SUBSCRIPTION AGREEMENT
SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
page hereof between Zingerang, Inc. (the “Company”), and the undersigned (the
“Subscriber”).
W
I T N E
S S E T H:
WHEREAS,
the Company is conducting a private offering (the “Offering”) consisting of up
to 15,000,000
shares of common stock, par value $.001 per share (“Shares”); and
WHEREAS,
the Subscriber desires to purchase that number of Shares set forth on the
signature page hereof on the terms and conditions hereinafter set
forth.
NOW,
THEREFORE, in consideration of the premises and the mutual representations
and
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
I.
|
SUBSCRIPTION
FOR SHARES AND REPRESENTATIONS BY
SUBSCRIBER
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1.1 Subject
to the terms and conditions hereinafter set forth and in the Confidential
Offering Memorandum dated March 1, 2007 (such memorandum, together with all
amendments thereof and supplements and exhibits thereto, the “Memorandum”), the
Subscriber hereby irrevocably subscribes for and agrees to purchase from the
Company such number of Shares, and the Company agrees to sell to the Subscriber
as is set forth on the signature page hereof, at a per share price equal to
$0.10 per Share. The purchase price is payable by personal or business check
or
money order made payable to “Zingerang, Inc.” contemporaneously with the
execution and delivery of this Agreement by the Subscriber. Subscribers may
also
pay the subscription amount by, wire transfer of immediately available funds
to:
Name: Zingerang,
Inc
Bank: Bank
of
America
0000
Xxxxx Xxxx
Xxxxxx,
XX 00000
Account: 04165-43337
ABA: 000000000
1.2 The
Subscriber recognizes that the purchase of the Shares involves a high degree
of
risk including, but not limited to, the following: (a) the Company remains
a
development stage business with limited operating history and requires
substantial funds in addition to the proceeds of the Offering; (b) an investment
in the Company is highly speculative, and only investors who can afford the
loss
of their entire investment should consider investing in the Company and the
Shares; (c) the Subscriber may not be able to liquidate its investment; (d)
transferability of the Shares (sometimes hereinafter collectively referred
to as
the “Securities”) is extremely limited; (e) in the event of a disposition, the
Subscriber could sustain the loss of its entire
investment; (f) the Company has not paid any dividends since its inception
and
does not anticipate paying any dividends; and (g) the Company may issue
additional securities in the future which have rights and preferences that
are
senior to those of the Common Stock. Without limiting the generality of the
representations set forth in Section 1.5 below, the Subscriber represents that
the Subscriber has carefully reviewed the section of the Memorandum captioned
“Risk Factors.”
1.3 The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
the Subscriber’s responses to the questions contained in Article VII hereof, and
that the Subscriber is able to bear the economic risk of an investment in the
Shares.
1.4 The
Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment
experience, including investment in securities that are non-listed, unregistered
and/or not traded on a national securities exchange nor on the National
Association of Securities Dealers, Inc. (the “NASD”) automated quotation system
(“NASDAQ”), or the Subscriber has employed the services of a “purchaser
representative” (as defined in Rule 501 of Regulation D), attorney and/or
accountant to read all of the documents furnished or made available by the
Company both to the Subscriber and to all other prospective investors in the
Shares to evaluate the merits and risks of such an investment on the
Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature
of this investment; and (c) the Subscriber is able to bear the economic risk
that the Subscriber hereby assumes.
1.5 The
Subscriber hereby acknowledges receipt and careful review of this Agreement,
the
Memorandum (which includes the Risk Factors), including all exhibits thereto,
and any documents which may have been made available upon request as reflected
therein (collectively referred to as the “Offering Materials”) and hereby
represents that the Subscriber has been furnished by the Company during the
course of the Offering with all information regarding the Company, the terms
and
conditions of the Offering and any additional information that the Subscriber
has requested or desired to know, and has been afforded the opportunity to
ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company and the terms and
conditions of the Offering.
1.6 a) In
making
the decision to invest in the Shares the Subscriber has relied solely upon
the
information provided by the Company in the Offering Materials. To the extent
necessary, the Subscriber has retained, at its own expense, and relied upon
appropriate professional advice regarding the investment, tax and legal merits
and consequences of this Agreement and the purchase of the Shares hereunder.
The
Subscriber disclaims reliance on any statements made or information provided
by
any person or entity in the course of Subscriber’s consideration of an
investment in the Shares other than the Offering Materials.
(b) The
Subscriber represents that (i) the Subscriber was contacted regarding the sale
of the Shares by the Company (or an authorized agent or representative thereof)
with whom the Subscriber had a prior substantial pre-existing relationship
and
(ii) no Shares were offered or sold to it by means of any form of general
solicitation or general advertising, and in connection therewith, the Subscriber
did not (A) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar
media or broadcast over television or radio, whether closed circuit, or
generally available; or (B) attend any seminar meeting or industry investor
conference whose attendees were invited by any general solicitation or general
advertising.
