Unassociated Document


     

    
       

      Exhibit
        10.1

       

      STOCK
        SUBSCRIPTION AGREEMENT

      


      


      This
        STOCK
        SUBSCRIPTION AGREEMENT
        is made
        as of the date appearing at the end of this agreement between First Transaction
        Management Inc., a Delaware corporation ("the Company"), and the investor
        whose
        name and signature appear at the end of this agreement ("the Investor").
        In
        consideration of the mutual promises contained herein and of other good and
        valuable consideration, the Company and the Investor mutually agree as
        follows:

      


      
        
          
            	1.	
                    The
                      Investor hereby purchases from the Company and the Company
                      hereby sells to
                      the Investor that number of shares of the Common Stock of the
                      Company set
                      forth at the end of this agreement ("the Securities") for an
                      aggregate
                      purchase price of $___________, upon the terms of payment also
                      set forth
                      at the end of this
                      agreement.

                  


          

        

      

      


      
        
          	2.	
                  The
                    Investor hereby represents and warrants as
                    follows:

                


        

      

      


      
        	 	
                a.
                  

              	
                The
                  Investor has had reasonable access to all information that the
                  Investor
                  deems material to the Investor's decision to make this investment,
                  and has
                  been provided with satisfactory answers from the Company to any
                  questions
                  that the Investor has had concerning the Company or this
                  offering.

              


      

      


      
        	 	
                b.
                  

              	
                The
                  Investor is acquiring the Securities solely for the Investor's
                  own
                  account, not as a nominee or agent and without any view to subsequent
                  resale, transfer or distribution of the Securities to others and
                  has no
                  present intention of selling, granting any participation in or
                  otherwise
                  distributing the Securities.

              


      

      


      
        	 	
                c.
                  

              	
                The
                  Investor understands that the Securities have not been registered
                  under
                  the Securities Act of 1933 or under the securities laws of any
                  state and,
                  therefore, cannot be resold unless any exemption from registration
                  is
                  available and that the Securities may be "restricted securities"
                  as that
                  term is defined in SEC Rule 144.

              


      

      


      
        	 	
                d.

              	
                The
                  Investor understands that the offer and sale of the Securities
                  is intended
                  to be exempt from registration under the Securities Act of 1933,
                  as
                  amended and exempt from registration under any state
                  law.

              


      

      


      
        	 	
                e.

              	
                Further,
                  the Investor understands that the Company is a “shell” company within the
                  definition of the Rule 12b-25 of the Securities Exchange Act of
                  1934, as
                  amended, and accordingly, is presently unable to sell the Securities
                  under
                  the “safe harbor” provisions of SEC Rule
                  144.

              


      

      


      
        	 	
                f.
                  

              	
                The
                  Investor is an "accredited investor" as that term is defined in
                  SEC Rule
                  501(a), is able to bear the economic risks of this investment for
                  an
                  indefinite period of time, could afford a complete loss of this
                  investment
                  and considers the Investor to be capable of evaluating this investment
                  on
                  the basis of prior business and investment experience and consultation
                  with such independence advisors as the Investor has
                  consulted.

              


      

      


      
        	
                3.
                  

              	
                The
                  Investor agrees not to sell, transfer or otherwise distribute the
                  Securities (a) without giving the Company thirty (30) days' advance
                  written notice and (b) unless the Securities are subsequently registered
                  under the Securities Act of 1933 and any applicable state securities
                  laws
                  or unless an exemption under applicable law is available for such
                  sale,
                  transfer or distribution.

              


      

      


      
        	
                4.
                  

              	
                The
                  Investor hereby indemnifies and agrees to hold harmless the Company
                  and
                  the Company's officers, directors and agents against any and all
                  loss,
                  liability, claim, damage and expense arising out of any breach
                  by the
                  Investor of any representation, warranty or covenant contained
                  in this
                  Agreement.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                5.

