DATED: SUBSCRIPTION AGREEMENT
DATED:
The
Studio Zone, Inc.
c/o
Law Offices of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel.
No. (▇▇▇) ▇▇▇-▇▇▇▇
Fax
No. (▇▇▇) ▇▇▇-▇▇▇▇
Gentlemen:
The
undersigned is writing to advise you of the following terms and conditions
under
which the undersigned hereby offers to subscribe (the "Offer") for Units (the
"Units"), each Unit consisting of Forty Thousand (40,000) Common Shares at
a
purchase price of Five Cents ($.05) per share. The Offering of up to a maximum
Eighty Thousand Dollars ($80,000) is being conducted on a best efforts basis.
The
Units
are being offered on a "best efforts basis" for the Offering. The purchase
price
is payable in cash upon subscription. All proceeds shall be deposited into
the
treasury of the Company. The Company also reserves the right to undertake
separate additional offerings on the same or alternative terms. The minimum
subscription is for $2,000, or one Unit, however, the Company reserves the
right
to accept subscriptions for a fractional Unit.
1.
Subscription.
| (A) |
Subject
to the terms and conditions hereinafter set forth in this Subscription
Agreement, the undersigned hereby offers to purchase ______________
Unit(s) for an aggregate purchase price of $_______________ ($2,000
per
Unit).
|
(B)
If
the
Offer is accepted, the Unit(s) shall be paid for by the delivery of
$_______________ by either:
Please
indicate which form of payment:
|
___CHECK
|
____WIRE
|
which
is
being delivered contemporaneously herewith.
| 2. |
Conditions
to Offer.
|
| (A) |
The
offering is made subject to the following conditions: (i) that you
shall
have the right to accept or reject this Offer, in whole or in part,
for
any reason whatsoever; (ii) that the undersigned agrees to comply
with the
terms of this Subscription Agreement and to execute and deliver any
and
all further documents necessary to become a security holder in the
Company.
|
| (B) |
The
offering period for the Units is from the date of this Confidential
Private Offering Memorandum to which this Subscription Agreement
is an
exhibit until September 30, 2005, although the Company has the right
to
extend the Offering period, unless otherwise mutually agreed upon
in
writing.
|
Acceptance
of this Offer shall be deemed given by the countersigning of this Subscription
Agreement on behalf of the Company.
3. Representations
and Warranties of the Undersigned.
The
undersigned, in order to induce the Company to accept this Offer, hereby
warrants and represents as follows:
| (A) |
The
undersigned has sufficient liquid assets to sustain a loss of the
undersigned's entire investment.
|
| (B) |
The
undersigned represents that he (or she or it) is an Accredited Investor
as
that term is defined in Regulation D promulgated under the Securities
Act
of 1933, as amended (the "Act"). In general, an "Accredited Investor"
is
deemed to be an institution with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse.
|
| (C) |
Neither
Company nor the Placement Agent has made any other representations
or
warranties to the undersigned with respect to the Company or rendered
any
investment advice except as contained herein or in the Company's
Confidential Private Offering
Memorandum.
|
| (D) |
The
undersigned has not authorized any person or institution to act as
his
Purchaser Representative (as that term is defined in Regulation D
of the
General Rules and Regulations under the Act) in connection with this
transaction. The undersigned has such knowledge and experience in
financial, investment and business matters that he is capable of
evaluating the merits and risks of the prospective investment in
the
securities of the Company. The undersigned has consulted with such
independent legal counsel or other advisers, as he has deemed appropriate
to assist the undersigned in evaluating his proposed investment in
the
Company.
|
| (E) |
The
undersigned represents that he (i) has adequate means of providing
for his
current financial needs and possible personal contingencies, and
has no
need for liquidity of investment in the Company; (ii) can afford
(a) to
hold unregistered securities for an indefinite period of time and
(b)
sustain a complete loss of the entire amount of the subscription;
and
(iii) has not made an overall commitment to investments which are
not
readily marketable which is disproportionate so as to cause such
overall
commitment to become excessive.
