ex43.htm


    


     

    Subscription
      Agreement

     

    METASwarm
      Holdings, Inc.

    530
      S.
      Lake Ave., #186, Pasadena CA 91101

     

    THIS
      SUBSCRIPTION AGREEMENT made this xxx day of (month), (year) by and
      between MetaSwarm Holdings, Inc., a Nevada corporation (hereinafter “Issuer” or
“Company”),
      and the undersigned Subscriber (hereinafter “Subscriber”), who, for and in
      consideration of the mutual promises and covenants set forth herein, do hereto
      agree as follows:

     

    
      	
              1.

            	
              Subscription.  The
                Subscriber hereby subscribes for 1,000 Shares (hereinafter “Shares” or
                “securities”) of the COMPANY, at a price of $0.10 per Share, and herewith
                tenders to the Issuer a promissory note for the subscription in the
                amount
                of $100.00 which the Subscriber tenders herewith as payment for the
                Shares.  Each Share consists of one share of $.001 par value
                common stock of the Company.  This Subscription Agreement
                (hereinafter “Subscription”) is an irrevocable offer by the Subscriber to
                subscribe for the securities offered by the Issuer, and, subject
                to the
                terms hereof, shall become a contract for the sale of said securities
                upon
                acceptance thereof by the Issuer.

            


    

     

    
      	
              2.

            	
              Acceptance.  This
                Subscription Agreement is made subject to the Issuer’s discretionary right
                to accept or reject the Subscription herein.  The Subscriber
                will be notified upon closing of the offering whether the Subscription
                has
                been accepted.   If the Issuer for any reason rejects this
                Subscription, the Subscription will be refunded in full, without
                interest,
                and this Subscription Agreement shall be null, void and of no
                effect.  Acceptance of this Subscription by the Issuer will be
                evidenced by the execution hereof by an officer of the
                Issuer.

            


    

     

    
      	
              3.

            	
              Subscriber
                Representations.  The Subscriber hereby represents,
                warrants and agrees that:

            


    

     

    
      	
            	
              (a)

            	
              The
                Subscriber has had an opportunity to ask questions and receive information
                from the Company.

            


    

     

    
      	
            	
              (b)

            	
              The
                Subscriber’s
                representations in this Agreement are complete and accurate to the
                best of
                the Subscriber’s
                knowledge, and the Company and any sales agent may rely upon
                them.  The Subscriber will notify the Company and any such agent
                immediately if any material change occurs in any of this information
                before the sale of the Shares.

            


    

     

    
      	
            	
              (c)

            	
              The
                Subscriber is an "accredited investor" as defined by Regulation D
                as set
                forth below;

            


    

     

    According
      to Rule 501(a) of Regulation D, "accredited investor" means any person who
      comes
      within any of the following categories, or who the Issuer reasonably believes
      comes within any of the following categories, at the time of the sale of the
      Shares to that person:

     

    
      	
            	
              (i)

            	
              Any
                bank as defined in section 3(a)(2) of the Act, or any savings and
                loan
                association or other institution as defined in section 3(a)(5)(A)
                of the
                Act whether acting in its individual or fiduciary capacity; any broker
                or
                dealer registered pursuant to section 15 of the Securities Exchange
                Act of
                1934; an insurance company as defined in section 2(13) of the Act;
                an
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in section 2(a)(48) of
                that Act;
                a Small business Investment Company licensed by the U.S. Small Business
                Administration under section 301(c) or (d) of the Small Business
                Investment Act of 1958; any plan established and maintained by a
                State,
                its political subdivisions, or any agency or instrumentality of a
                State or
                its political subdivisions, for the benefit of its employees, if
                such plan
                has total assets in excess of $5,000,000; any employee benefit plan
                within
                the meaning of the Employee Retirement Income Security Act of 1974,
                if the
                investment decision is made by a plan fiduciary, as defined in section
                3(21) of such Act, which is either a bank, savings and loan association,
                insurance company, or registered investment adviser, or if the employee
                benefit plan has total assets in excess of $5,000,000 or, if a
                self-directed plan, with investment decisions made solely by persons
                that
                are accredited investors;

            


    


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	
              (ii)

            	
              Any
                private business development company as defined in section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

     

    
      	
            	
              (iii)

            	
              Any
                organization described in section 501(c)(3) of the Internal Revenue
                Code,
                corporation, Massachusetts or similar business trust, or partnership,
                not
                formed for the specific purpose of acquiring the securities offered,
                with
                total assets in excess of
                $5,000,000;

            


    

     

    
      	
            	
              (iv)

