Form of Subscription Agreement

Exhibit 4.1

Minimum Offering: 2,000,000 Securities ($100,000)

Maximum Offering: 20,000,000 Securities ($1,000,000)

of

Common Stock for $0.05 per Share

Plus Warrants

 

 

(b)           No Violation.  The execution and delivery by the Subscriber of this Agreement does not, and the performance by the Subscriber of his obligations under this Agreement and the consummation of the transactions contemplated hereby will not, conflict with, result in any violation of or default under, result in any person or entity having the right to terminate or modify, or require consent under (i) any note, bond, mortgage, license, lease, contract, commitment, agreement or arrangement to which the Subscriber is a party or by which any of his properties or assets are bound or (ii) any judgment, decree or order, or statute, law, ordinance, regulation or rule, applicable to the Subscriber or to any of the property or assets of the Subscriber.  No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by the Subscriber in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

 

(c)           The Subscriber, if an individual, is at least 21 years of age.  The Subscriber maintains his or her domicile (if an individual) or its principal offices (if not an individual) at the address shown on the signature page of this Agreement.

 

6.           Conditions to the Subscriber’s Obligations.  The obligation of the Subscriber to purchase the Securities is subject to the representations and warranties of the Company contained in Section 2 hereof being true and correct in all material respects as of the Closing Date as though made as of the Closing Date.

 

 

(c)           Binding Effect.  This Agreement shall be binding upon, and any action for a breach, thereof may be brought against, the parties to this Agreement and their respective successors and assigns.

(i)           if to the Company:

Vemics, Inc.

523 Avalon Gardens Drive

Nanuet, New York 10954

Office Phone:   ###-###-####

Fax: (845) 215-0110

Attention:  Fred Zola, CEO

E-mail:   ***@***

With a copy to:

Samuel B. Fortenbaugh III

630 Fifth Avenue, Suite 1401

New York, NY 10111

Office Phone: (212) 596-3379

Fax:     (212) 596-3391

E-mail:  ***@***

 

 

(ii)           if to the Subscriber:

______________________

 

Name

 

_____________________

 

Address

 

______________________

 

City

 

______________________

 

State                      Zip

 

______________________

 

Fax/Telephone

 

______________________

 

E-mail

 

 

All such notices shall be deemed to have been duly given when delivered by hand, if personally delivered; when receipt is acknowledged, if telecopied or e-mailed; and on the next Business Day (as hereinafter defined), if timely delivered to an air courier guaranteeing overnight delivery.  A “Business Day” shall mean any day that is not a Saturday, a Sunday, or any other day on which banks are required or authorized by law to be closed in the State of Nevada.

 

 

(r)           Confidentiality.  The Subscriber agrees to maintain the secrecy and confidentiality of any Trade Secrets and any Confidential Information which is provided to the Subscriber for purposes of evaluating his, her or its purchase of the Securities.  As used herein, “Trade Secrets” shall include, without limitation, all formulae, patterns, compilations, programs, devices, methods, techniques, processes and all other information used in the conduct of the Company’s business that would be deemed “trade secrets” within the meaning of the Uniform Trade Secrets Act.  The Subscriber acknowledges that the Tra de Secrets are of independent economic value to the Company because they are not generally known and are the subject of efforts by the Company to maintain their secrecy.  As used herein, “Confidential Information” shall mean any and all technical or business information of the Company furnished or disclosed, in whatever form or medium, by the Company to the Subscriber or discovered by the Subscriber, including but not limited to computer programs, source code, object code, reports, documentation, product/service specifications, marketing plans, financial data and personnel statistics. The Subscriber acknowledges that all Trade Secrets, all Confidential Information and all books, documents, lists and records pertaining to the Company's business (collectively, the “Records”), whether the Records are written, typed, printed, contained on microfilm, contained on computer disc, contained on tape or set forth in some other medium of expression, are the sole and exclusive property of the Company.  The Subscriber agrees not to (i) divulge, furnish or make accessible to anyone or in any way use, for the Subscriber’s benefit or for the benefit of any other person, firm or entity, any Trade Secret or any Confidential Information; (ii) take or permit any action to be taken which would reduce the value of the Trade Secrets or the Confidential Information to the Company; or (iii) otherwise misappropriate or suffer the misappropriation of the Trade Secrets or the Confidential Information.  Notwithstanding anything herein to the contrary, the obligations of secrecy and confidentiality set forth herein shall not apply to any information which is now generally publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of the breach of this Agreement by Subscriber.

 

 

VEMICS, INC.

COUNTERPART SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

Total number of shares of Common Stock (the “Purchased Shares”) to be purchased:  ______________

Aggregate Purchase Price

$______________ ($0.05 x the number of Purchased Shares)

If Securities are to be purchased by an individual, the Subscriber should sign below:

Date:___________________                                                        _____________________________

Signature of Subscriber

_______________________                                                                                                                  ;             

Social Security No.                                                                              Print Name

Date:___________________                                                        _____________________________

Print Name of Entity

________________________                                                      _____________________________

Tax Identification No.                                                                        Signature of Authorized Signatory

 Name: ____________________

 Title: _____________________

 

 

Date:____________________                                                     ____________________________

                       Signature of Shareholder

________________________                                                     ____________________________

Social Security No.                                                                             Print Name

Date:____________________                                                     ____________________________

                                       Signature of Shareholder

________________________                                                     ____________________________

Social Security No.                                                                              Print Name

Principal Residence Address:                                                            Mailing Address, if different from Residence Address:

_____________________

_____________________

_____________________

_____________________

 

The Subscription is accepted on ______,__, 2010.

 

VEMICS, INC.

By:

_______________________

Name: Fred Zolla

Title:   CEO