ONLINE PROCESSING, INC.
SUBSCRIPTION AGREEMENT
________________, 2001
Online Processing, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
1. PURCHASE OF COMMON STOCK. Intending to be legally bound , I hereby agree
to purchase ________ shares of voting, no par value common stock (the "Shares")
of Online Processing, Inc. (the "Corporation") for ______________ U.S. Dollars
(number of Shares to be purchased multiplied by $0.25). This offer to purchase
is submitted in accordance with and subject to the terms and conditions
described in this Subscription Agreement (the "Agreement"). I acknowledge that
the Corporation reserves the right, in its sole and absolute discretion, to
accept or reject this subscription and the subscription will not be binding
until accepted by the Corporation in writing.
2. PAYMENT. I agree to deliver to the Corporation immediately available
funds in the full amount due under this Agreement, by cash or by certified,
personal or cashier's check payable to the "Online 2001 Public Offering Escrow
Account." The Corporation shall promptly deposit the funds into the Escrow
Account.
3. ISSUANCE OF SHARES. The Shares subscribed for herein will only be issued
upon acceptance by the Corporation as evidenced by the Corporation returning to
the investor an executed Agreement acknowledging acceptance and upon
satisfaction of the terms and conditions of the Escrow Agreement.
4. REPRESENTATION AND WARRANTIES.
A. I understand that the offering and sale of the Shares is registered
under (i) the Securities Act of 1933, as amended (the "Securities Act"), and
(ii) various States' Divisions of Securities in compliance with their
administration and enforcement of the respective States' Blue Sky Laws and
Regulations. In accordance therewith and in furtherance thereof, I represent and
warrant to and agree with the Corporation as follows:
[1] I am a resident of the State of ________________ as of the date of
this Agreement and I have no present intention of becoming a resident of any
other state or jurisdiction;
[2] I have received and have reviewed the Corporation's Prospectus
dated ____________, 2001;
[3] I have had a reasonable opportunity to ask questions of and receive
answers from a person or persons acting on behalf of the Corporation concerning
this investment, including the terms and conditions of this offering, and all
such questions have been answered to my full satisfaction;
5. IRREVOCABILITY; BINDING EFFECT. I hereby acknowledge and agree that the
purchase hereunder is irrevocable, that I am not entitled to cancel, terminate
or revoke this Agreement or any agreements of the undersigned hereunder and that
this Agreement and such other agreements shall survive my death or disability
and shall be binding upon and inure to the benefit of the parties and their
heirs, executor, administrators, successors, legal representatives and assigns.
If the undersigned is more than one person, the obligations of the undersigned
hereunder shall be joint and several, and the agreements, representations,
warranties and acknowledgments herein contained shall be deemed to be made by
and are binding upon each such person and his heirs, executors, administrators,
successors, legal representatives and assigns.
6. MODIFICATION. Neither this Agreement not any provisions hereof shall be
waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any such waiver, modification, discharge or
termination is sought.
7. NOTICES. Any notice, demand or other communication which any party hereto
may require, or may elect to give to anyone interested hereunder shall be
sufficiently given if [a] deposited, postage prepaid, in a United States mail
box, stamped registered or certified mail, return receipt requested addressed to
such address as may be listed on the books of the Corporation, [b] delivered
personally at such address, or [c] delivered (in person, or by a facsimile
transmission, telex or similar telecommunications equipment) against receipt.
8. COUNTERPARTS. This Agreement may be executed through the use of separate
signature pages or in any number of counterparts, and each of such counterparts
shall, for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof, and there are no
representations, covenants or other agreements except as stated or referred to
herein.
10. SEVERABILITY. Each provision of the Agreement is intended to be
severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
11. ASSIGNABILITY. This Agreement is not transferable or assignable by the
undersigned except as may be provided herein.
12. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas as applied to residents of that
state executing contracts wholly to be performed in that state.
INDIVIDUAL(S) SUBSCRIBER
IN WITNESS WHEREOF, I have executed this Agreement as of the day of
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, 2001.
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Address:
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Signature of Purchaser
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Name(s) of Purchaser (Please print or type)
ENTITY SUBSCRIBER
IN WITNESS WHEREOF, I have executed this Agreement as of the day of
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, 2001.
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Address:
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Entity
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Signed by:
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Its:
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Date
PURCHASE ACCEPTED FOR SHARES:
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ONLINE PROCESSING, INC.
By:
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Xxxxxx Xxxxxxx, President
Date:
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