|
| (F) |
The
undersigned has been afforded the opportunity to ask questions of,
and
receive answers from the officers and/or directors of the Company
acting
on its behalf concerning the terms and conditions of this transaction
and
to obtain any additional information, to the extent that the Company
possesses such information or can acquire it without unreasonable
effort
or expense, necessary to verify the accuracy of the information furnished;
and has availed himself of such opportunity to the extent he considers
appropriate in order to permit him to evaluate the merits and risks
of an
investment in the Company. It is understood that all documents, records
and books pertaining to this investment have been made available
for
inspection, and that the books and records of the Company will be
available upon reasonable notice for inspection by investors during
reasonable business hours at its principal place of
business.
|
| (G) |
The
undersigned acknowledges that the Units and the underlying securities
have
not been registered under the Act in reliance on an exemption for
transactions by an issuer not involving a public offering and Rule
506 and
Regulation D under the Act, and further understands that the undersigned
is purchasing the Units without being furnished any prospectus setting
forth all of the information that may be required to be furnished
under
the Act if a Prospectus were required to be
delivered.
|
| (H) |
The
undersigned further acknowledges that this offering has not been
passed
upon or the merits thereof endorsed or approved by any state or federal
authorities.
|
| (I) |
The
Units and the underlying securities being subscribed for are being
acquired solely for the account of the undersigned for personal investment
and not with a view to, or for resale in connection with, any distribution
except as may be permitted by federal and state securities laws.
By such
representation, the undersigned means that no other person has a
beneficial interest in the Units or underlying securities subscribed
for
hereunder, and that no other person has furnished or will furnish
directly
or indirectly, any part of or guarantee the payment of any part of
the
consideration to be paid to the Company in connection therewith.
The
undersigned does not intend to dispose of all or any part of the
Units or
underlying securities except in compliance with the provisions of
the Act
and applicable state securities laws, and understands that the Units
are
being offered pursuant to a specific exemption under the provisions
of the
Act, which exemption(s) depends, among other things, upon the compliance
with the provisions of the Act.
|
| (J) |
The
undersigned further represents and agrees that the undersigned will
not
sell, transfer, pledge or otherwise dispose of or encumber the Units
or
the underlying securities except pursuant to the applicable rules
and
regulations under the Act or applicable state securities laws, and
prior
to any such sale, transfer, pledge, disposition or encumbrance, the
undersigned will, upon request, furnish the Company and its transfer
agent
with an opinion of counsel satisfactory to the Company in form and
substance that registration under the Act and any applicable state
securities laws is not required.
|
| (K) |
The
undersigned acknowledges and recognizes that while the Company has
agreed
to register the Common Stock underlying the Units under the Act,
no
assurances can be provided that such Registration Statement will
become
effective under the Act. As a result, sales may only be made pursuant
to
Rule 144 under the Act at such time as the Company as well as the
subscriber for the Units is able to effect sales of the Common Stock
pursuant to Rule 144 or other applicable
exemption.
|
| (L) |
The
undersigned hereby agrees that the Company may insert the following
or
similar legend on the face of the certificates evidencing shares
of Common
Stock in compliance with the Act or state securities
laws:
|
"These
securities have not been registered under the Securities Act of 1933, as amended
("Act"), or any state securities laws and may not be sold or otherwise
transferred- or disposed of except pursuant to an effective registration
statement under the Act and any applicable state securities laws, or an opinion
of counsel satisfactory to counsel to the Company that an exemption from
registration under the act and any applicable state securities laws is
available."
The
undersigned certifies that each of the foregoing representations and warranties
set forth in subsections (A) through (L) inclusive of this Section 3 are true
as
of the date hereof and shall survive such date.
| 4. |
Indemnification.
|
The
undersigned understands that the Units acquired as a result of the subscription
right provided in Section 1 hereof are being offered without registration under
the Act and in reliance upon the exemption for transactions by an issuer not
involving any public offering; that the availability of such exemption is,
in
part, dependent upon the truthfulness and accuracy of the representations made
by the undersigned herein; that the Company will rely on such representations
in
accepting any subscriptions for the Units and that the Company may take such
steps as it considers reasonable to verify the accuracy and truthfulness of
such
representations in advance of accepting or rejecting the undersigned's
subscription. The undersigned agrees to indemnify and hold harmless the Company
against any damage, loss, expense or cost, including reasonable attorneys'
fees,
sustained as a result of any misstatement or omission on the undersigned's
part.
| 5. |
Specific
State Legends.
|
FOR
RESIDENTS OF ALL STATES:
IN
MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO
THE
CONTRARY IS A CRIMINAL OFFENSE.
THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED
TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
| 6. |
Jurisdiction.
|
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Nevada without giving effect to any choice or conflict
of
law provision or rule (whether of the State of Nevada or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than
the
State of Nevada. The parties further: (i) agree that any legal suit, action
or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in any Federal or State court of competent jurisdiction within
the
County of ▇▇▇▇▇, State of Nevada, (ii) waive any objection that they may have
now or hereafter to the venue of any such suit, action or proceeding, and (iii)
irrevocably consent to the in personam jurisdiction of any Federal or State
court of competent jurisdiction within the County of ▇▇▇▇▇, State of Nevada
in
any such suit, action or proceeding. The parties each further agree to accept
and acknowledge service of any and all process which may be served in any such
suit, action or proceeding in a Federal or State court of competent jurisdiction
within the County of ▇▇▇▇▇, State of Nevada, and that service of process upon
the parties mailed by certified mail to their respective addresses shall be
deemed in every respect effective service of process upon the parties, in any
action or proceeding.
| 7. |
No
Waiver.
|
Notwithstanding
any of the representations, warranties, acknowledgments or agreements made
herein by the undersigned, the undersigned does not thereby or in any manner
waive any rights granted to the undersigned under federal or state securities
laws.
| 8. |
Revocation.
|
The
undersigned agrees that he shall not cancel, terminate or revoke this
Subscription Agreement or any agreement of the undersigned made hereunder other
than as set forth under Section 5 above, and that this Subscription Agreement
shall survive the death or disability of the undersigned.
| 9. |
Termination
of Subscription Agreement.
|
If
the
Company elects to cancel this Subscription Agreement, provided that it returns
to the undersigned, without interest and without deduction, all sums paid by
the
undersigned, this Offer shall be null and void and of no further force and
effect, and no party shall have any rights against any other party
hereunder.
| 10. |
Miscellaneous.
|
| (A) |
All
notices or other communications given or made hereunder shall be
in
writing and shall be mailed by registered or certified mail, return
receipt requested, postage prepaid, to the undersigned at the address
for
the Company’s attorneys, the Law Offices of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
|
| (B) |
This
Subscription Agreement constitutes the entire agreement among the
parties
hereto with respect to the subject matter hereof and may be amended
only
by a writing executed by all
parties.
|
| (C) |
The
provisions of this Subscription Agreement shall survive the execution
thereof.
|
| 11. |
Certification.
|
The
undersigned certifies that he has read this entire Subscription Agreement and
that every statement on his part made and set forth herein is true and
complete.
IN
WITNESS WHEREOF,
the
undersigned has executed this Subscription Agreement on the date his signature
has been subscribed and sworn to below.
|
The
Shares and Warrants are to be issued in:
(check
one)
_____
individual name
_____
joint tenants with rights of survivorship
_____
tenants in the entirety
_____
corporation (an officer must sign)
_____
partnership (all general Partners must sign)
_____
Trust (all trustees must sign)
|
(print
name of investor)
(sign
name of Investor)
(print
joint name of investor)
(sign
name of joint investor)
(print
name of Corporation/Partnership/Trust)
(print
name of Officer/General Partner/Trustee)
(print
name of Officer/General Partner/Trustee)
(sign
name of Officer/General Partner/Trustee)
(sign
name of Officer/General
Partner/Trustee)
|
|
Accepted
as of this date:
__________
|
THE
STUDIO ZONE, INC.
BY:
ITS:
ADDRESS:___________________________________
___________________________________
Telephone
Number:__________________________
Dated:_______________________________________
|