, even
if a trading market for the Common Stock develops, there is
no assurance that such trading market will be maintained.
7. None of the securities of the Company to be purchased
hereunder have been registered with any State regulatory or
securities agency of bureau, nor has any regulatory agency
passed upon the merits of the Common Stock of the Company
or the accuracy of the information contained herein.
8. The Company intends to use the proceeds of this offering
primarily to fund a public offering and such funds will be
used to obtain and formalize all documentation and
agreements in preparing said offering.
9. The undersigned has been apprized of the fact that the
Company has not registered to do business in any other
state other than the State of New York, and has no
assurance that they will register to do business in any
state in the future.
10. In connection with the purchase of these shares of the
Company's Common Stock, the undersigned also acknowledges
that:
(a) I have not received any general solicitation of general advertising
regarding the purchase of the shares;
(b) I have sufficient knowledge and experience of financial and
business matters so that I am able to evaluate the merits and risks of
purchasing the Company's Common Stock, and I have had substantial experience in
previous private and public purchases of securities;
(c) I have adequate means to provide for my personal needs, and possess
the ability to bear the economic risk of holding the Common Stock purchased
hereunder indefinitely, and can afford a complete loss on the purchase of these
securities;
(d) During the transaction and prior to purchase, I have read this
investment letter and have full opportunity to ask questions of and receive
answers from the Company and its founders and officers, and to receive such
information contained herein or any additional information requested. I do not
desire to receive any further information; and
(e) I understand the meaning of the first two paragraphs of
thisSubscription Agreement , and that a restrictive legend will be placed on the
certificates representing the shares purchased hereunder, and that instruction
will be placed with the Transfer Agent for the Common Stock prohibiting the
transfer of my shares purchased hereunder absent full compliance with the
Securities Act of 1933 and the Securities Exchange Act of 1934.
NEW YORK RESIDENTS
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK DOES NOT
PASS UPON OR ENDORSE THE MERITS OF ANY PRIVATE OFFERING. NO
OFFERING DOCUMENT HAS BEEN FILED WITH OR OTHERWISE APPROVED BY
THE DEPARTMENT OF SECURITIES OR THE DEPARTMENT OF LAW AND
PUBLIC SAFETY OF THE STATE OF NEW YORK. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL
I hereby subscribe to the shares set forth on page one (1) of this
Subscription Agreement and Subscription Agreement, and am tendering herewith my
check for the full amount of my subscription, made payable to the Company.
$ shares
Dated:
AGREED AND ACKNOWLEDGED
Name By:
Address
Phone No.:
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Soc. Sec. No.:
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