            	
              Any
                director, executive officer, or general partner of the issuer of
                the
                securities being offered or sold, or any director, executive officer,
                or
                general partner of that issuer;

            


    

     

    
      	
            	
              (v)

            	
              Any
                natural person whose individual net worth, or joint net worth with
                that
                person's spouse, at the time of his purchase exceeds
                $1,000,000;

            


    

     

    
      	
            	
              (vi)

            	
              Any
                natural person who had individual income in excess of $200,000 in
                each of
                the two most recent years or joint income with that person's spouse
                in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching the same income level in the current
                year;

            


    

     

    
      	
            	
              (vii)

            	
              Any
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the securities offered, whose purchase
                is
                directed by a sophisticated person as described in section
                30.506(b)(2)(ii); and

            


    

     

    
      	
            	
              (viii)

            	
              Any
                entity in which all of the equity owners are accredited
                investors.

            


    

     

    
      	
            	
              (d)

            	
              The
                Subscriber is able to bear the economic risk of an investment in
                the
                securities for an indefinite period of time, can afford to risk the
                loss
                of the entire investment in the securities, and will, after making
                an
                investment in the securities, have sufficient means of providing
                for
                current needs and possible future contingencies without reliance
                upon this
                investment.  Additionally, the Subscriber’s overall commitment
                to investments that are not readily marketable is not disproportionate
                to
                the Subscriber’s net worth and this Subscription will not cause such
                overall commitment to become
                excessive.

            


    

     

    
      	
            	
              (e)

            	
              The
                Subscriber understands and acknowledges that the securities are being
                offered and sold in reliance upon an exemption from registration
                under
                Section 4(6) under the Securities Act of 1933 (hereinafter “Securities
                Act”), and are therefore subject to the limitations on resale pursuant
                to
                Rule 144.  Further the Subscriber understands the securities
                subscribed for herein are being acquired for the Subscriber’s
                own account and risk, and not on behalf of any other person and are
                being
                purchased by the Subscriber for investment and not with a view to
                the
                distribution of the securities.  The Subscriber is aware that
                although there are no legal restrictions on the transferability of
                the
                securities, the Subscriber must register the securities or have an
                exemption from registration before the Subscriber may resell the
                securities.  Further the Subscriber understands, there is
                presently a very limited public market for the securities and no
                assurance
                of a future public market for the securities, and, accordingly, it
                is
                unlikely that the Subscriber will be readily able to liquidate an
                investment in the securities.

            


    

     

    The
      undersigned understands that the securities have not been registered, but are
      being acquired by reason of a specific exemption under the Securities Act as
      well as under certain state statutes for transactions by an issuer not involving
      any public offering and that any disposition of the subject securities may,
      under certain circumstances, be inconsistent with this exemption and may make
      the undersigned an "underwriter" within the meaning of the Securities
      Act.  It is understood that the definition of an "underwriter" focuses
      on the concept of "distribution" and that any subsequent disposition of the
      subject securities can only be effected in transactions that are not considered
      distributions.  Generally, the term "distribution" is considered
      synonymous with "public offering" or any other offer or sale involving general
      solicitation or general advertising.  Under present law, in
      determining whether a  distribution occurs when securities are sold
      into the public market, under certain circumstances one must consider the
      availability of public information regarding the issuer, a holding period for
      the securities sufficient to assure that the persons desiring to sell the
      securities without registration first bear the economic risk of their
      investment, an a limitation on the number of securities which the stockholder
      is
      permitted to sell and on the manner of sale, thereby reducing the potential
      impact of the sale on the trading markets.  These criteria are set
      forth specifically in rule 144 promulgated under the Securities
      Act.  After one year from the later of the date the securities are
      acquired from the Issuer or an affiliate of the Issuer and the full purchase
      price or other consideration is paid, all as calculated in accordance with
      rule
      144(d), sales of the securities in reliance on rule 144 can only be made in
      limited amounts in accordance with the terms and conditions of that
      rule.  After two years from the date the securities are fully paid
      for, as calculated in accordance with rule 144(d), it can generally be sold
      without meeting these conditions provided the holder is not (and has not been
      for the preceding three months) an affiliate of the issuer.

