BODYGUARD RECORDS.COM, INC.
ACCREDITED INVESTOR SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (the "Agreement") Between Bodyguard Records.com,
Inc., a privately owned Delaware corporation with principal offices at 138
Fulton Street, New York, New York 10038 (the "Company") and the individual, firm
or entity executing this Agreement on the last page hereof (the "Subscriber").
The Offering (as that term is hereinafter defined) shall be offered only to and
consummated strictly with "Accredited Investors" as that term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the "Act").
This Agreement sets forth the terms under which the Subscriber will invest in
the Company.
1. Description of the Offering. The offering consists of an aggregate
of 310,000 authorized but unissued shares of the Company's Common Stock, $.001
par value per share (the "Shares") offered at $.20 per Share or an aggregate of
$62,000 if all 310,000 Shares are sold (the "Offering"). The Company is offering
the Shares on a strictly best efforts basis with no minimum number of Shares
that must be purchased; and with no escrow provisions or protection. The Company
is offering the Shares for a period of 60 days (subject to a single 30 day
extension) by its officers and directors who will serve in this capacity without
compensation. All proceeds from the sale of the Shares will immediately be
deposited in the Company's operating account at the Summit Bank, 1300 Highway 36
and Middle Road, Hazlet, New Jersey 04730; and thereafter utilized for general
working capital purposes. The Shares will be unregistered securities as that
term is defined under the Act and will be ineligible for public sale for a
period of 12 months from the date of issuance. Accordingly, all certificates
representing the Shares will bear a restrictive legend on their face and will be
subject to a stop transfer order on the books and records of the Company and/or
the Company's transfer agent.
2. Terms of the Offering. Certificates representing the Shares shall be
registered in the name(s) of the beneficial owner(s) as they appear on the last
page of this Agreement and thereafter mailed to the address appearing therein as
soon as possible following the date the Subscriber's funds clear collection. The
execution of this Agreement is a condition precedent to a valid subscription to
the Shares. Execution of this Agreement shall constitute an offer by the
Subscriber to subscribe to the Shares in the amount and on the terms specified
herein. The Company reserves the right, in its sole discretion, to reject in
whole or in part, any subscription offer. If the Subscriber's offer is accepted,
the Company will execute a copy of this Agreement and return it to Subscriber.
Upon execution of this Agreement, the Company will deliver to the Subscriber a
certificate representing the number of Shares purchased duly executed by the
President and Secretary of the Company.
3. Subscription Payment. Subscription to the Shares requires a cash
investment of $.20 per Share. The subscription price will be payable in cash in
full on subscription.
4. Immediate Use of Subscriptions by the Company. As described above,
the Company is conducting the offering without a minimum number or amount of
Shares that must be sold and without escrow provisions or protection.
1
<PAGE>
Accordingly, all funds forwarded directly to the Company by the Subscriber upon
the execution of this Agreement will immediately be deposited in an operating
account maintained by the Company and thereafter utilized for working capital to
implement the Company's proposed operations. The Company is offering the Shares
through its management and or advisors without the use of selling agents or
brokers. However, and in the event the same becomes necessary or warranted, the
Company has reserved the right to utilize the services of selling agents or
broker and to pay the same reasonable commissions and expenses.
5. Description of the Company. A detailed description of the Company's
business as well as the risks associated with the Company's proposed operations
and its financial condition is described in Exhibit "A" annexed to this
Agreement as an exhibit and the text of which is incorporated herein by this
reference (the "Exhibit"). The Subscriber hereby acknowledges receipt of the
Exhibit and represents that the Subscriber has read the same prior to the
signing of this Agreement. In addition, and simultaneously with the delivery of
this Agreement, the Company has afforded the Subscriber the opportunity to ask
questions of and receive answers from management of the Company concerning the
information disclosed in the Exhibit.
