FIRSTCDP, INC.
SUBSCRIPTION AGREEMENT
1. INVESTMENT:
The undersigned ("Buyer") subscribes for ________ Shares of
Common Stock of FIRSTCDP, INC. at $0.25 per share.
Total subscription price ($0.25 times number of Shares): = $_________________.
PLEASE MAKE CHECKS PAYABLE TO: FirstCDP, Inc.
2. INVESTOR INFORMATION:
________________________________________________________________________________
Name (type or print) SSN/EIN/Taxpayer I.D.
E-Mail address:________________________ ___________________________________
___________________________________
Address
________________________________________________________________________________
Joint Name (type or print) SSN/EIN/Taxpayer I.D.
E-Mail address:________________________ ___________________________________
___________________________________
Address
(If different from above)
Mailing Address (if
different from
above): ________________________________________________________________________
Street City/State Zip
Business Home
Phone: ( )___________________ Phone: ( )___________________
3. TYPE OF OWNERSHIP: (You must check one box)
[ ] Individual [ ] Custodian for ___________________
[ ] Tenants in Common [ ] Uniform Gifts to Minors Act
in the State of:_________________
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[ ] Joint Tenants with right [ ] Corporation (Inc., LLC, LP)
of Survivorship Please List all officers,
directors, partners, managers, etc.:
_____________________________
_____________________________
[ ] Partnership [ ] Trust
[ ] Community Property [ ] Other (please explain)
_____________________________
4. FURTHER REPRESENTATIONS, WARRANTS AND COVENANTS. BUYER HEREBY REPRESENTS
WARRANTS, COVENANTS AND AGREES AS FOLLOWS:
(a) Buyer is at least eighteen (18) years of age with an address as set
forth in this Subscription Agreement.
(b) Except as set forth in the Prospectus and the exhibits thereto, a copy
of which Buyer acknowledges having received and reviewed, no
representations or warranties, oral or otherwise, have been made to Buyer
by the Company or any other person, whether or not associated with the
Company or this offering. In entering into this transaction, Buyer is not
relying upon any information, other than that contained in the Prospectus
and the exhibits thereto and the results of any independent investigation
conducted by Buyer at Buyer's sole discretion and judgment.
(c) Buyer understands that his or her investment in the Shares is
speculative and involves a high degree of risk, and is not recommended for
any person who cannot afford a total loss of the investment. Buyer is able
to bear the economic risks of an investment in the Offering and at the
present time can afford a complete loss of such investment.
(d) Buyer is under no legal disability nor is Buyer subject to any order
which would prevent or interfere with Buyer's execution, delivery and
performance of this Subscription Agreement or his or her purchase of the
Shares. The Shares are being purchased solely for Buyer's own account and
not for the account of others and for investment purposes only, and are not
being purchased with a view to or for the transfer, assignment, resale or
distribution thereof, in whole or part. Buyer has no present plans to enter
into any contract, undertaking, agreement or arrangement with respect to
the transfer, assignment, resale or distribution of any of the Shares.
(e) Buyer has (i) adequate means of providing for his or her current
financial needs and possible personal contingencies, and no present need
for liquidity of the investment in the Shares, and (ii) a liquid net worth
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(that is, net worth exclusive of a primary residence, the furniture and
furnishings thereof, and automobiles) which is sufficient to enable Buyer
to hold the Shares indefinitely.
(f) Buyer agrees that Buyer will not sell or otherwise transfer his or her
shares, unless they are registered or otherwise exempt from registration
under the Act and so authorized under any applicable securities laws
governing the issuance and sale of securities.
(g) If the Buyer is acting without a Purchaser Representative, Buyer has
such knowledge and experience in financial and business matters that Buyer
is fully capable of evaluating the risks and merits of an investment in the
Offering.
(h) Buyer has been furnished with the Prospectus. Buyer has assessed the
merit of this offering on his or her own or otherwise consulted exclusively
with his or her attorney, accountant, or such other professional advisors
with respect to any investment in the Shares as Buyer deems necessary or
advisable, and Buyer acknowledges that all documents, records and books
pertaining to an investment in the Shares have been made available for
Buyer's inspection and analysis, and for inspection and analysis by such
attorney, accountant and/or other professional advisors, and Buyer
understands that the books and records of the Company will be made
available to Buyer and his or her professional advisors upon reasonable
notice for inspection during reasonable business hours at the Company's
principal place of business. Buyer acknowledges that he or she and/or his
or her professional advisors have had the opportunity to obtain any
additional information requested in order to verify the accuracy of the
contents of the Prospectus, and to ask questions and/or receive answers
from the officers of the Company concerning the terms and conditions of
this offering, the Prospectus and any additional information requested
which Buyer and/or his or her professional advisors deemed necessary to
evaluate the prudence of this investment and all such questions have been
answered to the full satisfaction of Buyer, none of which answers are in
any way inconsistent with the Prospectus.
(i) Buyer understands that Buyer shall be required to bear all personal
expenses incurred in connection with his or her purchase of the Shares,
including without limitation, any fees which may be payable to any
accountants, attorneys or any other persons consulted by Buyer in
connection with his or her investment in the Offering.
5. INDEMNIFICATION. Buyer acknowledges an understanding of the meaning of the
legal consequences of Buyer's representations and warranties contained in this
Subscription Agreement and the effect of his or her signature and execution of
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this Agreement, and Buyer hereby agrees to indemnify and hold the Company and
each of its officers and/or directors, representatives, agents or employees,
harmless from and against any and all losses, damages, expenses or liabilities
due to, or arising out of, a breach of any representation, warranty or agreement
of or by Buyer contained in this Subscription Agreement.
6. ACCEPTANCE OF SUBSCRIPTION. It is understood that this subscription is not
binding upon the Company until accepted by the Company, and that the Company has
the right to accept or reject this subscription, in whole or in part, in its
sole and complete discretion. If this subscription is rejected in whole, the
Company shall return to Buyer, without interest, the Payment tendered by Buyer,
in which case the Company and Buyer shall have no further obligation to each
other hereunder. In the event of a partial rejection of this subscription,
Buyer's Payment will be returned to Buyer, without interest, whereupon Buyer
agrees to deliver a new payment in the amount of the purchase price for the
number of Shares to be purchased hereunder following a partial rejection of this
subscription.
7. Governing Law. This Subscription Agreement shall be
governed and construed in all respects in accordance with the laws of
the State of Nevada without giving effect to any conflict of laws
or choice of law rules.
IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered
by the Buyer and by the Company on the respective dates set forth below.
INVESTOR SUBSCRIPTION ACCEPTED AS OF ____ day of April, 2002.
_________________________________
Signature of Buyer
Printed Name: ___________________
Its: ____________________________
FIRSTCDP, INC.
By: _____________________________
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President
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Deliver completed subscription agreements and checks to:
FirstCDP, Inc.
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Dealer Prospectus Delivery Obligation
Prior to the expiration of ninety days after the effective date of this
registration statement or prior to the expiration of ninety days after the first
date upon which the security was bona fide offered to the public after such
effective date, whichever is later, all dealers that effect transactions in
these securities, whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
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