    

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      The
        undersigned acknowledges that the securities must be held and may not be
        sold,
        transferred, or otherwise disposed of for value unless it is subsequently
        registered under the Securities Act or an exemption from such registration
        is
        available; the Issuer is under no obligation to register the securities under
        the Securities Act or under section 12 of the Securities Exchange Act of
        1934,
        as amended, except as may be expressly agreed to be it in writing; if rule
        144
        is available, and no assurance is given that it will be, initially only routine
        sales of such securities in limited amounts can be made in reliance on rule
        144
        in accordance with the terms and conditions of that rule; the Issuer is under
        no
        obligation to the undersigned to make rule 144 available, compliance with
        regulation A or some other exemption may be required before the undersigned
        can
        sell, transfer, or otherwise dispose of such securities without registration
        under the Securities Act; the Issuer's registrar and transfer agent will
        maintain a stop transfer order against the registration of transfer of the
        securities; and the certificate representing the securities will bear a legend
        in substantially the following form so restricting the sale of such
        securities.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE "RESTRICTED
        SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES
        ACT.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
        SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
        EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES
        ACT.

       

      The
        Issuer may refuse to register transfer of the securities in the absence of
        compliance with rule 144 unless the undersigned furnishes the Issuer with
        a
        "no-action" or interpretative letter from the Securities and Exchange Commission
        or an opinion of counsel reasonably acceptable to the Issuer stating that
        the
        transfer is proper; further, unless such letter or opinion states that the
        securities are free of any restrictions under the Securities Act, the Issuer
        may
        refuse to transfer the securities to any transferee who does not furnish
        in
        writing to the Issuer the same representations and agree to the same conditions
        with respect to such securities as are set forth herein.  The Issuer
        may also refuse to transfer the securities if any circumstances are present
        reasonably indicating that the transferee's representations are not
        accurate.

       

      
        	
              	
                (f)

              	
                The
                  Subscriber hereby agrees that he does not have the right to cancel
                  this
                  Subscription Agreement, which shall survive the death, disability,
                  or the
                  cessation of existence as a legal entity, of the
                  Subscriber.  Further, the Subscriber agrees that he does not
                  have the right, and will not attempt, to transfer his interest
                  herein.

              


      

       

      
        	
              	
                (g)

              	
                The
                  Subscriber has had access to any and all information concerning
                  the
                  Issuer  whom the Subscriber and the Subscriber’s
                  financial, tax and legal advisors required or considered necessary
                  to make
                  a proper evaluation of this investment.  In making the decision
                  solely upon their own independent investigations, and fully understand
                  that there are no guarantees, assurances or promises in connection
                  with
                  any investment hereunder and understand that the particular tax
                  consequences arising from this investment in the Issuer will depend
                  upon
                  the Subscriber’s
                  individual circumstances.  The Subscriber further
                  understands that no opinion is being given as to any securities
                  matters
                  involving the offering.

              


      

       

      
        	
              	
                (h)

              	
                The
                  Subscriber shall indemnify and hold the Issuer harmless from all
                  costs and
                  expenses, including reasonable attorney’s
                  fees, incurred by the Issuer as a result of a breach hereof by
                  the
                  Subscriber. Further, all of the representations and warranties
                  of the
                  Subscriber contained herein and all information furnished by the
                  Subscriber to the Issuer are true, correct and complete in all
                  respects,
                  and the Subscriber agrees to notify the Issuer immediately of any
                  change
                  in any representation, warranty or other information set forth
                  herein.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	
              	
                (i)

              	
                The
                  Subscriber has been given the unrestricted opportunity to ask questions
                  of, and receive answers from the Issuer, or persons acting on its
                  behalf,
                  concerning the terms and conditions of, and all other matters relating
                  to
                  the offering, and has been given the unrestricted opportunity to
                  obtain
                  such additional information with respect to the offering as he
                  has
                  desired, including, but not limited to, any additional information
                  necessary to verify the accuracy of the information set forth in
                  the
                  attached documentation.  The undersigned has carefully read all
                  material identified as being attached hereto and has no further
                  questions
                  with respect thereto.

              


      

       

      
        	
              	
                (j)

              	
                The
                  Subscriber knows that the securities subscribed for herein are
                  offered and
                  sold pursuant to exemptions from registration and the Securities
                  Act of
                  1933, and state securities law based, in part, on these warranties
                  and
                  representatives, which are the very essence of this Subscription
                  Agreement, and constitute a material part of the bargained-for
                  consideration without which this Agreement would not have been
                  executed.

              


      

       

      
        	
              	
                (k)

              	
                By
                  reason of the Subscriber’s
                  business or financial experience, the Subscriber has the capacity
                  to
                  protect his own interest in connection with this transaction or
                  has a
                  pre-existing personal or business relationship with the company
                  or one or
                  more of its officers, directors or controlling persons consisting
                  of
                  personal or business contacts of a nature and duration such as
                  would
                  enable a reasonably prudent purchaser to be aware of the character,
                  business acumen and general business and financial circumstances
                  of such
                  person with whom such relationship
                  exists.

