SUBSCRIPTION AGREEMENT
RESOLUTION ASSISTANCE CORPORATION
RESOLUTION ASSISTANCE CORPORATION, a Utah corporation with its
principal office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
(hereinafter the "Company") and the undersigned (hereinafter the
"Subscriber") agree as follows:
WHEREAS:
A. The Company desires to issue shares of common stock of the
Company at a price of $0.25 per share (hereinafter the "Shares");
and
B. The Subscriber desires to acquire the number of Shares set forth
on the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set-forth, the parties hereto do hereby
agree as follows:
SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set-forth, the
Subscriber hereby subscribes for and agrees to purchase from the
Company such number of Shares as is set-forth upon the signature page
hereof at a price equal to $0.25 per share, and the Company agrees to
sell such Shares to the Subscriber for said purchase price subject to
the Company's right to sell to the Subscriber such lesser number of
Shares as it may, in its sole discretion, deem necessary or
desirable. Upon execution, this subscription shall be irrevocable by
the Subscriber.
1.2 The purchase price for the shares subscribed to hereunder is
payable by the Subscriber contemporaneously with the execution and
delivery of this Subscription Agreement.
1.3 Any acceptance by the Company of the Subscription is conditional
upon compliance with all securities laws and other applicable laws of
the jurisdiction in which the Subscriber is resident. Each
Subscriber will deliver to the Company all other documentation,
agreements, representations and requisite government forms required
by the lawyers for the Company as required to comply with all
securities laws and other applicable laws of the jurisdiction of the
Subscriber. The Company will not grant any registration or other
qualification rights to any Subscriber.
1.4 The Subscriber acknowledges that the shares have been
registered with the Securities and Exchange Commission and with
the state of Utah and with no other state. The offering has a
minimum offering amount of $175,000. All subscription proceeds
will be held in escrow until such time as the minimum offering
amount is raised. If such amount is not raised prior to the
termination of the offering, subscription proceeds will be
returned to the Subscriber without interest.
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
2.1 Subscriber hereby severally represents and warrants to the
Company the following:
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(A) the Subscriber recognizes that the purchase of Shares
subscribed to herein involves a high degree of risk in that
the Company has only recently commenced business operations
and may require substantial funds in addition to the proceeds
of this private placement;
(B) an investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment
should consider investing in the Company and the Shares;
(C) the Subscriber has been furnished a prospectus and other
information about the Company which has been requested by the
Subscriber, if any, which the Company was able to provide
without unreasonable hardship and Subscriber has had full
opportunity to review the information with the Subscriber's
legal and financial advisers prior to execution of this
Subscription Agreement;
(D) the Subscriber has such knowledge and experience in finance,
securities, investments, including investment in non-listed
and non registered securities, and other business matters so
as to be able to protect its interests in connection with
this transaction.
(E) the Subscriber acknowledges that no market for the Shares
presently exists and none may develop in the future and
accordingly the Subscriber may not be able to liquidate its
investment.
(F) the Subscriber has full power and authority to enter into
this Agreement which constitutes a valid and legally binding
obligation, enforceable in accordance with its terms;
(G) the Subscriber has satisfied himself or herself as to the
full observance of the laws of his or her jurisdiction in
connection with any invitation to subscribe for the Shares
and/or any use of this Agreement, including: (i) the legal
requirements within his/her jurisdiction for the purchase of
the Shares, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the
Shares.
REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber that:
(A) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Utah and has the
corporate power to conduct the business which it conducts and
proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued, fully
paid and non-assessable common shares in the capital of the
Company.
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TERMS OF SUBSCRIPTION
4.1 Pending acceptance of this subscription by the Company, and upon
reaching the minimum offering amount of $175,000, all funds paid
hereunder shall be deposited by the Company and immediately available
to the Company for its general corporate purposes. In the event the
subscription is not accepted, the subscription funds will constitute
a non-interest bearing demand loan of the Subscriber to the Company.
4.2 The Subscriber hereby authorizes and directs the Company to
deliver the securities to be issued to such Subscriber pursuant to
this Subscription Agreement to the Subscriber's address indicated
herein.
MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company, at its
principal office, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, and to the Subscriber at his address
indicated on the last page of this Subscription Agreement. Notices
shall be deemed to have been given on the date of mailing, except
notices of change of address, which shall be deemed to have been
given when received.
5.2 Notwithstanding the place where this Subscription Agreement may
be executed by any of the parties hereto, the parties expressly agree
that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of Utah.
5.3 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes
and intent of this Subscription Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the
day of , 2003.
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Number of Shares Subscribed For: -----------------------------------
Signature of Subscriber: ----------------------------------
Name of Subscriber: ------------------------------
Address of Subscriber: ----------------------------------
Subscriber's Social Security No. --------------------------------
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ACCEPTED BY: RESOLUTION ASSISTANCE CORPORATION
Signature of Authorized Signatory: ---------------------------------
Name of Authorized Signatory: ---------------------------------
Position of Authorized Signatory: --------------------------------
Date of Acceptance: ------------------------------------
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