INDIVIDUAL SUBSCRIPTION AGREEMENT
AND INVESTMENT LETTER
For
XYZ, INC.
Company, Inc.
505 Eighth Avenue
New York, New York 10018
Re: Sale of Common Stock
Sirs:
1. Subscription
I hereby subscribe for 8000 shares of the Common Stock of, Inc. (the Company) for a total investment of $1.00 and enclose a check, bank draft or express money order payable to the Company to be distributed quarterly at 2000 shares. I understand and agree that the proceeds of my subscription will not be held in escrow, but will be immediately released to the Company upon acceptance of my subscription. I further understand and agree that the Company is presently undertaking equity financing and that in the future it may undertake additional equity financing, either public or private, or both, which could have the effect of diluting the percentage of ownership represented by my investment herein.
2. Refusal
The undersigned understands that you reserve the right to reject this subscription, in whole or in part, in your discretion, for any reason whatsoever.
3. Disclosures and Evaluation Acknowledgement
The undersigned hereby acknowledges and represents that he has: a) had a full and complete opportunity to ask all questions concerning the Company and its proposed business operations; b) received full and complete information (including Business Plan and Financial Projections provided to you and/or your representative) to allow for a proper evaluation of the risks and merits of the investment; c) has been fully informed as to the circumstances under which he is required to take and hold the securities; d) is an unsophisticated investor who, either individually or with his representatives and advisors, is fully aware of all the speculative aspects of the investment.
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Individual Subscription Agreement
4. Common Stock Acquired as Investment
I represent that the shares of Common Stock acquired hereby are being acquired by me for investment and not with a view to, or for resale in connection with any distribution of stock within the meaning of the Securities Act of 1933, as amended (the Act). By such representation, I mean that I am acquiring the stock for my own account for investment and that no one else has any beneficial interest or ownership in the stock, nor is the stock subject to any pledge or lien. Further, I understand that the stock will not be registered under the Act by reason of specific exemption provided therein, specifically, Section 504 of Regulation D promulgated under the Act, the availability of which depends upon the bona fide nature of my investment intent as expressed herein.
5. Shares are Unregistered
I understand that the shares of Common Stock, herein subscribed for, are unregistered under the Act and must be held indefinitely unless the shares of Common Stock are subsequently registered under the Act or an exemption from such registration is available. I further understand that any routine sales of Common Stock made in reliance upon Rule 144 can be made only in limited amounts in accordance with the terms and conditions of that Rule and that, in the case of securities to which that Rule is not applicable, compliance with Regulation A or some other exemption or registration under the Act must be made. I further understand that no guarantee is made, or can be made, or can be made or implied, that I will ever be able to sell my shares acquired herein pursuant to such Rule or any other exemption provision of the Act.
6. Legend of Certificate
I agree that each certificate representing my Common Stock in the Company will bear on its face or have attached to it a legend substantially in the following form:
"This certificate and the shares of stock represented hereby have not been registered under the Securities Act of 1933, and the rules and regulations hereunder. These shares have been acquired for investment and not with a view towards distribution thereof. These shares may not be transferred without an effective registration statement except in compliance with any provision of law."
7. Start-Up Venture and Inherent Risks
I understand and agree that the Company is a new "start-up" venture and, as such, is subject to all the risks inherent in any new or start-up venture and that I could lose my entire investment. I further understand and agree that no assurance can be given concerning the future
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Individual Subscription Agreement
Operations or profitability of the company and that any financial projections provided to me are based upon certain specific assumptions, and that such projections are merely management's best estimate of the future operations of the Company, provided that the stated suppositions prove accurate and provided further that no other adverse factors develop.
I further consent that you place a stop transfer order on the books and records of the Company restricting the transfer of the stock except in compliance with the terms of this Agreement.
Sincerely yours,
______
Signature
______
Print or type name
Social Security Number or Tax I.D. #: ______
Address: ______
______
Telephone Number: ______
Date: ______