1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
EXHIBIT 99.1
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EXHIBIT 1.
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SUBSCRIPTION AGREEMENT
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NAME OF PROSPECTIVE INVESTOR: XXXXX INVESTMENT GROUP, INC.
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[PLEASE PRINT]
1-800-ATTORNEY, INC.
(A Florida Corporation)
SUBSCRIPTION AGREEMENT
225,000 SHARES OF COMMON STOCK
SUBSCRIPTION PRICE: $0.384 PER SHARE
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
CORPORATION'S COMMON STOCK REFERRED TO IN THIS SUBSCRIPTION AGREEMENT IN ANY
JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SALE.
THE COMMON STOCK REFERRED TO IN THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE; ANY TRANSFER OF THE COMMON STOCK IS PROHIBITED
UNLESS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. THE
COMMON STOCK IS NOT TRANSFERABLE WITHOUT COMPLIANCE WITH CERTAIN PROVISIONS OF
THE CORPORATION'S BYLAWS.
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
1-800-ATTORNEY, INC.
(A Florida Corporation)
SUBSCRIPTION AGREEMENT
1-800-ATTORNEY, Inc.
000 Xxxxxxxxx.xxx Xxxxx
Xxxx Xxxxx, XX 00000
Gentlemen:
The undersigned hereby tenders this subscription and applies for the
purchase of 225,000 shares of Common Stock, no par value ("Common Stock"), of
1-800-ATTORNEY, Inc., a Florida corporation (the "Corporation"), at a purchase
price of $0.384 per Share. A check or money order payable to "1-800-ATTORNEY,
Inc." is enclosed in the amount of Eighty-Six Thousand Four Hundred Dollars
($86,400). By execution of this Subscription Agreement, the undersigned accepts
and adopts all provisions of the Articles of Incorporation and Bylaws of the
Corporation (including all restrictions on the transfer of the set forth
therein). Upon acceptance of this subscription by the Corporation and the
execution and delivery of the Common Stock Purchase Agreement between the
parties (the "Purchase Agreement"), the undersigned shall become a shareholder
of the Corporation.
The undersigned understands that each of the executive officers of
the Corporation (the "Officers"), on behalf of the Corporation, shall have the
right to accept or reject this subscription, in whole or in part, in their sole
and absolute discretion, and this Subscription Agreement shall be deemed to be
accepted by the Corporation only when the Corporation has signed the
Subscription Agreement where indicated. In the case of rejection of the
subscription in whole or in part, the subscription funds submitted by the
undersigned for the rejected portion will be returned promptly to the
undersigned. Subscription funds, once tendered, may not be withdrawn by the
undersigned unless the Corporation rejects the subscription.
1. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The
undersigned hereby represents and warrants to the Corporation and agrees as
follows:
(a) The undersigned has received, read and understood and is
familiar with certain information concerning the Corporation
and this Subscription Agreement.
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
Further, the undersigned acknowledges the following with
respect to the Corporation:
i. The undersigned has been furnished with and has
carefully read the information it has received. No
oral or written representations have been made, or
oral or written information furnished to, the
undersigned or its advisors, if any, in connection
with the offering of Common Stock which were in any
way inconsistent with this Subscription Agreement
and the Purchase Agreement.
ii. Financial projections were included among the
information, and the Corporation does not make any
representations or warranties as to the accuracy of
the financial projections included therein.
Projections are based on assumptions as to future
events that are inherently uncertain and subjective.
