Exhibit 4.1



 


Exhibit 4.1


 


THE PAWS PET COMPANY,
INC.


Common stock SUBSCRIPTION
AGREEMENT


 


Background


 


The PAWS Pet Company and ______________ entered
into an Agreement dated June ___, 2012, whereby in exchange for an Investment in The PAWS Pet Company agreed to issue ___________
restricted common shares to the Investor in exchange for an investment of $___________ or $0.01 per share.


 


1.1     Subscription.
The undersigned (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes for ________________
shares of the Common Stock the Company in a transaction exempt from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”).


 


1.2     Purchase
of Shares. The Company shall deliver the Shares to the Subscriber promptly after the acceptance of this Subscription Agreement
by the Company.


 


1.3     Acceptance
or Rejection.


 


(a)     The
Subscriber understands and agrees that the Company reserves the right to reject this subscription for the Shares if, in its reasonable
judgment, it deems such action in the best interest of the Company, at any time prior to the Closing.


 


(b)     The
Subscriber understands and agrees that its subscription for the Shares is irrevocable.


 


(c)     In
the event the sale of the Shares subscribed for by the Subscriber is not consummated by the Company for any reason (in which event
this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between
the Subscriber and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly
return or cause to be returned to the Subscriber the Subscription Amount remitted to the Company by the Subscriber, without interest
thereon or deduction therefrom, in exchange for the Shares.


 


SECTION
2.


 


2.1     Closing.
The closing (the “Closing”) of the purchase and sale of the Shares, shall occur simultaneously with (i) the acceptance
by the Company of the Subscriber’s subscription, as evidenced by the Company’s execution of this Subscription Agreement; and (ii)
the release by the Company of the certificate representing the Shares.


 


SECTION
3.


 


3.1     Investor
Representations and Warranties. The Subscriber hereby acknowledges, represents and warrants to, and agrees with, the Company
and its affiliates as follows:


 


(a)     Investment
Purposes. The Subscriber is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment
purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other
person has a direct or indirect beneficial interest in such Shares or any portion thereof. Further, the Subscriber does not have
any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or
to any third person, with respect to the Shares for which the Subscriber is subscribing or any part of the Shares.


 



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(b)     Authority.
The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been
duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber.


 


(c)     No
General Solicitation. The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article,
notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented
at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Subscriber in connection
with investment securities generally.


 


(d)     Investment
Experience. The Subscriber is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by
reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated
with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and (iii) able to afford the entire loss of its investment in the Shares.


 


(e)     Exemption
from Registration. The Subscriber acknowledges its understanding that the offering and sale of the Shares is intended to be
exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties
of the Subscriber made herein, the Subscriber further represents and warrants to and agrees with the Company and its affiliates
as follows:


 


(1)     The
Subscriber realizes that the basis for the exemption may not be present if notwithstanding such representations, the Subscriber
has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if
the market does not rise. The Subscriber does not have any such intention;


 


(2)     The
Subscriber has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current
needs and personal contingencies and has no need for liquidity with respect to its investment in the Company; and


 


(3)     The
Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of the prospective investment in the Shares. The Subscriber also represents it has not been organized for the purpose of acquiring
the Shares; and


 


(4)     The
Subscriber acknowledges that it has had access to and has reviewed all documents and records relating to the Company, including,
but not limited to, the Company’s Form 8-K filed with the United States Securities and Exchange Commission on August 16,
2010, including the risk factors described therein (as such documents have been amended since the date of their filing, collectively,
the “Company SEC Documents”), that it has deemed necessary in order to make an informed investment decision
with respect to an investment in the Shares; that it has had the opportunity to ask representatives of the Company certain questions
and request certain additional information regarding the terms and conditions of such investment and the finances, operations,
business and prospects of the Company and has had any and all such questions and requests answered to its satisfaction; and that
it understands the risks and other considerations relating to such investment.


 


(f)     No
Other Company Representations. No representations or warranties have been made to the Subscriber by the Company, or any officer,
employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in
subscribing for Shares the Subscriber is not relying upon any representations other than those contained herein.


 


(g)     Compliance
with Laws. Any resale of the Shares shall only be made in compliance with exemptions from registration afforded by, or pursuant
to an effective registration statement under, the Securities Act and in compliance with applicable state law.


 



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(h)     Legends.
Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required
to be placed thereon by applicable federal or state securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE
OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER
OR OTHER APPLICABLE SECURITIES LAWS.


 


(i)     Accredited
Investor. The Subscriber is an “accredited investor” as that term is defined in Rule 501 of the General Rules and
Regulations under the Securities Act by reason of Rule 501(a)(3).


 


(j)     Potential
Loss of Investment. The Subscriber understands that an investment in the Shares is a speculative
investment which involves a high degree of risk and the potential loss of its entire investment. The Company is an early stage
company with only a brief operating history for the Subscriber to evaluate its business. The Company, previously known as American
Antiquities, Inc., completed the acquisition of Panther Air Cargo, LLC, a Florida limited partnership doing business as Pet Airways,
through a share exchange agreement. The Company’s common stock previously traded on the OTC Bulletin Board under the symbol
“AAQS” and now trades on the OTC Bulletin Board under the symbol “PAWS.”


 


(k)     Investment
Commitment. The Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to
the Subscriber’s net worth, and an investment in the Shares will not cause such overall commitment to become excessive.


 


(l)     Receipt
of Information. The Subscriber has received all documents, records, books and other information pertaining to the Subscriber’s
investment in the Company that has been requested by the Subscriber.


 


(m)     Investor
Questionnaire. The Subscriber represents and warrants to the Company that all information that the Subscriber has provided
to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto as Exhibit A
or previously provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.


