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EXHIBIT 10.11
Purchaser: _________________
SUBSCRIPTION AGREEMENT
ARISTO INTERNATIONAL CORPORATION
Aristo International Corporation
000 Xxxx 00 Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
1. Subscription. The undersigned hereby subscribes for and agrees to
purchase from Aristo International Corporation, a Delaware corporation (the
"Company"), an aggregate of __________ shares of the common stock, par value
$.001 per share (the "Shares"), of the Company, at a purchase price of $_______
per Share. Upon execution of this Agreement by both the undersigned and the
Company, this Agreement will be binding between the undersigned and the Company
with respect to the terms and conditions described below.
2. Amount and Method of Payment. The undersigned understands and
acknowledges that the aggregate purchase price to be remitted to the Company in
exchange for the Shares shall be $_____________. The undersigned agrees to pay
for the Shares simultaneously with the execution hereof, against delivery of
certificates representing the number of Shares subscribed for.
3. Representations and Warranties of the Purchaser. The undersigned
acknowledges, represents, warrants and agrees as follows:
(a) Accredited Investor. The undersigned is aware of what
constitutes an "Accredited Investor" as that term is defined under Regulation D
promulgated under the Securities Act of 1933, as amended (the "Act"), and under
the laws, if any, of each state governing the undersigned, and the undersigned
is an Accredited Investor for purposes of Regulation D and the laws, if any, of
the state governing the undersigned. The undersigned is able to bear the
economic risks of this investment and, consequently, without limiting the
generality of the foregoing, the undersigned is able to hold the Shares for an
indefinite period of time and has a sufficient net worth to sustain a loss of
its entire investment in the Company in the event such loss should occur.
(b) Evaluation of Risks. The undersigned has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of, and bearing the
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economic risks entailed by, an investment in the Company and of protecting the
undersigned's interests in connection with this transaction. The undersigned
recognizes that the undersigned's investment in the Company involves a high
degree of risk.
(c) Due Diligence. The undersigned and/or the undersigned's
advisor(s) has received such documents from the Company as requested by the
undersigned, has carefully reviewed such documents, has had the opportunity to
obtain any additional information necessary to verify the accuracy of the
information contained in such documents and has been given the opportunity to
meet with representatives of the Company and to have them answer any questions
and provide any additional information regarding the terms and conditions of
this particular investment deemed relevant by the undersigned, and all questions
have been answered and requested information provided to the undersigned's full
satisfaction. In making his decision to purchase the Shares, the undersigned has
relied solely upon his review of the documents referred to above and this
Agreement and independent investigations made by it or its representatives.
(d) Independent Counsel. The undersigned acknowledges that he
has been advised to consult with his own attorney regarding legal matters
concerning the Company and to consult with his tax advisor regarding the tax
consequences of acquiring the Shares.
(e) No Distribution. The undersigned is acquiring the Shares
for his own account for investment and not with a view to or for resale in
connection with any distribution of the Shares. The undersigned has not offered
or sold any portion of the Shares and has no present intention of dividing the
Shares with others or of selling, distributing or otherwise disposing of any
portion of the Shares either concurrently or after the passage of a fixed or
determinable period of time or upon the occurance or non-occurance of any
predetermined event or circumstance.
(f) No Registration. The undersigned understands that the sale
of the shares has not been registered under the Act in reliance upon an
exemption therefrom for non-public or limited offerings. The undersigned
understands that the Shares must be held indefinitely unless the sale or other
transfer is subsequently registered under the Act or an exemption from such
registration is available at that time.
(g) Transfer Restrictions. The undersigned understands and
agrees that in addition to the restrictions set forth in this Agreement, the
following restrictions and limitations are applicable to his purchase and any
resales, pledges, hypothecations or other transfers of the Shares:
(i) The following legend reflecting all applicable
restrictions will be placed on any certificate(s) or
other document(s) evidencing the Shares and the
undersigned must comply with the terms and conditions
set forth in such legend prior to any resales,
pledges, hypothecations or other transfers of the
Shares:
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"The securities represented by this certificate have
not been registered and may not be transferred unless
(A) the stockholder wishing to transfer such
securities provides an opinion of counsel reasonably
concurred in by counsel for Aristo International
Corporation (the "Company") stating that the proposed
transfer of the Company's securities is exempt from
the registration provisions of all applicable federal
and state laws; or (B) said securities have been
registered pursuant to the Securities Act of 1933, as
amended."
(ii) Stop transfer instructions have been or will be
placed on any certificates or other documents
evidencing the securities so as to restrict the
resale, pledge, hypothecation or other transfer
thereof in accordance with the provisions hereof.
(h) No Advertisements. The undersigned 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.
(i) Capacity of Undersigned. The undersigned has full power
and authority to enter into this Agreement and this Agreement constitutes a
valid and legally binding obligation of the undersigned. The undersigned has
adequate means of providing for his current financial needs and contingencies,
is able to bear the substantial economic risks of an investment in the Shares
for an indefinite period of time, has no need for liquidity in such investment,
and, at the present time, could afford a complete loss of such investment.
