Exhibit 99(d)
Subscription Agreement & Investment Letter
FIRSTCDP, INC.
Date: April 25, 2002
Board of Directors FIRSTCDP, INC.
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
The Undersigned hereby subscribes for:
100,000 shares of Common Stock ($0.001 par value) (the "Common Stock") of
FIRSTCDP, INC. (the "Company") at $0.05 per Share pursuant to discussions with
the management of the Company regarding the specific business plans of the
Company. The undersigned acknowledges that he fully understands that (i) the
Company is a start-up internet company, is not currently conducting any
business, but does have specific business plans; (ii) following completion of
its current financing, the Company will have approximately 10,115,000 shares of
Common Stock issued and outstanding; and (iii) the Shares are being offered
pursuant to an exemption from registration under Section 4(2) promulgated under
the Securities Act of 1933, as amended (the "Act"). It is further acknowledged
that the Undersigned: (i) is not relying upon any representations other than
those specifically made by officers or representatives of the Company and (ii)
has had access to the Company's officers and directors for the purposes of
obtaining any information requested by the Undersigned.
Payment of $5000.00 as payment in full of the purchase price will be made to
FirstCDP, Inc., 0000 Xxxxx 0xx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
The Undersigned represents that he has the financial and business acumen to
properly evaluate the risks and merits of this investment.
Assumption of Risks: The Undersigned can bear the full economic risk of the
investment, including the possible total loss thereof. Further, the Undersigned
acknowledges that this investment is currently illiquid and may continue as such
for an indeterminate period of time.
Transfer Restrictions: The purchase is for investment purposes only, with no
present view towards the resale or other subsequent distribution of all or any
part of the securities being purchased. The undersigned represents that no
resale or transfer shall be attempted other than in full compliance with all of
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the then applicable federal and or state statutes and rules. It is understood
that a transfer restriction notice may be prominently placed upon the
Certificates for Shares if such is required in the country in which the
subscriber resides.
If this subscription is rejected by the Company, in whole or in part, for any
reason, all funds will be returned, without interest or deduction of any kind,
within twelve business days of such rejection.
Printed name: Stiltskin, Inc.
Its: President
Signature: /s/ Xxxxx Xxxxx
-----------------------------
Date: 4/25/02
Address: PMB 423
0000 X. Xxxxxxxx Xx., Xxx. X000
Xxxxxxx, XX 00000 X.X.X.
The foregoing Subscription is hereby accepted in full:
Allocation: 100,000 shares, for and on behalf of FIRSTCDP, INC., on the
29th day of April, 2002.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxxx X. Xxxxxxxxx, President
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