Ex- 99.0
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
Dear
This will acknowledge that the undersigned hereby subscribes to purchase
______ shares of the Common Stock, par value $.001 per share, of LORELEI
CORPORATION, a corporation formed under the laws of Delaware (the "Company"), at
$.10 per share, for an aggregate purchase price of $____. The undersigned
acknowledges that these shares have not been and are not being registered under
the Securities Act of 1933, as amended, and that the certificates received by
the undersigned will bear a legend indicating that transfer of these shares is
restricted by reason of the fact that the said shares have not been so
registered.
The undersigned represents that he/she is acquiring these shares for his own
account, for investment purposes only and not with a view of resale or other
distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such shares for any particular price,
or at any particular time, or upon happening of any particular event or
circumstance, except selling, transferring, or disposing of said shares made
upon full compliance with all applicable Regulations promulgated by the
Securities and Exchange Commission thereunder; and that such shares must be held
indefinitely unless they are subsequently registered under the Securities Act of
1933 or an exemption from such registration is available, and that any routine
sales of securities made in reliance upon Rule 144 can be made only in limited
amounts in accordance with the terms and conditions of that Rule.
The undersigned also acknowledges that he/she has received the following
information in connection with his purchase of the aforementioned shares of
Common Stock of the Company, and that no other representations, statements or
inducements were made to cause him to purchase these shares;
1. The Company was duly organized under the laws of the State of
Delaware. The Company has authorized twenty million
(20,000,000) shares of Common Stock at $.001 par value.
2. The Company is a development company with limited activities
and which has no significant assets or liabilities at this
time. The Company intends to raise approximately $25,000.00
through these Subscription Agreements. Up to $50,000 will be
raised in a public or private offering to take place in the
immediate future.
3. LORELEI CORPORATION, plans to look for a suitable business to
merge with or acquire.
4. Because the Company is a newly organized company and has no
significant assets therefore, the
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Company cannot give any assurance that it will be successful,
and investors stand a substantial risk of losing their entire
investment.
5. There is no finder in connection with this transaction, and no
commission are to be paid to any individual or entity in
connection with this transaction.
6. The purchase price of the shares being purchased hereby has
been arbitrarily determined and bears no relationship to the
assets or book value of the Company, or other customary
investment criteria. There is no present market for Common
Stock of the Company, and there is no assurance that a trading
market for the shares will develop. Moreover, even if a
trading market for the Common Stock develops, there is no
assurance that such trading market will be maintained.
7. None of the securities of the Company to be purchased
hereunder have been registered with any State regulatory or
securities agency of bureau, nor has any regulatory agency
passed upon the merits of the Common Stock of the Company or
the accuracy of the information contained herein.
8. The Company intends to use the proceeds of this offering
primarily to fund a public offering and such funds will be
used to obtain and formalize all documentation and agreements
in preparing said offering.
9. The undersigned has been apprised of the fact that the Company
has not registered to do business in the State of New York,
nor in any other that Nevada and has no assurance that they
will register to do business in any state in the future.
10. In connection with the purchase of these shares of the
Company's Common Stock, the undersigned also acknowledges
that:
(a) I have not received any general solicitation of general
advertising regarding the purchase of the shares;
(b) I have sufficient knowledge and experience of financial
and business matters so that I am able to evaluate the merits and risks of
purchasing the Company's Common Stock, and I have had substantial experience in
previous private and public purchases of securities;
(c) I have adequate means to provide for my personal needs,
and possess the ability to bear the economic risk of holding the Common Stock
purchased hereunder indefinitely, and can afford a complete loss on the purchase
of these securities;
(d) During the transaction and prior to purchase, I have read
this investment letter and have full opportunity to ask questions of and receive
answers from the Company and its founders and officers, and to receive such
information contained herein or any additional information requested. I do not
desire to receive any further information; and
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(e) I understand the meaning of the first two paragraphs of
this Investment Letter, and that a restrictive legend will be placed on the
certificates representing the shares purchased hereunder, and that instruction
will be placed with the Transfer Agent for the Common Stock prohibiting the
transfer of my shares purchased hereunder absent full compliance with the
Securities Act of 1933 and the Securities Exchange Act of 1934.
NEW YORK RESIDENTS
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK DOES NOT PASS UPON OR
ENDORSE THE MERITS OF ANY PRIVATE OFFERING. NO OFFERING DOCUMENT HAS BEEN
FILED WITH OR OTHERWISE APPROVED BY THE DEPARTMENT OF SECURITIES OR THE
DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW YORK. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL
I hereby subscribe to the shares set forth on page one (1) of this
Subscription Agreement and Investment Letter, and am tendering herewith my check
for the full amount of my subscription, made payable to the Company.
$ SHARES
Dated:
AGREED AND ACKNOWLEDGED
Name By:
Address
Phone No.:
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Soc. Sec. No.:
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