EXHIBIT 99.1
Subscription Application (Revised)
EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT INTENT
InPurple, Inc.
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Gentlemen:
The undersigned hereby tenders this subscription for the purchase of
_______________ Shares of common stock of INPURPLE, INC., a Delaware corporation
(the "Company") at a price of $5.00 per Share. A check or other form of payment
payable to "INPURPLE, INC." in the amount of $_____________ in cash is also
delivered herewith. The undersigned understands that a subscription for the
Shares may be rejected for any reason and that, in the event that this
subscription is rejected, the funds delivered herewith will be promptly
returned, without interest thereon or deduction therefrom. By execution below,
the undersigned acknowledges that the Company is relying upon the accuracy and
completeness of the representations contained herein in complying with its
obligations under applicable securities laws.
The undersigned represents and warrants that the undersigned is a bona
fide resident of, is domiciled in and received the offer and made the decision
to invest in the Shares in the state set forth on the signature page hereof, and
the Shares are being purchased by the undersigned in the undersigned's name
solely for the undersigned's own beneficial interest and not as nominee for, or
on behalf of, or for the beneficial interest of, or with the intention to
transfer to, any other person, trust or organization.
The undersigned, if other than an individual, makes the following
representations:
(a) The undersigned was not organized for the specific purpose of
acquiring the Shares; and
(b) This Subscription Agreement and Letter of Investment Intent have
been duly authorized by all necessary action on the part of the
undersigned, have been duly executed by an authorized representative of
the undersigned, and are legal, valid and binding obligations of the
undersigned enforceable in accordance with their respective terms.
6. Manner in Which Title is To Be Held.
Place an "X" in one space below:
(a) _____ Individual Ownership
(b) _____ Community Property
(c) _____ Joint Tenant with Right of Survivorship (both parties must sign)
(d) _____ Partnership
(e) _____ Tenants in Common
(f) _____ Corporation
(g) _____ Trust
(h) _____ Other (Describe):
_______________________________________________________
7. My state of residence and the state I received the offer to
invest and made the decision to invest in the Shares is: __________________
SIGNATURES
Executed this _____ day of ________________, 2001, at _________________________.
Please print above the exact name(s) in which the Shares are to be
held.
The undersigned hereby represents he has read this entire Subscription Agreement
and Letter of Investment Intent as well as the Memorandum.
INDIVIDUAL
Address to Which Correspondence Should
be Directed
_______________________________________ _____________________________________
Signature (Individual) Printed Name
_____________________________________
Street address
________________________________________ _____________________________________
Signature (All record holders should sign) City, State and Zip Code
________________________________________ _____________________________________
Name(s) Typed or Printed Tax Identification or Social Security
Number
( )
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Telephone Number
CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY
Address to Which Correspondence Should
be Directed
Name of Entity
___________________________________ _____________________________________
Type of Entity (i.e., corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
partnership, etc.)
___________________________________ _____________________________________
State of Formation of Entity City, State and Zip Code
By:_______________________________________ _____________________________________
*Signature Tax I.D. or Social Security Number
( )
Its:______________________________________ -------------------------------------
Title Telephone Number
__________________________________________
Name Typed or Printed
*If Shares are being subscribed for by an entity, the Certificate of Signatory
must also be completed.
CERTIFICATE OF SIGNATORY
TO BE COMPLETED IF SHARES ARE BEING SUBSCRIBED FOR BY AN ENTITY.
I, _______________________________, am the _______________________________ of
(the "Entity").
I certify that I am empowered and duly authorized by the Entity
to execute and carry out the terms of the
Subscription Agreement and Letter
of Investment Intent and to purchase and hold the Shares, and certify that
the
Subscription Agreement and Letter of Investment Intent have been duly and
validly executed on behalf of the Entity and constitute legal and binding
obligations of the Entity.
IN WITNESS WHEREOF, I have hereto set my hand this ____ day of
________ 2001.
______________________________________
Signature
ACCEPTANCE
This
Subscription Agreement is accepted as of _________________________ , 2001.
INPURPLE, INC.,
a Delaware corporation
By:____________________________
▇▇▇▇ ▇. ▇▇▇▇▇,
Chairman