SUBSCRIPTION AGREEMENT
WORLD-WIDE CLASSICS, INC.
6427 South Blaine Drive
Murray, Utah 84107
This Subscription Agreement (this "Agreement") is entered into as of
the date set forth below next to Subscriber's signature, by and between
WORLD-WIDE CLASSICS, INC., a Delaware corporation (the "Company" or "Issuer"),
and the Subscriber, (hereafter, the "Subscriber").
1. SUBSCRIPTION. The Subscriber hereby subscribes for
_______________ shares of common stock of the Company, par value $0.001 per
share (the "Shares") for the purchase price of fifty cents ($0.50) per Share.
The Subscriber hereby tenders to the Company the amount of
_________________Dollars ($________________) (the "Invested Amount") as payment
for these Shares. This Agreement is an irrevocable offer by the Subscriber to
subscribe for the securities offered by the Company, and, subject to the terms
hereof, shall become a contract for the sale of said securities upon the
acceptance thereof by the Company.
2. ACCEPTANCE. The Subscriber acknowledges that this Agreement is
subject to the Company's discretionary right to accept or reject the
subscription herein, in full or in part, and the Subscriber will be notified
upon closing of the offering (the "Acceptance Date") whether the Agreement has
been accepted by the Company. If this Agreement is rejected for any reason, the
Company shall promptly return to the Subscriber the Invested Amount submitted to
the Company with this Agreement without interest or deduction, and this
Subscription Agreement shall be null, void and of no effect. Acceptance of this
Agreement by the Company will be evidenced by the execution hereof by an officer
of the Company
3. WARRANTIES OF COMPANY. The Company hereby represents and
warrants that:
(a) The issuance of the Shares to the Subscriber upon the terms and
conditions set forth herein has been authorized by all requisite corporate
action;
(b) The Company is a corporation validly formed and existing in good
standing as of the date hereof in the State of Delaware; and
(c) Upon acceptance of this Agreement and delivery to the
Subscriber of the stock certificate(s) representing the Shares, such Shares
shall be validly issued, fully paid, and nonassessable.
4. INVESTMENT RISKS. The Subscriber acknowledges that:
(a) There are substantial risks incident to the
acquisition of the Shares, and the Subscriber recognizes the speculative nature
and risks of loss associated with investments of this type; and
(b) The Company has a very limited financial and operating history
and has yet to achieve a profit.
5. WORLD-WIDE CLASSICS, INC. PROSPECTUS. The Subscriber represents
that it has received a copy of World-Wide Classics, Inc.'s Prospectus dated
__________________, 2000, including supplements and amendments thereto,
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concerning the operations and prospects for the Company (the "Prospectus"), and
that the Subscriber understands the contents thereof.
6. ACCREDITED INVESTOR. The Subscriber represents that the
Subscriber is an "accredited investor" in that the Subscriber meets one of the
specific standards set forth in Rule 501 of Regulation D of the Securities Act
and generalized below (please check applicable box):
/_/ A natural person whose individual net worth or joint net worth
with that person's spouse at the time of the purchase exceeds
$1,000,000;
/_/ A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year; or
/_/ A company or trust with total assets in excess of $5,000,000 not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) of Regulation D.
/_/ An entity in which all of the equity owners are accredited
investors (i.e. meet one of the criteria above).
7. STATE OF RESIDENCE OR DOMICILE. The Subscriber represents that
the Subscriber's address of principal residence (for individual purchasers) or
principal office (for non-individual purchasers) is as follows:
Street Address
City State Zip Code
( ) /( )
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Tel. No Fax No.
8. ADDITIONAL REPRESENTATIONS OF SUBSCRIBER. The Subscriber hereby
represents and warrants that:
(a) The Subscriber's representations in this Agreement are
complete and accurate to the best of the Subscriber's knowledge, and the Company
may rely upon them. The Subscriber will notify the Company immediately if any
material change occurs in any of this information before the sale of the Shares
is consummated.
(b) The Subscriber hereby agrees that the Subscriber does
not have the right to cancel this Subscription Agreement, which shall survive
the death, disability, or the cessation of existence as a legal entity, of the
Subscriber. Further the Subscriber agrees that the Subscriber does not have the
right, and will not attempt, to transfer its interest herein.
(c) The Subscriber shall indemnify and hold the Company
harmless from any costs and expenses, including reasonable attorney's fees,
incurred by the Company as a result of a breach hereof by the Subscriber.
Further, all of the representations and warranties of the Subscriber contained
herein and all information furnished by the Subscriber to the Company are true,
correct and complete in all respects, and the Subscriber agrees to notify the
Company immediately of any change in any representation, warranty or other
information set forth herein.
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(d) This Agreement when executed and delivered by the
Subscriber will constitute a valid and legally binding obligation of the
Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a
partnership, joint venture, corporation, trust or other entity, was not formed
or organized for the specific purpose of acquiring the Shares. The purchase of
the Shares by the Subscriber, if it is an entity investor, is a permissible
investment in accordance with the Subscriber's Articles of Incorporation,
Bylaws, Partnership Agreement, Declaration of Trust, or other similar charter
document, and has been duly approved by all requisite action by the entity's
owners, directors, officers or other authorized managers. The person(s) signing
this document and all documents necessary to consummate the purchase of the
Shares has all requisite authority to sign such documents on behalf of the
Subscriber, if it is an entity investor.
