Exhibit 10.11 Document is copied.
STOCK SUBSCRIPTION AGREEMENT
xXxxxx.Xxx, Inc.
1. SUBSCRIPTION: The undersigned, Fonar Corporation (the "Subscriber") hereby
subscribes for the purchase of 270,000 Shares of Common Stock of xXxxxx.xxx,
Inc. an Oklahoma corporation (the "Company"), in consideration of the sum of
$270,000 in the form of 183,924 shares of Fonar Corporation Common Stock, and
submits the total subscription price with this subscription agreement. Such
subscription is subject to the following terms and conditions:
a. No certificate(s) for shares of Common Stock shall be issued to the
undersigned until the entire stock subscription price is paid; and,
b. The certificate(s) representing the shares of Common Stock delivered
pursuant to this subscription agreement shall bear a restrictive
legend and may not be transferred for a period of one (1) year from
the date of issuance:
The securities evidenced hereby have not been registered under the
Securities Act of 1933, as amended, nor any other applicable
securities act (the "Acts"), and may not be sold, transferred,
assigned, pledged or otherwise distributed, unless there is an
effective registration statement under such Acts covering such
securities or the Company receives an opinion of counsel for the
holder of these securities (concurred on by counsel for the Company)
stating that such sale, transfer, assignment, pledge or distribution
is exempt from the registration and prospectus delivery requirements
of such Acts.
2. REPRESENTATIONS AND WARRANTIES: The undersigned Subscriber hereby represents
and warrants to the Company:
a. THE UNDERSIGNED SUBSCRIBER UNDERSTANDS THAT THE COMPANY'S SHARES OF
COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION; ANY STATE SECURITIES
AGENCY, OR ANY FOREIGN SECURITIES AGENCY.
b. In the event the Subscriber is a resident of British Columbia or
Alberta, Canada, the Subscriber has reviewed and understands the
attached Addendum, applicable to such investors.
c. The undersigned Subscriber is not an underwriter and would be
acquiring the Shares solely for investment for his or her own account
and not with a view to, or for, resale in connection with any
distribution within the meaning of any federal securities act, state
securities act or any other applicable federal or state laws,
d. The undersigned Subscriber understands the speculative nature and
risks of investments associated with the Company, and confirms that
the Shares would be suitable and consistent with his or her investment
program; that his or her financial position enable him or her to bear
the risks of this investment; and, that there is no public market for
the shares of Common Stock subscribed for herein;
e. The shares of Common Stock subscribed for herein, may not be
transferred; encumbered, sold, hypothecated, or otherwise disposed of,
if such disposition will violate any federal and/or state securities
act. Disposition shall include, but is not limited to acts of selling,
assigning, transferring, pledging, encumbering, hypothecating, giving,
and any form of conveying, whether voluntary or not for a period of
one (1) year from the date of issuance;
f. To the extent that any federal, and/or state securities laws shall
require, the Subscriber hereby agrees that any shares of Common Stock
acquired pursuant to this Agreement shall be without preference as to
assets;
g. The Company is under no obligation to register or seek an exemption
under any federal securities act, state securities act, or any foreign
securities act for any shares of Common Stock of the Company or to
cause or permit such shares of Common Stock to be transferred in the
absence of any such registration or exemption.
h. The Subscriber has had the opportunity to ask questions of the Company
and has received additional information from the Company to the extent
that the Company possessed such information, necessary to evaluate the
merits and risks of any investment in the Company. Further, the
Subscriber has been given: (1) All material books, records and
financial statements of the Company; (2) all material contracts and
documents relating to the proposed transaction; and, (3) an
opportunity to question the appropriate executive officers of the
Company;
i. The Subscriber has satisfied the suitability standards imposed by his
or her place of residence;
j. The Subscriber has adequate means of providing for his current needs
and personal contingencies and has no need to sell the shares of
Common Stock in the foreseeable future (that is at the time of the
investment, Subscriber can afford to hold the investment for an
indefinite period of time);
k. The Subscriber has sufficient knowledge and experience in financial
matters to evaluate the merits and risks of this investment and
further, the Subscriber is capable of reading and interpreting
financial statements;
l. The Subscriber acknowledges that if he/she/it is a resident of the
State of Florida, he/she/it has the privilege of declaring this
transaction null and void, provided the Subscriber communicates such
intention to the Company in writing within three (3) days of the
tender of his/her/its consideration.
3. LIMITED POWER OF ATTORNEY: The undersigned Subscriber hereby constitutes and
appoints and grants to eMajix, his limited attorney-in-fact and agent to sign
for him and act in his name, place and stead, in any and all capacities to
execute any or all documents to be filed with the United States Securities and
Exchange Commission and any governmental agency, federal, state or otherwise in
connection with any securities filings, including, but not limited to:
amendments, exhibits, agreements, concerning shareholders granting said limited
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said limited
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
4. STATUS OF PURCHASER:
[X] I am not a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers.
[ ] I am a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers. Attached is a copy of an
agreement signed by the principal of the firm with which I am
affiliated agreeing to my participation in this investment.
5. MISCELLANEOUS: This Subscription Agreement shall be binding upon the parties
hereto, their heirs, executors, successors, and legal representatives. The law
of the State of Texas shall govern the rights of the parties to this Agreement.
This Agreement is not assignable without the prior written consent of the
Company, and any attempt to assign any rights, duties or obligations which arise
under this Agreement without the Company's prior express written consent shall
be void.
The undersigned Subscriber hereby declares and affirms that he or she has read
the within and foregoing subscription Agreement, and if applicable the Addendum
hereto, is familiar with the contents thereof and agrees to abide by these terms
and conditions therein set forth, and knows the statements therein to be true
and correct.
I hereby consent to the use of my name in any prospectus or registration
statement which may be filed in connection with any public offering of the
Company's securities.
IN WITNESS WHEREOF, the parties have executed this Subscription Agreement
this day of 1-17, 2001 at Melville, New York.
SUBSCRIBER
/s/Xxxxx X. Xxxxx
Corporate Secretary
FONAR CORPORATION
000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
ACCEPTED by: /s/ Xxxx Xxxxxx
xXxxxx.xxx, Inc.
BY: Xxxx Xxxxxx
Title: President
