EXHIBIT 10.13
SUBSCRIPTION DOCUMENTS
ESSENTIALLY YOURS INDUSTRIES, INC.,
A NEVADA CORPORATION
On the terms and subject to the conditions specified in that certain Prospectus
dated November ___, 2002 ("Prospectus"), Essentially Yours Industries, Inc., a
Nevada corporation ("Company") is offering for sale a maximum of 1,330,000
shares of its $.001 par value common stock ("Offered Shares") at a purchase
price of $3.00 per Offered Share. The minimum purchase is one (1) Offered Share.
Those defined (capitalized) terms used in these Subscription Documents without a
definition specified in these Subscription Documents shall have the same
definitions and meanings specified by the applicable provisions of the
Prospectus.
The attached Subscription Documents must be completed and delivered as follows:
MAIL TO:
Essentially Yours Industries, Inc.
Attn: Mary Hammer
3330 Pico Boulevard
Santa Monica, California 90405
Subscriptions must be funded (at a price of $3.00 per Offered Share) by check or
by wire.
MAKE CHECK PAYABLE TO "Essentially Yours Industries, Inc.".
WIRING INSTRUCTIONS: Wire to:
Bank of America
6900 Westcliff Drive, 4th Floor
Las Vegas, Nevada 89145
For credit to Essentially Yours Industries, Inc.
Routing number: 122400724
Account number: 4964873023
SUBSCRIPTIONS WILL ONLY BE ACCEPTED FROM PERSONS OR ENTITIES THAT, IN THE
OPINION OF MANAGEMENT OF THE COMPANY, ARE CAPABLE OF BEARING THE RISKS
ASSOCIATED WITH AN INVESTMENT IN THE COMPANY.
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SECTION A - HOW TO SUBSCRIBE
To subscribe for Offered Shares, you must complete the Subscription Agreement.
Directions for the Subscription Agreement are as follows:
1. MINIMUM INVESTMENT -- 1 OFFERED SHARE ($3.00).
2. Be sure to provide your correct name, address and Social Security Number
or tax identification number, as this information will appear on the
official records of the Company.
3. Sign and be sure that you have checked and initialed the appropriate
type of ownership.
4. SIGNATURE AND SUPPORTING MATERIAL REQUIREMENTS - The following
requirements have been established for the various ways in which Offered
Shares may be purchased and held other than by you as an individual:
JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: The signatures of both joint
tenants are required.
COMMUNITY PROPERTY: The signatures of both husband and wife are
required, unless a separate document signed by both parties and
designating either party as agent of the other party for purposes of
signing accompanies the Subscription Agreement.
TENANTS IN COMMON: The signatures of all parties are required.
TENANTS BY THE ENTIRETY: The signatures of all parties are required.
PARTNERSHIP: The Subscription Agreement must be accompanied by a copy of
the signed partnership agreement.
TRUST: The Subscription Agreement must be accompanied by a copy of the
signed trust agreement.
CORPORATION: The Subscription Agreement must be accompanied by a
certified copy of the resolution of the Board of Directors of the
subscribing corporation designating the officer(s) of that corporation
authorized to sign on behalf of that corporation and of the resolution
of that Board of Directors authorizing the purchase of Offered Shares.
5. Furnish the following:
(a) Completed Subscription Agreement
(b) Supporting material if required (Item 4 above).
(c) A check or wire in the amount of your subscription (see below).
PAYMENT INSTRUCTIONS
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PAYMENT IS ACCEPTED BY CHECK OR BY WIRE.
MAKE CHECK PAYABLE TO: "ESSENTIALLY YOURS INDUSTRIES, INC."
MAIL TO:
Essentially Yours Industries, Inc.
Attn: Mary Hammer
3330 Pico Boulevard
Santa Monica, California 90405
WIRING INSTRUCTIONS: WIRE TO:
Bank of America
6900 Westcliff Drive, 4th Floor
Las Vegas, Nevada 89145
For credit to Essentially Yours Industries, Inc.