The Corporation makes no representation or warranty
as to the attainability of such assumptions or as to
whether future results will occur as projected. The
undersigned recognizes that the projections of the
Corporation's future performance are necessarily
subject to a high degree of uncertainty, that actual
results can be expected to vary from the results
projected and that such variances may be material
and adverse. The projections were not prepared with
a view to complying with the published guidelines of
the Securities and Exchange Commission or the
American Institute of Certified Public Accountants
regarding projections and forecasts. Any and all
assumptions have been included therein for purposes
of illustration only, and no assurance is given that
actual results will correspond with the results
contemplated by the various assumptions set forth
therein.
iii. The information delivered to the undersigned does
not purport to be complete, nor is it intended to be
a detailed analysis, but is intended solely to
introduce interested parties to the operations of
the Corporation, and in all cases, the undersigned
should conduct his or her own investigation of the
Corporation and analysis of the information.
iv. The Corporation shall have no liability for any
express or implied representation or warranty for
any statements contained in, or for any omission
from, the information, or any other written or oral
communication transmitted to the undersigned in the
course of evaluating the Corporation.
v. By accepting the information, the undersigned
acknowledges and agrees that the information is
confidential and shall not be reproduced, in whole
or in part, nor disclosed to any third party for any
reason.
(b) The Corporation has made available all additional information
which the undersigned has requested and the undersigned has
been afforded an opportunity to ask questions of and receive
answers from the Officers concerning the Corporation and the
opportunity to obtain any additional information (to the
extent the Officers have such information or could acquire it
without unreasonable effort or expense) necessary to verify
the accuracy of information delivered to the undersigned;
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
(c) The undersigned has investigated the acquisition of the Common
Stock to the extent it deemed necessary or desirable, and the
Officers have provided any assistance it has requested in
connection therewith and has obtained to the extent the
undersigned deems necessary, the undersigned's own
professional advice with respect to the investment in the
Common Stock and the suitability of the investment in the
Common Stock in light of the undersigned's financial condition
and investment needs. The undersigned has carefully considered
and has, to the extent it believes such discussion to be
necessary, discussed with its professional legal, tax and
financial advisers the suitability of an investment in the
Corporation, and the undersigned has determined that the
Common Stock is a suitable investment for the undersigned ;
(d) The undersigned acknowledges and is aware of the following:
i. The investment in the Common Stock is speculative
and involves a high degree of risk, including a risk
of loss of the entire investment in the Corporation.
ii. There are substantial restrictions on the
transferability of the Common Stock; the Common
Stock will not be, and the undersigned has no right
to require that the Common Stock be, registered
under the Securities Act of 1933 ("Securities Act");
the undersigned may not be able to avail itself of
the provisions of Rule 144 adopted by the Securities
and Exchange Commission under the Securities Act
with respect to the resale of the Common Stock and
accordingly may have to hold the Common Stock
indefinitely; it may not be possible for the
undersigned to liquidate the investment in the
Corporation; and
iii. No state or federal agency has made any finding or
determination as to the fairness of the terms of the
offering and sale of the Common Stock.
(e) The Common Stock is being acquired for the undersigned's own
account for long-term investment, with no intention of
distributing or selling any portion thereof within the meaning
of the Securities Act, and will not be transferred by the
undersigned in violation of the Securities Act or the then
applicable rules or regulations thereunder. No one other than
the undersigned has any interest in or any right to acquire
the Common Stock. The undersigned understands and acknowledges
that the Corporation will have no obligation to recognize the
ownership, beneficial or otherwise, of such Common Stock by
anyone but the undersigned. The undersigned will not sell,
hypothecate or otherwise transfer the Common Stock except in
accordance with (i) the Bylaws of the Corporation and (ii) the
registration provisions of the Securities Act and applicable
state securities laws, unless an opinion of counsel acceptable
to the Corporation and its counsel is provided which states
that an exemption from the registration requirements of the
Securities Act and applicable state securities laws is
available. It is understood that in order not to jeopardize
the exempt status of the offering under Sections 4(2) and/or
4(6) of the Act and Regulation D, a transferee may at a
minimum be required to fulfill certain investor suitability
requirements. It is understood that any certificates that may
represent the Common Stock will contain appropriate legends
stating that the Common Stock has not been registered under
the Securities Act or applicable state securities laws and
referring to restrictions on transferability (both in the
Bylaws and
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
pursuant to the Securities Act and applicable state securities
laws) and sale of the Common Stock, and that a notation will
be made on the appropriate records of the Corporation so that
transfers of the Common Stock will not be effected on those
records without compliance with those restrictions.
