MED-X, INC.
SUBSCRIPTION AGREEMENT
Med-X, Inc.
0 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Receipt of Common Stock in connection with a Merger
Gentlemen:
1. Merger. The undersigned hereby agrees to accept shares of the
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common stock, no par value per share (the "Shares") of Med-X, Inc., a Nevada
corporation (the "Company") indicated below in accordance with the terms of that
certain Plan And Agreement of Triangular Merger (the "Plan of Merger") between
Med-X Systems, Inc., Cranston, Inc., a Nevada Corporation, and Cranston, Inc., a
New York corporation, of even date herewith (the "Offering"). The Plan of
Merger is expressly incorporated herein by reference for all purposes.
The undersigned hereby irrevocably offers to receive ___ Shares in exchange
for ___ shares of the undersigned owned in Cranston, Inc., a New York
corporation.
2. Representations and Warranties of the Investor. The undersigned
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represents and warrants as follows:
(a) The undersigned has received information provided to him in
writing by the Company, or information from books and records of the Company, as
specified below. The undersigned understands that all documents, records and
books pertaining to this investment have been made available for inspection by
him, his attorney and/or his accountant and/or his "Purchaser Representative" as
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), and that the books and records of the Company will be
available, upon reasonable notice, for inspection by investors during reasonable
business hours at the Company's principal place of business. The undersigned
and/or his advisers have had a reasonable opportunity to ask questions of and
receive answers from the Company, or a person or persons acting on its behalf,
concerning the Offering, and all such questions have been answered to the full
satisfaction of the undersigned. No oral representations have been made and, to
the extent oral information has been furnished to the undersigned or his
advisers in connection with the Offering, such information was consistent with
all written information furnished.
(b) Specifically, the undersigned was provided with access to the
Company's filings with the Securities and Exchange Commission, including the
following:
(i) The Company's annual report to stockholders for the most
recent fiscal year, the definitive proxy statement filed in connection with that
annual report, and, if requested by the undersigned in writing, a copy of the
Company's most recent Form 10-KSB under the Securities Exchange Act of 1934, as
amended.
(ii) The information contained in an annual report on Form
10-KSB under the Exchange Act.
(iii) The information contained in any reports or documents
required to be filed by the Company under Sections 13(a), 14(a), 14(c), and
15(d) of the Exchange Act since the distribution or filing of the reports
specified above.
(iv) A brief description of the securities being offered, and
any material changes in the Company's affairs that are not disclosed in the
documents furnished.
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(c) The undersigned (i) has adequate means of providing for his
current needs and possible personal contingencies, (ii) has no need for
liquidity in this investment, (iii) is able to bear the economic risks of an
investment in the Shares for an indefinite period, and (iv) at the present time,
could afford a complete loss of such investment.
(d) The undersigned recognizes that the Shares as an investment
involves special risks, including those disclosed to the undersigned by the
Company.
(e) The undersigned understands that the Shares have not been nor
will be registered under the Securities Act or the securities laws of any state,
in reliance upon an exemption therefrom for non-public offerings. The
undersigned understands that the Shares must be held indefinitely unless they
are subsequently registered, or an exemption from such registration is
available. The undersigned further understands that the Company is under no
obligation to register the Shares on his behalf or to assist him in complying
with any exemption from registration.
(f) The Shares are being received solely for his own account for
investment and not for the account of any other person and not for distribution,
assignment, or resale to others and no other person has a direct or indirect
beneficial interest in the Shares. The undersigned or his advisers have such
knowledge and experience in financial, tax, and business matters to enable him
to utilize the information made available to him in connection with the Offering
to evaluate the merits and risks of the prospective investment and to make an
informed investment decision with respect thereto.
(g) The undersigned, if a corporation, partnership, trust, or
other entity, is authorized and otherwise duly qualified to receive and hold the
Shares.
(h) All information which the undersigned has provided to the
Company concerning himself, his financial position, and his knowledge of
financial and business matters, or, in the case of a corporation, partnership,
trust or other entity, the knowledge of financial and business matters of the
person making the investment decision on behalf of such entity, is correct and
complete as of the date set forth at the end hereof, and if there should be any
adverse change in such information prior to his subscription being accepted, he
will immediately provide the Company with such information.
(i) The undersigned understands and agrees that the following
restrictions and limitations are applicable to his receipt and his resales,
hypothecations or other transfers of the Shares pursuant to Regulation D under
the Securities Act:
(i) The undersigned agrees that the Shares shall not be sold,
pledged, hypothecated or otherwise transferred unless the Shares are registered
under the Securities Act, and the securities laws of any state or is exempt
therefrom;
(ii) A legend in substantially the following form has been or
will be placed on any certificate(s) or other document(s) evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY
STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO
THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
(iii) Stop transfer instructions to the transfer agent of the
Shares have been or will be placed with respect to the Shares so as to restrict
the resale, pledge, hypothecation or other transfer thereof, subject to the
further items hereof, including the provisions of the legend set forth in
subparagraph (ii) above; and
(iv) The legend and stop transfer instructions described in
subparagraphs (ii) and (iii) above will be placed with respect to any new
certificate(s) or other document(s) issued upon presentment by the undersigned
of certificate(s) or other document(s) for transfer.