(j) Indemnity. The undersigned shall indemnify and hold
harmless the Company and each officer, director or control person of the
Company, who is or may be a party or is or may be threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of or arising from
any actual or alleged misrepresentation or misstatement of facts or omission to
represent or state facts made or alleged to have been made by the undersigned to
the Company, or omitted or alleged to have been omitted by the undersigned,
concerning the undersigned, or his authority to invest or financial position in
connection with the offering or sale of the Shares, including, without
limitation, any such misrepresentation, misstatement or omission contained
herein or any other document submitted by the undersigned, against losses,
liabilities and expenses for which the Company, or any officer, director or
control person of the Company has not otherwise been reimbursed (including
attorneys' fees, judgments, fines, and amounts paid in settlement) actually and
reasonably incurred by the Company or such officer, director or control person
in connection with such action, suit or proceeding.
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(k) IN MAKING AN INVESTMENT DECISION THE UNDERSIGNED MUST RELY
ON HIS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(l) THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED FOR
SALE TO THE PUBLIC UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY OTHER SECURITIES LAWS, AND WILL BE OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. CONSEQUENTLY, THE
SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED OR DELIVERED BY ANY
INVESTOR EXCEPT, IN THE OPINION OF COUNSEL, FOR OR SATISFACTORY TO THE COMPANY,
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IN
ACCORDANCE WITH APPLICABLE STATE OR OTHER SECURITIES LAWS. THE SHARES WILL BEAR
A RESTRICTIVE LEGEND TO THE FOREGOING EFFECT, AND EACH INVESTOR MUST SIGN AN
INVESTMENT REPRESENTATION CONSISTENT WITH THE FOREGOING.
4. Representations and Warranties of the Company. The Company
acknowledges, represents, warrants and agrees as follows:
(a) Organization and Authorization. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Delaware and has all requisite corporate power and authority to
own and operate its properties and assets and to carry on its business as
currently conducted. The Company is not in default or violation of any term or
provision of its Certificate of Incorporation or Bylaws nor will the
consummation of the transactions contemplated by this Agreement cause any such
default or violation. The Company has all requisite corporate power and
authority to enter into this Agreement, to sell Shares hereunder and to carry
out and perform its obligations under the terms of this Agreement. This
Agreement is a valid and binding obligation of the Company, enforceable in
accordance with its terms.
(b) Capitalization. The authorized capital stock of the
Company consists of 19,000,000 shares of common stock, par value $.001 per
share, and 1,000,000 shares of preferred stock, par value $.001 per share. Upon
issuance of the Shares pursuant to the terms of this Agreement and payment
therefor, the Shares will be duly authorized, validly issued, fully paid and
nonassessable. Upon issuance, the Shares will not be subject to any preemptive
or other preferential rights or similar statutory or contractual rights.
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5. Registration Rights.
5.1 If the Company proposes to register any securities of the
Company under the Securities Act of 1933 on any registration form (other than
for the registration of securities to be offered and sold by the Company
pursuant to (a) an employee benefit plan, (b) a dividend or interest
reinvestment plan, (c) other similar plans or (d) reclassifications of
securities, mergers, consolidations and acquisitions of assets) permitting a
secondary offering or distribution, not less than forty-five (45) days prior to
each such registration the Company shall give to the shareholder (the "Holder")
written notice of such proposal which shall describe in detail the proposed
registration and distribution (including those jurisdictions where registration
or qualification under the securities or Blue Sky laws is intended) and, upon
the written request of the Holder furnished within thirty (30) days after the
date of any such notice, proceed to include in such registration any shares
requested to be registered, referred to as the "Piggy-Back Shares," as have been
requested by any such Holder to be included in such registration. The Holder
shall in its request describe briefly the proposed disposition of such shares of
stock. The Company will in each instance use its best efforts to cause all such
Piggy-Back Shares to be registered under the Securities Act of 1933 and
qualified under the securities or Blue Sky laws of any jurisdiction requested by
a prospective seller, all to the extent necessary to permit the sale or other
disposition thereof (in the manner stated in such request) by a prospective
seller of the securities so registered.
5.2 If the managing underwriter, who shall be selected by the
Company, advises the Company in writing that, in its opinion, the inclusion of
the Piggy-Back Shares with the securities being registered by the Company or
other prospective sellers would exceed the amount of securities that can be
successfully offered then there shall be included in such offering the number of
such securities which the underwriter believes will not jeopardize the success
of the offering.
5.3 The Holder who has requested shares of stock to be
included in a registration pursuant to this Section 5, by acceptance hereof or
thereof, agrees to (a) the selection by the Company or such other security
holder of the underwriter to manage such registration and (b) execute an
underwriting agreement with such underwriter that is (i) reasonably satisfactory
to such holder and (ii) in customary form.
6. Miscellaneous.
(a) The undersigned agrees not to transfer or assign this
Agreement, or any of the undersigned's interest herein.
(b) This Agreement, together with all other documents referred
to herein, constitutes the entire agreement between the undersigned and the
Company with respect to the subject matter hereof. This Agreement may be amended
only by a writing executed by both of them.
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(c) This Agreement shall be enforced and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws thereof.
(d) This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned has executed this Agreement at
, this day of , 199 .
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Name of Purchaser
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Signature of Purchaser
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Address
SUBSCRIPTION ACCEPTED:
ARISTO INTERNATIONAL CORPORATION
By:
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Xxxxx Xxxxx, President
Date: , 199
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