6. The Company's Representations and Warranties. The Company hereby
represents and warrants to the Subscriber as follows:
(a) The Company is a corporation duly formed, validly existing and in
good standing under the laws of the State of Delaware with full power and
authority to conduct its business;
(b) The Company has the corporate power to execute, deliver and perform
this Agreement in the time and manner contemplated, and has taken all requisite
corporate action to issue and deliver the Shares; and
(c) The Shares will be, upon issuance and delivery to the Subscriber,
duly and validly issued, fully paid and non-assessable with no personal
liability attaching to the ownership thereof.
7. Subscriber's Representations, Warranties and Covenants. The
Subscriber hereby represents and warrants to and covenants with the Company as
follows:
(a) The Subscriber: (i) is over the age of 21; (ii) has adequate means
of providing for the Subscriber's current needs and possible contingencies, and
the Subscriber has no need for liquidity of the Subscriber's investment in the
Company; (iii) can bear the economic risk of losing the Subscriber's entire
investment in the Shares; (iv) has such knowledge and experience in business and
financial matters that the Subscriber is capable of evaluating the relative
risks and merits of this investment; (v) has reviewed the definition of
"Accredited Investor" under the Act and affirms that the Subscriber is an
"Accredited Investor"; (vi) has not relied upon any oral statements or
representations by the Company or its principals; and (vii) understands the
development stage nature of the Company speculative nature and uncertainty of
the Company's business;
2
<PAGE>
(b) The Subscriber has had an opportunity to ask questions of and
receive answers from the Company or a person or persons acting on its behalf,
concerning the terms and conditions of this investment and the content of the
Exhibit;
(c) The Subscriber's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement pertaining to the
Shares or the transactions contemplated herein; and will not conflict in, result
in a breach of, or constitute a default under any instrument to which the
Subscriber is a party or the Shares are the subject;
(d) The Subscriber will seek the Subscriber's own legal, tax and
investment advice concerning tax implications attendant upon the purchase of the
Shares and understands and accepts that the Company is relying upon this
representation insofar as disclosure of legal, tax and investment matters is
concerned;
(e) The Subscriber acknowledges, accepts and understands that: (i) the
and the Shares will be `restricted securities' as that term is defined under the
Act; (ii) the Subscriber will be acquiring the and the Shares solely for the
Subscriber's own account, for investment purposes and without a view towards the
resale or distribution thereof; (iii) the Subscriber will hold the and the
Shares for the applicable one or two year holding period proscribed by Rule 144
under the Act; and (iv) any sale of the and the Shares will be accomplished only
in accordance with the Act or the rules and regulations of the Commission
adopted thereunder. In addition, the Subscriber hereby consents to the
imprinting of a standard form of restrictive legend on all certificates
representing the and the Shares as well as the imposition of a standard form of
stop transfer order against the and the Shares on the books and records of the
Company's transfer agent;
(f) The Subscriber understands that the Company is under no obligation
to register the and the Shares under the Act or to comply with the requirements
for any exemption which might otherwise be available, or to supply the
Subscriber with any information necessary to enable the Subscriber to make
routine sales of the and the Shares under Rule 144 or any other rule of the
Rules and Regulations of the Commission adopted under the Act; and
(g) If the Subscriber is a corporation, partnership, trust or any
unincorporated association: (i) the person executing this Agreement does so with
full right, power and authority to make this investment; (ii) that such entity
was not formed for the specific purpose of making an investment in the Company;
and (iii) that all further representations and warranties made herein are true
and correct with respect to such corporation, partnership, trust and
unincorporated association.
The foregoing representations and warranties are true and accurate as
of the date hereof and shall be true and accurate as of the date of delivery of
the subscription to the Company and shall survive such delivery. If, in any
respect, such representations and warranties shall not be true and accurate, the
Subscriber shall give written notice of such fact to the Company, specifying
which representations and warranties are not true and accurate and the reasons
therefor.
3
<PAGE>
8. Responsibility. The Company or its officers and directors shall not
be liable, responsible or accountable in damages or otherwise to Subscriber for
any act or omission performed or omitted by them in good faith and in a manner
reasonably believed by them to be within the scope of the authority granted to
them by this Agreement and in the best interests of the Company provided they
were not guilty of gross negligence, willful or wanton misconduct, fraud, bad
faith or any other breach of fiduciary duty with respect to such acts or
omissions.