Routing number: 122400724
Account number: 4964873023
SECTION B - SUBSCRIPTION AGREEMENT
By signing this Subscription Agreement, without waiving any of your rights
pursuant to applicable federal or state laws, you covenant and agree as follows:
1. On the terms and subject to the conditions of the Prospectus and this
Subscription Agreement, you hereby subscribe for the number of Offered Shares
specified below for a subscription price of $3.00 per Offered Share. You hereby
agree that this subscription shall be irrevocable and shall survive your death
or disability. Payment of the purchase price for Offered Shares is due upon
subscription.
2. You acknowledge and agree that (i) management of the Company has the
right to accept or reject this subscription in whole or in part, and (ii) this
subscription shall be deemed to be accepted by the Company only when this
Subscription Agreement is signed by the officers of the Company authorized to
sign this Subscription Agreement on behalf of the Company. You agree that
subscriptions need not be accepted by the Company. You agree that subscriptions
need not be accepted by the Company in the order in which subscriptions are
received.
3. You have relied solely upon such independent investigations made by you
or by your representatives in making your decision to purchase Offered Shares,
and except for the Prospectus, no oral or written representations have been made
to, or relied upon by, you.
4. You are aware that no federal, state or other agency has made any
recommendation or endorsement of the Offered Shares.
5. You understand that a purchase of Offered Shares involves certain risk
factors and conflicts of interest.
6. You have the requisite knowledge and experience to evaluate the relative
business aspects and risks, or you have relied upon the advice of experienced
advisors with regard to the relative business aspects and risks, and other
considerations involved in purchasing Offered Shares.
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7. You and your counsel or advisors (collectively, "representatives") have
made or have had the opportunity to make such inspections as you or they, as the
case may be, have deemed necessary to complete your evaluation of a purchase of
Offered Shares, or otherwise. It has been called to your attention by the
Prospectus and those persons with whom you have dealt in connection with your
proposed purchase of Offered Shares, that the Company has been formed quite
recently and has no history of earnings.
8. You and your representatives have had the opportunity to discuss all
material aspects regarding a purchase of Offered Shares with management of the
Company or with the Company's authorized agents, and any and all questions asked
have been answered to the full and complete satisfaction of you and your
representatives.
9. You agree that until August 31, 2003, you shall not, without the prior
written consent of the Company, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend or otherwise transfer or dispose
of, directly or indirectly, any Offered Shares, or (2) enter into any swap or
other arrangement that transfers to another person or entity, in whole or in
part, any of the economic consequences of ownership of any Offered Shares,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Company common stock or such other securities, in cash or
otherwise.
10. Your commitment to investments, which are not readily marketable, is not
disproportionate to your net worth, and your purchase of Offered Shares will not
cause such commitment to become excessive.
11. You have adequate net worth and means of providing for your current
needs and contingencies to sustain a complete loss of your investment in the
Company at the time of investment, and have no need for liquidity in connection
with the Offered Shares purchased by you. You currently can afford a complete
loss of the amount you will pay for the Offered Shares.
12. You are aware that there is no public market for the Offered Shares,
that it is not probable that any such market will develop, and that it may not
be possible to sell or otherwise dispose of your Offered Shares readily. You
agree not to transfer or assign this Subscription Agreement, or any of your
interest herein.
13. You have attained the age of majority (as established in the state or
other jurisdiction in which you reside), if an individual, and you have no legal
disability with respect to entering into a contractual relationship with the
Company and executing this Subscription Agreement.
14. If and when this Subscription Agreement is accepted by the Company, you
will have purchased the number of Offered Shares set forth above your signature
on the signature page of this Subscription Agreement. The Offered Shares which
you offer to purchase hereby shall not be deemed issued to, or owned by, you
until (i) you have fully paid the applicable purchase price for the Offered
Shares in cash, and (ii) the Company has accepted your offer to purchase. The
Company shall have until the closing date of the offering of Offered Shares or
any extension of that offering to accept or reject your offer, at its sole
discretion.