              


      

       

      
        	
              	
                (l)

              	
                This
                  Agreement when fully executed and delivered to the Company will
                  constitute
                  a valid and legally binding obligation of the Subscriber, enforceable
                  in
                  accordance with its terms.  The Subscriber, if it is a
                  partnership, joint venture, corporation, trust or other entity,
                  was not
                  formed or organized for the specific purpose of acquiring the
                  Shares.  The purchase of the Shares by the Subscriber, if it is
                  an entity investor, is a permissible investment, declaration of
                  trust or
                  other similar charter document, and has been duly approved by all
                  requisite action by the entity’s
                  owners, directors, officers or other authorized managers.  The
                  person signing this document and all documents necessary to consummate
                  the
                  purchase of the Shares has all requisite authority to sign such
                  document
                  on behalf of the Subscriber, if it is an entity
                  investor.

              


      

       

      
        	
              	
                (m)

              	
                In
                  connection with this offering the Subscriber has received certain
                  information from the Company which the Subscriber has reviewed
                  and is
                  familiar with the contents.  The Subscriber has not duplicated
                  or distributed this information to anyone other than his Purchaser
                  Representative or other personal advisors, and will not do so in
                  the
                  future.

              


      

       

      
        	
              	
                (n)

              	
                The
                  Shares offered hereby were not offered to the Subscriber by way
                  of general
                  solicitation or general advertising and at no time was the Subscriber
                  presented with or solicited by means of any leaflet, public promotional
                  meeting, circular, newspaper or magazine article, radio or television
                  advertisement.

              


      

       

      
        	
                4.

              	
                Governing
                  Law.  This Subscription shall be governed by the laws
                  of the state of Nevada.

              


      

       

      
        	
                5.

              	
                Entire
                  Agreement.  This Subscription Agreement together with
                  the other documents executed contemporaneously herewith, constitute
                  the
                  entire agreement between the parties with respect to the matters
                  covered
                  thereby, and may only be amended by a writing executed by all parties
                  hereto.

              


      

       

      
        	
                6.

              	
                Survival
                  of Representations.  The representations, warranties,
                  acknowledgments and agreements made by the Subscriber shall survive
                  the
                  acceptance of this Subscription and run in favor of, and for the
                  benefit
                  of, the Issuer.

              


      

      
 

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

       

      
        	
                7.

              	
                Waiver.  No
                  waiver or modification of any of the terms of this Agreement shall
                  be
                  valid unless in writing.  No waiver of a breach of, or default
                  under, any provision hereof shall be deemed a waiver of such provision
                  or
                  of any subsequent breach or default of the same or similar nature
                  or of
                  any other provision or condition of this
                  Agreement.

              


      

       

      
        	
                8.

              	
                Counterparts.  This
                  Agreement may be executed in two or more counterparts, each of
                  which shall
                  be deemed an original, but all of which together shall constitute
                  one and
                  the same instrument.

              


      

       

      
        	
                9.

              	
                Notices.  Except
                  as otherwise required in this Agreement, any notice required or
                  permitted
                  under this Agreement shall be given in writing and shall be deemed
                  effectively given upon personal delivery or upon deposit with the
                  United
                  States Post Office, by registered or certified mail, postage prepaid,
                  addressed to the last known address of the
                  party.

              


      

       

      
        	
                10.

              	
                Non-Assign
                  Ability.  The obligations of the Subscriber hereunder
                  shall not be delegated or assigned to any other party without the
                  prior
                  written consent of the Company.

              


      

       

      
        	
                11.

              	
                Expenses.  Each
                  party shall pay all of its costs and expenses that it incurs with
                  respect
                  to the negotiation, execution and delivery of this
                  Agreement.

              


      

       

      
        	
                12.

              	
                Form
                  of Ownership.  Please indicate the form of ownership
                  that the Subscriber desires for the
                  Shares:

              


      

       

      Individual

      Joint
        Tenants with Right of
        Survivorship

      Tenants
        in Common

      Community
        Property

      Trust

      Corporation

      Partnership

      Other:                                              

       

      


      
        	
                Subscriber:

              	 	 
	 	 	 
	
                (name)

                SSN:
                  xxx

              	 	
                Date

              


      

       

      


       

      
        	
                Accepted:
                  Company

              	 	 
	 	 	 
	
                Marvin
                  Shannon

                Chairman
                  and CEO

              	 	
                Date

              


      

       

      Number
        of
        Shares Subscribed for Purchase:  1,000

       

    

    
 

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