              	
                In
                  the event the Company proposes to file a registration statement
                  under the
                  Securities Act of 1933 with respect to an offering for its own
                  account of
                  any class of its equity securities (other than a registration statement
                  on
                  Form S-8 or Form S-4 (or any successor form) or any other registration
                  statement relating solely to employee benefit plans or filed in
                  connection
                  with an exchange offer, a transaction to which Rule 145 (or any
                  successor
                  provision) under the Securities Act of 1933 applies or an offering
                  of
                  securities solely to the Company’s existing shareholders), then the
                  Company shall in each case give written notice of such proposed
                  filing to
                  the Investor as soon as practicable (but no later than 20 business
                  days)
                  before the anticipated filing date, and such notice shall offer
                  the
                  Investor the opportunity to register such number of Securities
                  as the
                  Investor may request. The Investor desiring to have Securities
                  included in
                  such registration statement shall so advise the Company in writing
                  within
                  10 business days after the date on which the Company’s notice is so given,
                  setting forth the number of shares of Securities for which registration
                  is
                  requested. If as a result of the Investor’s election to register the
                  Securities, the total amount of securities to be registered exceed
                  the
                  limit imposed by Rule 415, then the number of shares of Securities
                  to be
                  registered and offered for the account of the Investor shall be
                  reduced
                  pro rata on the basis of the number of Securities requested by
                  such
                  Investor to be registered and offered to the extent necessary to
                  reduce
                  the total amount of securities to be included in the registration
                  statement to an amount that falls within the limits of Rule 415
                  (provided
                  that if securities are being registered and offered for the account
                  of
                  other persons or entities in addition to the Company, such reduction
                  shall
                  not be proportionally greater than any similar reductions imposed
                  on such
                  other persons or entities). If the Company’s offering is to be an
                  underwritten offering, the Company shall, subject to the further
                  provisions of this Agreement, use its reasonable best efforts to
                  cause the
                  managing underwriter or underwriters to permit the Investor to
                  include
                  such Securities in such offering on the same terms and conditions
                  as any
                  similar securities of the Company included therein. The right of
                  the
                  Investor to registration in connection with an underwritten offering
                  by
                  the Company shall, unless the Company otherwise assents, be conditioned
                  upon such Investor’s participation as a seller in such underwritten
                  offering and its execution of an underwriting agreement with the
                  managing
                  underwriter or underwriters selected by the Company. Notwithstanding
                  the
                  foregoing, if the managing underwriter or underwriters of such
                  offering
                  deliver a written opinion to the Company that either because of
                  (a) the
                  kind of securities that the Company, the Investor and any other
                  persons or
                  entities intend to include in such offering or (b) the size of
                  the
                  offering that the Company, the Investor and any other persons or
                  entities
                  intend to make, the success of the offering would be materially
                  and
                  adversely affected by inclusion of the Securities requested to
                  be
                  included, then (i) in the event that the size of the offering is
                  the basis
                  of such managing underwriter's opinion, the number of shares of
                  Securities
                  to be registered and offered for the account of the Investor shall
                  be
                  reduced pro rata on the basis of the number of Securities requested
                  by
                  such Investor to be registered and offered to the extent necessary
                  to
                  reduce the total amount of securities to be included in such offering
                  to
                  the amount recommended by such managing underwriter or underwriters
                  (provided that if securities are being registered and offered for
                  the
                  account of other persons or entities in addition to the Company,
                  such
                  reduction shall not be proportionally greater than any similar
                  reductions
                  imposed on such other persons or entities) and (ii) in the event
                  that the
                  combination of securities to be offered is the basis of such managing
                  underwriters opinion, (x) the Securities to be included in such
                  registration and offering shall be reduced as described in clause
                  (i)
                  above or (y) if such actions would, in the reasonable judgment
                  of the
                  managing underwriter, be insufficient to substantially eliminate
                  the
                  adverse effect that inclusion of the Securities requested to be
                  included
                  would have on such offering, such Securities will be excluded entirely
                  from such registration and offering. Any Securities excluded from
                  an
                  underwriting shall, if applicable, be withdrawn from registration
                  and
                  shall not, without the consent of the Company, be transferred in
                  a public
                  distribution prior to the earlier of ninety (90) days (or such
                  other
                  shorter period of time as the managing underwriter may require)
                  after the
                  effective date of the registration statement or ninety (90) days
                  after the
                  date the Investor is notified of such exclusion.
                  

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                6.

              	
                All
                  Registration Expenses (as defined herein) will be borne by the
                  Company.
                  Underwriting discounts and commissions applicable to the sale of
                  Securities shall be borne by the Investor to which such discount
                  or
                  commission relates, and the Investor shall be responsible for the
                  fees and
                  expenses of any legal counsel, accountants or other agents retained
                  by the
                  Investor and all other out-of-pocket expenses incurred by such
                  Investor in
                  connection with any registration under this Agreement. As used
                  herein, the
                  term Registration Expenses means all expenses incident to the Company’s
                  performance of or compliance with this Agreement (whether or not
                  the
                  registration in connection with which such expenses are incurred
                  ultimately becomes effective), including without limitation all
                  registration and filing fees, fees and expenses of compliance with
                  securities or blue sky laws (including reasonable fees and disbursements
                  of counsel in connection with blue sky qualifications of the Securities),
                  rating agency fees, printing expenses, the fees and expenses incurred
                  in
                  connection with the listing or admission for quotation of the Securities
                  to be registered an any securities exchange or quotation system
                  and fees
                  and disbursements of counsel for the Company and its independent
                  certified
                  public accountants (including the expenses of any special audit
                  or comfort
                  letters required by or incident to such performance), securities
                  act
                  liability insurance (if the Company elects to obtain such insurance),
                  the
                  reasonable fees and expenses of any special expert retained by
                  the Company
                  in connection with such registration and the fees and expenses
                  of other
                  persons retained by the Company.

              


      

      


      
        	7.	
                This
                  Agreement shall be interpreted, construed and enforced and its
                  construction and performance shall be governed by the laws of the
                  State of
                  New York without regard to principles of conflicts of laws, except
                  to the
                  extent that Federal law may apply. Any dispute shall be subject
                  to the
                  jurisdiction of the courts of New York, New York and the parties
                  agree to
                  subject themselves to the jurisdiction of the courts in New York
                  county,
                  New York.

              


      

      


      


      IN
        WITNESS WHEREOF, the Company and the Investor have duly executed this Agreement
        as of the date set forth below.

      


      
        	
                October
                  21, 2008

              	 
	
                 

              	 
	
                TAX
                  ID #: 

              	 
	
                 

                FIRST
                  TRANSACTION MANAGEMENT, INC.

              	
                INVESTOR

              
	
                /s/_____________________

              	
                 

                 

                 

                 

                /s/_____________________

              
	 	 
	
                 

              	 
	
                 

              	
                Number
                  of Securities Purchased:
                  

              
	 	Terms
                of Purchase:
                Delivery of Securities to be made upon payment in full of the purchase
                price