15. By your signature hereto and by checking and initialing the applicable
line below, you hereby specifically represent and warrant that you are the sole
party in interest with respect to the purchase of Offered Shares. In the event
of sales of Offered Shares to fiduciary accounts, the respective fiduciary
represents and warrants that such conditions are satisfied by that fiduciary, by
the respective fiduciary
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account, or by the contributor who directly or indirectly supplies the funds for
the purchase of Offered Shares. You are aware that the Company, its management,
and their agents will rely upon your foregoing representations and warranties.
16. You agree to indemnify and hold harmless the Company and its directors,
officers, affiliates, accountants, attorneys, agents and other representatives
from and against all damages, losses, costs and expenses (including reasonable
attorneys' fees) which they may incur by reason of your failure to fulfill any
of the terms or conditions of this Subscription Agreement, or by reason of any
breach of any representation, warranty, covenant or agreement made by you herein
or in connection with the purchase of the Offered Shares, or in any document
provided by you to the Company.
17. All information which you have provided to the Company submitted
herewith is correct and complete as of the date set forth at the end hereof, and
if there should be any material change in such information prior to acceptance
of this Subscription Agreement by the Company, you will immediately provide the
Company with that material change.
18. You agree that within five (5) calendar days after receipt of a written
request from the Company, you will provide such information and execute and
deliver such documents as reasonably may be necessary to comply with any and all
laws and ordinances to which the Company is subject.
19. You are now a bona fide resident of the state or other jurisdiction set
forth herein and the address and Social Security Number or similar tax
identification number set forth herein are your true and correct residence and
Social Security Number or similar tax identification number. You have no current
intention of becoming a resident of any other state or jurisdiction. If you are
a corporation, partnership, trust or other form of business organization, you
were formed pursuant to the laws of _________________________, and your
principal place of business is within such state, and you are not organized for
the purpose of acquiring Offered Shares.
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HOW TO SUBSCRIBE
You are subscribing to purchase a total of ________ Offered Shares at $3.00 per
Offered Share ($_______________) by (check and initial applicable line):
[ ] _________ $________ (for _____ Offered Shares) paid by cashier's check;
[ ] _________ $________ (for _____ Offered Shares) paid by personal check; or
[ ] _________ $________ (for _____ Offered Shares) paid by bank wire.
MAIL TO:
Essentially Yours Industries, Inc.
Attn: Mary Hammer
3330 Pico Boulevard
Santa Monica, California 90405
For details, see HOW TO SUBSCRIBE (immediately preceding this Subscription
Agreement)
Print name(s) in which Offered Shares are to be registered on the books and
records of the Company:
NAME:(1) ______________________________________________________________________
Social Security or Tax Identification Number __________________________________
NAME:(2) ______________________________________________________________________
Social Security or Tax Identification Number __________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
Title to your purchased Offered Shares is to be held as follows (check and
initial one):
(a) ________ Husband & Wife, as community property
(b) ________ Joint Tenants
(c) ________ Tenants in Common
(d) ________ Individual
(e) ________ Corporation
(f) ________ Partnership
(g) ________ Trust
(h) ________ Other Please describe: ______________________
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NOTE: BY SIGNING THIS SUBSCRIPTION AGREEMENT AND UPON ACCEPTANCE THEREOF, YOU
ARE ENTERING INTO AN AGREEMENT AND AGREEING TO INVEST MONEY WITH THE COMPANY.
The undersigned hereby certifies that the undersigned has answered the foregoing
to the best of the undersigned's knowledge, that the undersigned's answers are
complete and accurate, and the undersigned declares under penalty of perjury
that the foregoing is true and correct.
This Subscription Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof.
DATED: _______________________________, 200__, at _____________________________
(1) __________________________________ (2) ____________________________
NOTE: If Offered Shares are to be registered in more than one name, all
subscribers must sign.
ACCEPTANCE OF SUBSCRIPTION
Agreed to and accepted:
By: Essentially Yours Industries, Inc.,
a Nevada corporation
By: _____________________________________
Its: President
By: _____________________________________
Its: Secretary
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