ABC, INCORPORATED SUBSCRIPTION AGREEMENT
The undersigned, JOHN DOE (the "Purchaser"), hereby offers and agrees to purchase and ABC, INCORPORATED, a North Carolina corporation (the "Corporation"), hereby agrees to sell Twenty-Five Thousand (25,000) shares of the Corporation’s Common Stock (the “Shares”), for the aggregate purchase price of Twelve Thousand, Five Hundred Dollars ($12,500.00) (the "Subscription Amount"). A stock certificate evidencing the Shares registered in the name of the Purchaser shall be delivered to Purchaser as soon as practicable after payment therefore; the Subscription Amount shall be payable by Purchaser upon demand by the Corporation.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS To induce the Corporation to sell the Shares to the Purchaser, the Purchaser hereby represents warrants and agrees as follows: 1. THE PURCHASER RECOGNIZES THE SPECULATIVE NATURE AND HIGH RISK OF AN INVESTMENT IN THE SHARES AND ACKNOWLEDGES THAT HE CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT. Prior to execution of this Subscription Agreement, the Purchaser has obtained, to the extent the Purchaser deemed necessary, his own personal professional advice with respect to the risks inherent in an investment in the Shares, the suitability of the investment in light of his financial condition and investment needs, and legal, tax and accounting matters. The Purchaser has been granted access to all documents, records and books of the Corporation and has had the opportunity to ask questions and receive answers concerning (i) the terms and conditions of the sale and the purchase of the Shares, and (ii) the Corporation, its financial condition and business operations. The Purchaser is aware that no federal or state agency has made any finding or determination as to the fairness for public or private investment, nor any recommendation or endorsement, of the Shares as an investment. The Purchaser acknowledges that the Shares have not been registered under either the Securities Act of 1933 (the "Securities Act"), in reliance upon the exemption provided by Section 4(2), or the North Carolina Securities Law in reliance upon the exemption provided by Section 78A-17(9) thereof, and that none of the officers of the Corporation has been licensed as a broker-dealer or investment adviser under the Securities Exchange Act of 1934 or the Investment Advisers Act of 1940 or the comparable North Carolina blue sky laws in connection with this offering. The Purchaser understands and agrees that as a purchaser of the Shares, he must bear the economic risk of the investment for an indefinite period of time because such Shares have not been registered under the Securities Act and, therefore, cannot be sold to a party other than the Corporation unless they are subsequently registered 1
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under the Securities Act or an exemption from such registration is available; that the Corporation will place a legend on the certificates for the Shares to be issued hereunder stating that the Shares have not been registered under the Securities Act and setting forth or referring to the restrictions on sale of the Shares; and that the Corporation will make a notation in its appropriate transfer records regarding said restrictions on sale of the Shares. 6. The Purchaser is purchasing the Shares for his own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Shares. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. This Subscription Agreement may not be assigned by the Purchaser without the written consent of the Corporation. The Purchaser has not employed any broker or finder in connection with the transactions contemplated by this Subscription Agreement. The Purchaser represents to the Corporation that he is a resident of the State of North Carolina.
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Effective as of the _______ day of November, 2005.
______________________________(SEAL) JOHN DOE Social Security Number: _______________ Mailing Address: ____________________________________ ____________________________________
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SUBSCRIPTION ACCEPTANCE
The Corporation hereby accepts the foregoing Subscription of John Doe, this the ____ day of November, 2005.
ABC, INCORPORATED
By: _____________________________________ Print Name: ____________________________ Its: _________________________
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