SUBSCRIPTION AGREEMENT microHelix, Inc.
microHelix,
Inc.
This Subscription Agreement (this
"Agreement"), effective December 30, 2009 (the "Effective Date"), is between
WS Technologies LLC, an Oregon limited liability company ("Subscriber") and microHelix,
Inc., an Oregon corporation (the "Company").
Agreement
The parties agree as
follows:
1. Subscription.
Subject to the terms of this Agreement,
Subscriber hereby purchases from the Company, and the Company hereby issues to
Subscriber, 1,000,000 shares of Series D Preferred Stock (the "Series D Preferred Shares") of
the Company in exchange for 99 Units (the "Units") of
Subscriber.
2. Representations of the
Company. The Company represents to Subscriber
that:
2.1 Organization and
Authority. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon and has all requisite
corporate power and authority to own and operate its properties and assets, and
to carry on its business as presently conducted. The Company has the
requisite power and authority to execute and deliver this Agreement, to issue
the Series D Preferred Shares and to carry out its obligations under this
Agreement.
2.2 Validity. This
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms, subject to (a) the laws of
bankruptcy and the laws affecting creditors' rights generally, and (b) the
availability of equitable remedies. The Series D Preferred Shares are
duly and validly authorized and upon issuance to Subscriber and, upon issuance
of the Units to the Company, will be fully paid and nonassessable.
3. Representations and Warranties of
Subscriber. Subscriber represents to the Company
that:
3.1 Authority. All acts
and conditions necessary for the authorization, execution, delivery, and
consummation by Subscriber of this Agreement and the transactions contemplated
herein have been taken, performed, and obtained.
3.2 Validity. This
Agreement constitutes the valid and legally binding obligation of Subscriber,
enforceable in accordance with its terms, subject to (a) the laws of bankruptcy
and the laws affecting creditors' rights generally, and (b) the availability of
equitable remedies. Subscriber has full power and authority to
execute, deliver and perform Subscriber's obligations under this
Agreement. The Units are duly and validly authorized and, upon
issuance of the Series D Preferred Shares to Subscriber, will be fully paid and
nonassessable.
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3.3 Restricted
Securities. Subscriber understands that the Series D Preferred
Shares are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that, under such laws and applicable
regulations, such securities may be transferred or resold without registration
under the Securities Act only in certain limited circumstances.
4. Successors
and Assigns.
This Agreement will bind and inure to
the benefit of the parties and to their successors and assigns.
5. Governing
Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Oregon, without giving effect to conflicts of
laws principles thereunder.
6. Counterparts. This
Agreement may be executed in counterparts. Each counterpart will be
considered an original, and all of them, taken together, will constitute a
single Agreement. This Agreement may be delivered by facsimile or
electronically, and any such delivery will have the same effect as physical
delivery of a signed original. At the request of any party, the other
party will confirm facsimile or electronic transmission signatures by signing an
original document.
IN WITNESS WHEREOF, Subscriber and the
Company have executed and delivered this Agreement as of the Effective
Date.
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SUBSCRIBER:
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WS
TECHNOLOGIES LLC
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By
microHelix, Inc., its Manager
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By
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx, President
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COMPANY:
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MICROHELIX,
INC.
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By
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx, President
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