(j) The undersigned understands that neither the Securities and
Exchange Commission nor the securities commission of any state has made any
finding or determination relating to the fairness for public investment in the
Shares and that the Securities and Exchange Commission as well as the securities
commission of any state will not recommend or endorse any offering of
securities.
(k) The undersigned acknowledges and is aware that it never has
been represented, guaranteed, or warranted to him by the Company, its directors,
officers, agents or employees, or any other person, expressly or by implication,
that the limited past performance or experience on the part of the Company, or
any future projections will in any way indicate the predictable results of the
ownership of the Shares or of the overall financial performance of the Company.
(l) The undersigned acknowledges that
_________________________________ (complete if applicable) has acted as the
"Purchaser Representative" as defined in Regulation D promulgated under the
Securities Act, and (i) that he can bear the economic risk of this investment;
(ii) he has relied upon the advice of the Purchaser Representative as to the
merits of an investment in the Company and the suitability of such investment
for the undersigned; and (iii) the Purchaser Representative has confirmed to
him, in writing, any past, present or future material relationship, actual or
contemplated, between the Purchaser Representative or its affiliates and the
Company or its affiliates.
(m) The undersigned acknowledges that the Company has made
available to him or the Purchaser Representative, if any, or other personal
advisers the opportunity to obtain additional information to verify the accuracy
of the information furnished to him and to evaluate the merits and risks of this
investment.
(n) The undersigned confirms that he has consulted with the
Purchaser Representative, if any, or other personal advisers and that the
Purchaser Representative or other advisers have analyzed the information
furnished to him and the documents relating thereto on his behalf and have
advised him of the business and financial aspects and consequences of and
potential liabilities associated with his investment in the Shares. The
undersigned represents that he has made other risk capital investments or other
investments of a speculative nature, and by reason of his business and financial
experience and of the business and financial experience of those persons he has
retained to advise him with respect to investments of this nature. In reaching
the conclusion that he desires to acquire the Shares, the undersigned has
carefully evaluated his financial resources and investments and acknowledges
that he is able to bear the economic risks of this investment.
(o) The undersigned acknowledges that all information made
available to him and/or the Purchaser Representative, if any, and/or personal
advisers in connection with his investment in the Shares, including the
information furnished to him, is and shall remain confidential in all respects
and may not be reproduced, distributed or used for any other purpose without the
prior written consent of the Company.
(p) The undersigned is an "Accredited Investor" as defined in Rule
501(a) of the Securities Act.
3. Indemnification. The undersigned agrees to indemnify and hold
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harmless the Company and its affiliates from and against all damages, losses,
costs, and expenses (including reasonable attorneys' fees) which they may incur
by reason of the failure of the undersigned to fulfill any of the terms or
conditions of this subscription, or by reason of any breach of the
representations and warranties made by the undersigned herein, or in any
document provided by the undersigned to the Company.
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4. Survival. The foregoing representations, warranties and
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undertakings are made with the intent that they may be relied upon in
determining the undersigned's suitability as an investor in the Company and the
undersigned hereby agrees that such representations and warranties shall survive
his receipt of the Shares. The undersigned hereby acknowledges and agrees that
he is not entitled to cancel, terminate or revoke this Subscription Agreement,
or any agreements hereunder, and that this Subscription Agreement and such
agreements shall survive (a) changes in the transactions, documents, and
instruments previously furnished to the undersigned which are not materially
adverse, and (b) the undersigned's death or disability.
5. Notices. All notices or other communications given or made
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hereunder shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned or
to the Company at the respective addresses set forth herein.
6. Miscellaneous.
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(a) Notwithstanding any of the representations, warranties,
acknowledgments, or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any rights granted to the
undersigned under federal or state securities laws.
(b) Words of any gender used in this Subscription Agreement shall
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.
(c) In the event of any conflict between the terms of this
Subscription Agreement or the Shares, the terms of this Subscription Agreement
shall control.
(d) This Subscription Agreement contains the entire understanding
of the parties and may not be changed orally, but only by an instrument in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
(e) This Subscription Agreement shall be enforced, governed, and
construed in all respects in accordance with the laws of the State of Texas and
all obligations hereunder shall be deemed performable in Houston, Texas.
IN WITNESS WHEREOF, I have executed this Subscription Agreement as of the
____ day of March, 2007.
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(Signature)
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(Print or Type Name)
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Social Security Number
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Address
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Subscription Accepted this ____ day of March, 2007.
MED-X, INC.
By /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
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