 


(n)     No
Reliance. Other than as set forth herein, the Subscriber is not relying upon any other information, representation or warranty
by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares.
The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s own advisers as to the
financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that its investment
in the Shares is suitable and appropriate for the Subscriber.


 


(o)     No
Governmental Review. The Subscriber is aware that no federal or state agency has (i) made any finding or determination as to
the fairness of this investment, (ii) made any recommendation or endorsement of the Shares or the Company, or (iii) guaranteed
or insured any investment in the Shares or any investment made by the Company.


 



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(p)     Price
of Shares. The Subscriber understands that the price of the Shares offered hereby bear no relation to the assets, book value
or net worth of the Company and were determined arbitrarily by the Company.


 


(q)     Financing
Risk. The Company currently does not have enough working capital to satisfy its capital needs. The Company is dependent upon
investors to fund its ongoing operations, and cannot be certain that future financing will be available to it on acceptable terms
when it needs it. The Company can give no assurances that it will be able to raise adequate funding to reach cash flow break even.
If the Company is unable to obtain financing to meet its needs, the Subscriber may lose of its investment.


 


(r)     Dilution.
In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company has issued, and expects
to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities
have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different
than the purchase price of the Shares. The issuance of any such securities may result in substantial dilution to the relative ownership
interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity
securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may
involve restrictive covenants that may limit the Company’s operating flexibility.


 


(s)     Former
Shell Company. Subscriber acknowledges and agrees that the Company was, at one time, a “shell company” as defined
in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i) under the Securities Act, securities issued by a current or former
shell company (such as the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot
be sold in reliance on Rule 144 until one year after the date on which such company filed current “Form 10 information”
(as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed
sale pursuant to Rule 144, the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has
filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form
8-K reports. As a result, the restrictive legends on certificates for the Shares cannot be removed except in connection with an
actual sale meeting the foregoing requirements.


 


3.2     Restrictions
on Disposition. The Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and
understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all
or any portion of the Shares which the Subscriber is acquiring hereunder unless and until:


 


(1)     there
is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is
made in accordance with said registration statement; or


 


(2)     (i)
the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with
an opinion of the Subscriber’s own counsel to the effect that such disposition will not require registration of any such Shares
under the Securities Act and (iii) such opinion of the Subscriber’s counsel shall have been concurred in by counsel for the Company
and the Company shall have advised the Subscriber of such concurrence.


 



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SECTION
4.


 


4.1     Company’s
Representations and Warranties. The Company represents and warrants to the Subscriber as follows:


 


(a)     Organization
of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the
State of Illinois.


 


(b)     Authority.
(a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and to issue the Shares; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization
of the Company or its Board of Directors or stockholders is required; and (c) this Agreement has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.


 


(c)     Exemption
from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the
representations and warranties of the Subscriber set forth herein, may and shall be properly issued by the Company to the Subscriber
pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly
issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company’s performance of its obligations
under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the
Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or
other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the Subscriber
to personal liability by reason of the ownership thereof.


 


(d)     No
General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its affiliates nor any person
acting on its or their behalf (a) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to any of the Shares, or (b) made any offers or sales of any security or solicited
any offers to buy any security under any circumstances that would require registration of the Common Stock or other securities
of the Company under the Securities Act.


 


SECTION
5.


 


5.1     Commissions
and Fees. No commissions or finders fees will be paid in connection with the sale of Common Stock under this Agreement.


 


5.2     Indemnity.
The Subscriber agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and
their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any
false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber
herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.


 


5.3     Modification.
Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is sought.


 


5.4     Notices.
Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder
shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail,
return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.


 



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5.5     Counterparts.
This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and
each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties
are not signatories to the same counterpart. Signatures may be facsimiles.


 


5.6     Binding
Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person,
the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such person and its heirs, executors, beneficiaries, administrators
and successors.


 


5.7     Entire
Agreement. This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no
representations, covenants or other agreements except as stated or referred to herein and therein.


 


5.8     Assignability.
This Agreement is not transferable or assignable by the Subscriber.


 


5.9     Governing
Law, Arbitration. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall
be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal proceedings in equity or at law concerning the interpretation,
enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto
or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be held in the City of San Francisco,
California, United States of America in arbitration before the International Chamber of Commerce and shall be determined by three
arbitrators, and otherwise held in accordance with its rules. Each party shall choose one arbitrator and the two arbitrators shall
choose the third. The third arbitrator so chosen shall have a background in either corporate finance, banking or law. The arbitration
shall be conducted in the English language and the arbitration award shall include the allocation of costs and expenses among the
parties. The arbitration ruling shall be final and binding.


 


5.10     Pronouns.
The use herein of the masculine pronouns “him” or “his” or similar terms shall be deemed to include the feminine
and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.


 


5.11     Further
Assurances. Upon request from time to time, the Subscriber shall execute and deliver all documents, take all rightful oaths
and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counsel, to effect the
subscription for the Shares in accordance herewith.


 



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IN WITNESS WHEREOF, the Subscriber has executed
this Subscription Agreement on the __ day of June, 2012.


 


INDIVIDUAL INVESTOR:


 


_________________________________


 


PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER INVESTOR


 


_________________________________


(Name of Entity)


 


By: ______________________________


Name: ________________________


Title: ______________________________


Address:


 


Taxpayer Identification Number: _________________


 


ACCEPTANCE OF SUBSCRIPTION


 


(to be filled out only by the Company)


 


The Company hereby accepts the above application
for subscription for Shares on behalf of the Company.


 


Dated: __ day of ________2011


 


THE PAWS PET COMPANY, INC.


 


By: ______________________________


Name:


Title:


 


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