(f) The undersigned's financial condition is such that it is able
to bear the risk of holding the Common Stock for an indefinite
period of time and the risk of loss of its entire investment
in the Corporation. The undersigned recognizes that an
investment in the Corporation involves substantial risks and
represents that the undersigned has taken full cognizance of
and understands all of the risks related to the Common Stock;
(g) The undersigned has such knowledge and experience in financial
and business matters that it is capable of evaluating the
merits and risks of an acquisition of the Common Stock and of
making an informed investment decision with respect thereto.
The undersigned's overall commitment to investments which are
not readily marketable is not disproportionate to the
undersigned's net worth, and the undersigned's investment in
the Common Stock will not cause such overall commitment to
become excessive. The undersigned has adequate means of
providing for its current needs and personal contingencies and
has no need for liquidity in its investment in the Common
Stock. The undersigned has by reason of its business or
financial experience, the capacity to protect its own interest
in connection with the subscription;
(h) The undersigned hereby agrees that this subscription is
irrevocable and that the representations and warranties set
forth in this Subscription Agreement shall survive the
acceptance hereof by the Corporation;
(i) The undersigned agrees that the Corporation's acceptance of
this Subscription Agreement shall in no way obligate the
Corporation to proceed with the offering described in this
Subscription Agreement, or to complete such offering, and that
the Corporation has the right, in its sole and absolute
discretion, to abandon the offering at any time prior to
completion thereof;
(j) The statements and information set forth in the applicable
Investor Questionnaire (the "Questionnaire") attached hereto
are true, accurate and complete. All information which the
undersigned has provided to the Corporation concerning the
undersigned and its financial position is correct and complete
as of the date set forth below, and if there should be any
change in such information prior to the Corporation's
acceptance of the undersigned's subscription for the Common
Stock, the undersigned will immediately provide such
information to the Corporation and will promptly send
confirmation of such information to the Corporation; and
(k) The undersigned has full power and authority to make the
representations referred to herein, and to purchase the Common
Stock pursuant to this Subscription Agreement and the Purchase
Agreement, and to execute and deliver this Subscription
Agreement and the Purchase Agreement, and such agreements are
legal, valid and binding obligations of the undersigned,
enforceable in accordance with their terms.
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
The foregoing representations and warranties are true and
accurate as of the date hereof and shall survive such date. If
in any respect such representations and warranties shall not
be true and accurate at any time prior to the Corporation's
acceptance or rejection of this Subscription Agreement, the
undersigned shall give immediate notice of such fact to the
Corporation by telecopy or other form of written notice,
specifying which representations and warranties are not true
and accurate and the reasons therefore.
2. ACCREDITED INVESTOR CERTIFICATION. The undersigned hereby
represents and warrants that the undersigned is an "accredited investor" as that
term is defined in Rule 501(a) of Regulation D promulgated under the Act
("Accredited Investor"), and in furnishing the information set forth in the
Questionnaire, the undersigned hereby acknowledges that the Corporation will be
relying thereon in determining, among other things, whether there are reasonable
grounds to believe that the undersigned qualifies as an Accredited Investor
under the Securities Act.
3. INDEMNIFICATION. The undersigned acknowledges that he or she
understands the meaning and legal consequences of the representations and
warranties made by the undersigned herein, and the Corporation is relying on
such representations and warranties in making its determination to accept or
reject this subscription. The undersigned shall indemnify and hold harmless the
Corporation and any of its officers, employees, registered representatives,
directors or control persons who was or is a party to, or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of, or
arising from any actual or alleged misrepresentation or misstatement of facts,
or omission to represent or state facts, made by the undersigned to the
Corporation concerning the undersigned or its financial position, in connection
with the sale of the Common Stock, against losses, liabilities and expenses
actually and reasonably incurred by the Corporation or any of its officers,
employees, registered representatives, directors or control persons (including
attorneys' fees, judgments, fines and amounts paid in settlement) in connection
with such action, suit or proceeding.
