Exhibit 99.1
Investor__________________
__________________________
Date Received_____________
SUBSCRIPTION AGREEMENT
FOR
IPORUSSIA, INC.
COMMON STOCK
IPORUSSIA, INC. (the "Company") is offering 3,000,000 shares of its
common stock (the "Shares") at a purchase price of $1.00 per share. Persons
interested in purchasing common stock of the Company must complete and return
two signed copies of this Subscription Agreement, along with a check or money
order payable to the order of NORTH FORK BANK, AS ESCROW AGENT FOR IPORUSSIA to
either of the Underwriters of the offering as follows:
▇.▇. ▇▇▇▇▇▇▇▇▇▇ & CO., INC. ▇▇▇▇▇▇▇ SECURITIES, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
NEW YORK, NY 10167 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject to acceptance of this subscription by the Company and the
Underwriter to which this subscription is directed, in their discretion, and
acceptance by the Company and the Underwriters of subscriptions to purchase at
least an aggregate of 600,000 Shares pursuant to the Company's Prospectus dated
__________, 2004 (the "Prospectus"), the undersigned hereby subscribes to
purchase the number of Shares of the Company set forth below at the aggregate
subscription price set forth below. The minimum subscription is 1,000 Shares,
and the number of Shares purchased must be in multiples of 100.
NUMBER OF SHARES =
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MULTIPLY BY PRICE PER SHARE x $1.00 per share
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AGGREGATE SUBSCRIPTION PRICE = $
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If this subscription is accepted, the check will be deposited in an
escrow account established at North Fork Bank, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇.
If at least the minimum number of Shares being offered by the Company
are sold and this Subscription is accepted, an accepted copy of this
subscription will be returned to the Subscriber as a receipt, and physical stock
certificates will be delivered to each Subscriber within thirty (30) days after
an applicable closing of the offering in which the Subscriber's funds are
delivered to the Company. The undersigned understands that all checks received
by the Escrow Agent are subject to clearance time and the funds represented
thereby can not be drawn upon or be subject to a closing until they constitute
good and collected funds.
Subscription Agreement Page 1 of 3
The undersigned represents and warrants as follows:
a) Prior to tendering payment for the Shares, the undersigned has
received a copy of the Prospectus.
b) The undersigned is a bona fide resident of the State of
_________________.
If the undersigned is a natural person resident in California, the
undersigned represents and warrants that he or she:
o Has net worth alone or with the person's spouse in excess of
$250,000; or
o Had an individual income in excess of $65,000 in each of the
two most recent years prior to the purchase, or joint income
with the person's spouse in excess of $100,000 in each of
those years, and has a reasonable expectation of reaching the
same income level in the current year.
WITHHOLDING CERTIFICATION
Each of the undersigned certifies under penalty of perjury that:
(1) The Social Security Number or other Federal Tax I.D. Number
entered below is correct.
(2) The undersigned is not subject to backup withholding because:
(a) The IRS has not informed the undersigned that
he/she/it is subject to backup withholding.
(b) The IRS has notified the undersigned that he/she/it
is no longer subject to backup withholding.
NOTE: IF THIS STATEMENT IS NOT TRUE AND YOU ARE SUBJECT TO BACKUP
WITHHOLDING, STRIKE OUT SECTION (2).
[CONTINUED AND TO BE SIGNED ON NEXT PAGE]
Subscription Agreement Page 2 of 3
REGISTRATION OF SECURITIES
Please register the shares which the undersigned is purchasing as follows
(check one):
[ ] Individual [ ] Tenants in Common [ ] Partnership
[ ] Joint Tenants [ ] Corporation [ ] Trust
[ ] Minor with adult custodian under the Uniform Gift to Minors Act [ ] ▇▇▇
of the State of____________________________________
(if applicable, insert State)
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Name of Registered Owner (Please Print) Residence Address
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Name of Co-Owner (Please Print) City or Town
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Registered Owner Tax I.D. or State Zip Code
Social Security Number
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--------------------------------------------------- Telephone
Co-Owner Tax I.D. or
Social Security Number
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E-Mail Address (optional)
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Signature of Subscriber
Date:
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Name of Subscriber (Printed)
NOTE: IF SIGNING FOR A TRUST, PARTNERSHIP OR CORPORATION, PLEASE INDICATE THE
NAME OF SUCH ENTITY AND THE CAPACITY IN WHICH YOU ARE ACTING. IF EXECUTED BY A
TRUST, A MAJORITY OF THE TRUSTEES; IF EXECUTED BY A PARTNERSHIP, A GENERAL
PARTNER, OR IF EXECUTED BY A CORPORATION, A DULY AUTHORIZED OFFICER, SHOULD SIGN
THIS SUBSCRIPTION AGREEMENT.
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SALES AGENT
Name of Broker-Dealer:
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Name of Registered Representative:
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ACCEPTED BY IPORUSSIA, INC. ACCEPTED BY THE UNDERWRITER
INDICATED BY THE BOX CHECKED BELOW
[ ] ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & CO., INC.
[ ] ▇▇▇▇▇▇▇ SECURITIES, INC.
By:__________________________________ By:_______________________________
Date______________, 2004 Date______________, 2004
Subscription Agreement Page 3 of 3