9. EXECUTION OF SUBSCRIPTION AGREEMENT. The Subscriber represents
that the Subscriber has executed this Agreement either personally or by its duly
authorized representative and that the information that the Subscriber has
provided herein is both accurate and complete.
10. POWER OF ATTORNEY OF SPOUSE. If the Subscriber is a
married person, the Subscriber agrees to cause the Subscriber's spouse to
execute this Agreement at the space provided for that spouse's signature
immediately following the signature of the Subscriber, and by such signature
hereto said spouse certifies that said spouse is the spouse of the person who
signed this Agreement, that said spouse has read and approves the provisions
hereof and hereby consents and agrees to this Agreement and agrees to be bound
by and accepts such provisions of this Agreement in lieu of all other interests
said spouse may hae in the Company, whether such interests be community property
or otherwise. Said spouse grants to the Subscriber irrevocable power of attorney
to represent said spouse in all matters connected with the Company to the end
that, in all cases, the Company may rely on any approval, direction, vote or
action taken by the Subscriber, as said spouse's attorney in fact. Such power of
attorney is, and shall be deemed to be, coupled with an interest so that the
authority granted hereby may continue during the entire period of the Company
and regardless of the death or incapacity of the spouse granting the same. Said
spouse further agrees to execute, acknowledge and deliver such other and further
instruments and documents as may be required to evidence such power of attorney.
11. SURVIVAL OF REPRESENTATIONS. The representations, warranties,
acknowledgments and agreements made by the Subscriber shall survive the
acceptance of this Agreement and run in favor of, and for the benefit of, the
Company.
12. WAIVER. No waiver or modification of any of the terms
of this Agreement shall be valid unless in writing. No waiver of a breach of, or
default under, any provision hereof shall be deemed a waiver of such provision
or of any subsequent breach or default of the same or similar nature or of any
other provision or condition of this Agreement.
13. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. NOTICES. Except as otherwise required in this
Agreement, any notice required or permitted under this Agreement shall be given
in writing and shall be deemed effectively given upon person delivery or upon
deposit with the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the last known address of the party.
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15. NON-ASSIGNABILITY. The obligations of the Subscriber hereunder
shall not be delegated or assigned to any other party without the prior written
consent of the Company.
16. EXPENSES. Each party shall pay all of its costs and expenses
that it incurs with respect to the negotiation, execution and delivery of this
Agreement.
17. ENTIRE AGREEMENT. This Subscription Agreement constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes any prior or contemporaneous oral or written agreements or
understandings with respect to the subject matter hereof..
18. AMENDMENTS. This Agreement may be amended only in a writing that
refers to this Agreement and that it is signed by both parties hereto.
19. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the Subscriber or its duly authorized
representative has executed this Agreement on the date set forth on the attached
signature page.
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(SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT WITH WORLD-WIDE CLASSICS, INC.)
FOR INDIVIDUAL INVESTORS
SIGNATURE OF INDIVIDUAL INVESTOR:
Date Name (please print)
Social Security No. Signature
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(Street Address)
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(City, State, Zip)
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Telephone and Facsimile Numbers
SIGNATURE OF INDIVIDUAL INVESTOR'S SPOUSE:
----------------------- -------------------------------------------
Date Name (please print)
----------------------- -------------------------------------------
Social Security No. Signature
Invested Amount:
$ Please make checks payable to: "WORLD-WIDE
-----------------------
CLASSICS, INC."
Number of Shares Subscribed for Purchase: _________________________________
Subscriber hereby directs that the Shares be held as follows (check one):
____ Individual Ownership ____ Joint Tenants with right of Survivorship
____ Tenants in Common
____ Community Property ____ Other (specify):
ACCEPTANCE BY THE COMPANY
This Subscription Agreement is hereby accepted by WORLD-WIDE CLASSICS, INC.
as of (the "Acceptance Date").
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By
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Its
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<PAGE>
(SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
WITH WORLD-WIDE CLASSICS, INC.)
FOR JOINT INVESTORS
SIGNATURES OF JOINT INVESTORS
Date Name (please print)
Social Security No. Signature
(Street Address)
(City, State, Zip)
Telephone and Facsimile Numbers
Date Name (please print)
Social Security No. Signature
(Street Address)
(City, State, Zip)
Telephone and Facsimile Numbers
Invested Amount: $ Please make checks payable to:
--------------------------
"WORLD-WIDE CLASSICS, INC."
Subscriber hereby directs that the Shares be held as follows (check one):
____ Individual Ownership ____ Joint Tenants with right of Survivorship
____ Tenants in Common
____ Community Property
____ Other (specify):
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ACCEPTANCE BY THE COMPANY
This Subscription Agreement is hereby accepted by WORLD-WIDE CLASSICS, INC.
as of (the "Acceptance Date").
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By
---------------------------------
Its
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<PAGE>
(SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT WITH WORLD-WIDE CLASSICS, INC.)
FOR ENTITY
(CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY)
SIGNATURE OF ENTITY INVESTOR
Date Print Entity Name
Federal I.D. Number Type of Entity
Signature of Authorized Officer or Representative
Title of Authorized Officer or Representative
Invested Amount: $ Please make checks payable
--------------------------
to: "WORLD-WIDE CLASSICS,
INC."
ACCEPTANCE BY THE COMPANY
This Subscription Agreement is hereby accepted by WORLD-WIDE CLASSICS, INC.
as of ______________________________ (the "Acceptance Date").
By
-----------------------------------------
Its
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