Exhibit 10.1
FORM OF
STOCK SUBSCRIPTION AGREEMENT
1. SUBSCRIPTION: The undersigned, --------------------, (the "Subscriber")hereby
subscribes for the purchase of -------- shares of Common Stock of Progressive
General Lumber Corp., a Florida
a. No certificate(s) for shares(s) shall be issued to the undersigned
until the entire stock subscription price is paid; and
b. The certificate(s) representing the share(s) delivered pursuant to
this subscription agreement may bear a restrictive legend.
2. RESPRESENTATIONS AND WARRANTIES: The undersigned Subscriber hereby represents
and warrants to the Company that:
a. The undersigned Subscriber understands that the Company's STOCK HAS
NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSIOIN, ANY STATE SECURITEIS AGENCY, OR ANY FOREIGN
SECURITIES AGENCY;
b. The under Subscriber is not an underwriter and would be acquiring the
Company's stock solely for investment for his or her own account and
not with a view to, or for, resale in connection with any distribution
within the meaning of any federal securities act, state securities act
or any other applicable federal or state laws;
c. The undersigned Subscriber understands the speculative nature and
risks of investments associated with the Company, and confirms that
the stock would be suitable and consistent with his or her investment
program; that his or her financial position enables him or her to bear
the risks of this investment; and, that there is no public market for
the stock subscribed for herein;
d. The stock subscribed for herein may not be transferred, encumbered,
sold, hypothecated, or otherwise disposed of, it such disposed of, if
such disposition will violate nay federal, provincial and/or state
securities acts. Disposition shall include, but is not limited to acts
of selling, assigning, transferring, pledging, encumbering,
hypothecating, giving, and any form of conveying, whether voluntary or
not;
e. To the extent that any federal, provincial and/or state securities
laws shall require, the Subscriber hereby agrees that any stock
acquired pursuant to this Agreement shall be without preference as to
assets;
f. The Company is under no obligation to register or seek an exemption
under any federal securities act, provincial or state securities act,
or any foreign securities act for any stock of the Company or to cause
or permit such stock to be transferred in the absence of any such
registration or exemption.
g. The Subscriber has had the opportunity to ask questions of the Company
and has received additional information from the Company to the extent
that the Company possessed such information, necessary to evaluate the
merits and risks of any investment in the Company. Further, the
Subscriber has been given: (1) all material books, records and
financial statements of the Company; (2) all material contracts and
documents relating to the proposed transaction; and (3) an opportunity
to question the appropriate executive officers of the Company;
h. The Subscriber has satisfied the suitability standards imposed by his
or her applicable state laws and has a preexisting personal business
relationship with the Company.
i. The Subscriber has adequate means of providing for his or her current
needs and personal contingencies and has no need to sell the shares in
the foreseeble future (that is at the time of the investment,
Subscriber can afford to hold the investment for an indefinite period
of time);
j. The Subscriber acknowledges that the Company is non-reporting issuer
in Canada and, therefore, any Canadian Subscriber is subject to an
indefinite hold period during which the Subscriber is restricted from
transferring, selling or disposing the stock; and
k. The Subscriber has sufficient knowledge and experience in financial
matters to evaluate the merits and risks of this investment and
further, the Subscriber is capable of reading and interpreting
financial statements.
3. LIMITED POWER OF ATTORNEY: The undersigned Subscriber hereby constitutes and
appoints and grants to a Director of the Company, a limited power attorney for
the limited purpose of causing proper reporting and disclosure in connection
with this subscription, and in the connection, to sign for him or her and act in
his or her name, place and stead, in any and all capacities to execute any and
all documents to be filed with the US Securities and Exchange Commission and any
governmental agency, federal, state or otherwise in connection with any
securities filings, including, but not limited to: amendments, exhibits,
agreements, concerning shareholders granting sad limited attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each said limited attorney-in-fact and agent
or his or her substitutes, may lawfully do or cause to be done by virtue
thereof.
4. STATUS OF PURCHASER:
[] I am not a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers.
[] I am a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers. Attached is a copy of an
agreement signed by the principal of the firm with which I am
affiliated agreeing to my participation in this investment.
5. MISCELLANEOUS: This Subscription Agreement shall be binding upon the parties
hereto, their heirs, executors, successors, and legal representatives. The law
of the State of Florida shall govern the rights of the parties to this
Agreement. This Agreement is not assignable without the prior written consent of
the Company, any attempt to assign the rights, duties, or obligations which
arise under this Agreement without the Company's prior express written consent
shall be void.
The undersigned Subscriber hereby declares and affirms that he or she has read
the within and foregoing Subscription Agreement, is familiar with the contents
thereof and agrees to abide by their terms and conditions therein set forth, and
knows the statements therein to be true and correct.
I hereby consent to the use of my name in any prospectus or registration
statement which may be filed in connection with any public offering of the
Company's securities.
SIGNATURE PAGE FOLLOWS IMMEDIATELY
IN WITNESS WHEREOF, the parties have executed and dated this SUBSCRIPTION
AGREEGMENT as follows:
Dated this ------ day of ---------------, 199--.
SUBSCRIBER
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Signature
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Address
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City, Country and Zip Code
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Area Code and Telephone Number
ACCEPTED BY:
PROGRESSIVE GENERAL LUMBER CORP.
By: ------------------------------------
President