9. Registration of the Preferred Shares. The Company has undertaken to
utilize its best efforts to include the Preferred Shares in a Registration
Statement filed with the SEC under the Act. The terms and conditions of the
Company's undertaking are set forth in the Memorandum.
10. Miscellaneous.
(a) This Agreement shall be deemed to have been made in and shall be
governed by and interpreted under and construed in all respects in accordance
with the laws of the State of Nevada, irrespective of the place of domicile or
residence of any Subscriber. In the event of a controversy arising out of the
interpretation, construction, performance or breach of this Agreement, the
Company and the Subscriber hereby agree and consent to the jurisdiction and
venue of the United States District Court for the District of Nevada; and
further agree and consent that personal service or process in any such action or
proceeding outside of the State of Nevada and Clark County shall be tantamount
to service in person within Clark County, Nevada, and will confer personal
jurisdiction and venue on the aforesaid Court;
(b) The Company and the Subscriber hereby covenant that this Agreement
is intended to and does contain and embody herein all of the understandings and
Agreements, both written or oral, of the Company and the Subscriber with respect
to the subject matter of this Agreement, and that there exists no oral agreement
or understanding, express or implied liability, whereby the absolute, final and
unconditional character and nature of this Agreement shall be in any way
invalidated, empowered or affected. There are no representations or warranties
other than those set forth herein;
(c) The headings of this Agreement are for convenient reference only
and they shall not limit or otherwise affect the interpretation or effect of any
terms or provisions hereof;
(d) This Agreement shall not be changed or terminated orally except as
set forth herein. All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by and against the
successors and assigns of the Company and the heirs, executors, administrators
and assigns of the Subscriber; and
(e) A modification or waiver of any of the provisions of this Agreement
shall be effective only if made in writing and executed with the same formality
as this Agreement. The failure of either the Company or the Subscriber to insist
upon strict performance of any of the provisions of this Agreement shall not be
construed as a waiver of any subsequent default of the same or similar nature,
or of any other nature or kind.
4
<PAGE>
12. Subscription Application. The Subscriber hereby offers to purchase and
subscribe to______ Shares; and encloses payment of $.20 for each Share
subscribed for herein.
SIGNATURE PAGE
For Individuals
----------------------------------
Signature of Individual Subscriber
----------------------------------
Name of Subscriber (please print)
----------------------------------
Street Address - Residence (please print)
----------------------------------
City, State and Zip Code (please print)
Social Security Number
-----------------------------------
AGREED TO AND ACCEPTED:
BODYGUARD RECORDS.COM, INC.
BY:________________________________
John Rollo, President
5
<PAGE>
12. Application for Partnership Subscribers. The Subscriber hereby offers to
purchase and subscribe to______ Shares; and encloses payment of $.20 for each
Share subscribed for herein.
SIGNATURE PAGE
For Partnership
----------------------------------
Name of Partnership (please print)
BY:_______________________________
Signature of General Partner
--------------------------------
Name and Title of Authorized
Signatory (please print)
---------------------------------
Business Address (please print)
----------------------------------
City, State and Zip Code (please print)
Tax Identification Number
-----------------------------------
AGREED TO AND ACCEPTED:
BODYGUARD RECORDS.COM, INC.
BY:________________________________
John Rollo, President
6
<PAGE>
12. Application for Corporate Subscribers. The Subscriber hereby offers to
purchase and subscribe to______ Shares; and encloses payment of $.20 for each
Share subscribed for herein.
SIGNATURE PAGE
For Corporation
----------------------------------
Name of Corporation
BY:_______________________________
Signature of Executive Officer
--------------------------------
Name and Title of Authorized
Signatory (please print)
---------------------------------
Business Address (please print)
----------------------------------
City, State and Zip Code (please print)
Tax Identification Number
-----------------------------------
AGREED TO AND ACCEPTED:
BODYGUARD RECORDS.COM, INC.
BY:________________________________
John Rollo, President
7