4. TRANSFERABILITY. The undersigned agrees not to transfer or assign
this Subscription Agreement, or any interest herein.
5. NO REVOCATION. The undersigned agrees that this Subscription
Agreement and any agreement of the undersigned made hereunder is irrevocable,
and this Subscription Agreement shall survive the death, disability, bankruptcy,
insolvency, dissolution or termination of the undersigned, except as provided
below in Section 6.
6. TERMINATION OF AGREEMENT. If this subscription is rejected by the
Corporation, then and in any such event this Subscription Agreement shall be
null and void and of no further force and effect, and no party shall have any
rights against any other party hereunder or under the Inc. Agreement.
7. NOTICES. All notices or other communications given or made
hereunder shall be in writing and shall be delivered or mailed by first class,
registered or certified mail, or delivered by telecopy or other form of written
notice to the undersigned at the address set forth below and to the Corporation
at 000 Xxxxxxxxx.xxx Xxxxx, Xxxx Xxxxx, XX 00000, (000) 000-0000, or at such
other place as the undersigned or the Corporation may designate by written
notice to the other.
8. MISCELLANEOUS. This Subscription Agreement, including the
Questionnaire, and the Purchase Agreement constitute the entire agreement among
the parties hereto with respect to the
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
subject matter hereof and supersede 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. In the event that any provision of this Subscription
Agreement is invalid or unenforceable 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. This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of Florida, as such laws
are applied by Florida courts to agreements entered into and to be performed in
Florida by and between the residents of Florida. This Subscription Agreement
shall be binding upon the undersigned, its heirs, estate, legal representatives,
successors and permitted assigns and shall inure to the benefit of the
Corporation and its successors and assigns. The failure of the Corporation to
exercise any right or remedy under this Subscription Agreement or any other
agreement between the Corporation and the undersigned, or otherwise, or delay by
the Corporation in exercising such right or remedy, will not operate as a waiver
thereof. No waiver by the Corporation will be effective unless and until it is
in writing and signed by the Corporation. Neither this Subscription Agreement
nor any provisions hereof shall be waived, modified, changed, discharged,
terminated, revoked or cancelled except by an instrument in writing signed by
the party against whom any change, discharge or termination is sought.
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1-800-ATTORNEY, INC.
FORM 8-K - OCTOBER 23, 2002
SIGNATURE PAGE
1-800-ATTORNEY, INC.
(A FLORIDA CORPORATION)
Dated: 10/21/02
-------- /s/ Xxx Xxxxx, for Xxxxx Investment Group, Inc.
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225,000 Investor Signature
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Number of Shares of Common Stock Subscribed
For -----------------------------------------------
Co-Investor Name (Please Print)
(If Applicable)
$ 86,400
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Total Subscription Amount -----------------------------------------------
($0.384 per Share of Common Stock) Co-Investor Signature
ADDRESS:
00000 Xxxxxxxx Xxxx., 00xx Floor
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Xxxxxx xxx Xxxxxx
Xxx Xxxxxxx, XX 00000
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City/State/Zip Code
000-000-0000
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Telephone Number
000-000-0000
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Fax Number
ACCEPTANCE OF SUBSCRIPTION: -----------------------------------------------
A Subscription for 225,000 Shares of Common Social Security (or other Taxpayer ID) Number
Stock for total consideration of $86,400 is
hereby: -----------------------------------------------
x Accepted Co-Investor Social Security (or other ID)
--- Number
Rejected
--- OWNERSHIP TYPE:
_ Individual
1-800-ATTORNEY, INC. _ Joint Tenants
x Corporation
By: /s/ J. Xxxxxxx Xxxxxxx _ Community Property
--------------------------------------- _ Tenants in Common
J. Xxxxxxx Xxxxxxx _ Other: _______________________
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Chairman
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