1.7 The
Subscriber hereby represents that the Subscriber, either by reason of the
Subscriber’s business or financial experience or the business or financial
experience of the Subscriber’s professional advisors (who are unaffiliated with
and not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated
hereby.
1.8 The
Subscriber hereby acknowledges that the Offering has not been reviewed by the
United States Securities and Exchange Commission (the “SEC”) nor any state
regulatory authority since the Offering is intended to be exempt from the
registration requirements of Section 5 of the Securities Act pursuant to
Regulation D promulgated thereunder. The Subscriber understands that the
Securities have not been registered under the Securities Act or under any state
securities or “blue sky” laws and agrees not to sell, pledge, assign or
otherwise transfer or dispose of the Securities unless they are registered
under
the Securities Act and under any applicable state securities or “blue sky” laws
or unless an exemption from such registration is available.
1.9 The
Subscriber understands that the Securities comprising the Shares have not been
registered under the Securities Act by reason of a claimed exemption under
the
provisions of the Securities Act that depends, in part, upon the Subscriber’s
investment intention. In this connection, the Subscriber hereby represents
that
the Subscriber is purchasing the Securities for the Subscriber’s own account for
investment and not with a view toward the resale or distribution to others.
The
Subscriber, if an entity, further represents that it was not formed for the
purpose of purchasing the Securities.
1.10 The
Subscriber understands that there is no public market for the Common Stock
and
that no market may develop for any of such Securities. The Subscriber
understands that even if a public market develops for such Securities, Rule
144
(“Rule 144”) promulgated under the Securities Act requires for non-affiliates,
among other conditions, a one-year holding period prior to the resale (in
limited amounts) of securities acquired in a non-public offering without having
to satisfy the registration requirements under the Securities Act. The
Subscriber understands and hereby acknowledges that the Company is under no
obligation to register any of the Securities under the Securities Act or any
state securities or “blue sky” laws other than as set forth in Article V.
1.11 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities that such Securities have not been registered
under the Securities Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement. The Subscriber is aware that the Company will
make
a notation in its appropriate records with respect to the restrictions on the
transferability of such Securities. The legend to be placed on each certificate
shall be in form substantially similar to the following:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE
SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF
UNDER
SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS
THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.”
1.12 The
Subscriber understands that the Company will review this Agreement and is hereby
given authority by the Subscriber to call Subscriber’s bank or place of
employment or otherwise review the financial standing of the Subscriber; and
it
is further agreed that the Company, at its sole discretion, reserves the
unrestricted right, without further documentation or agreement on the part
of
the Subscriber, to reject or limit any subscription, to accept subscriptions
for
fractional Shares and to close the Offering to the Subscriber at any time and
that the Company will issue stop transfer instructions to its transfer agent
with respect to such Securities.
1.13 The
Subscriber hereby represents that the address of the Subscriber furnished by
Subscriber on the signature page hereof is the Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is a
corporation or other entity.
1.14 The
Subscriber represents that the Subscriber has full power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement
and
to purchase the Shares. This Agreement constitutes the legal, valid and binding
obligation of the Subscriber, enforceable against the Subscriber in accordance
with its terms.
1.15 If
the
Subscriber is a corporation, partnership, limited liability company, trust,
employee benefit plan, individual retirement account, Xxxxx Plan, or other
tax-exempt entity, it is authorized and qualified to invest in the Company
and
the person signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.
1.16 The
Subscriber acknowledges that if he or she is a Registered Representative of
an
NASD member firm, he or she must give such firm the notice required by the
NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
firm in Section 7.4 below.
1.17 The
Subscriber acknowledges that at such time, if ever, as the Securities are
registered (as such term is defined in Article V hereof), sales of the
Securities will be subject to state securities laws.
1.18 b) The
Subscriber agrees not to issue any public statement with respect to the
Subscriber’s investment or proposed investment in the Company or the terms of
any agreement or covenant between them and the Company without the Company’s
prior written consent, except such disclosures as may be required under
applicable law or under any applicable order, rule or regulation.
(b) The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law; provided, that the Company
may
use the name of the Subscriber for any offering or in any registration statement
filed pursuant to Article V in which the Subscriber’s shares are
included.
1.19 The
Subscriber agrees to hold the Company and its directors, officers, employees,
affiliates, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (a) any
sale
or distribution of the Securities by the Subscriber in violation of the
Securities Act or any applicable state securities or “blue sky” laws; or (b) any
false representation or warranty or any breach or failure by the Subscriber
to
comply with any covenant made by the Subscriber in this Agreement (including
the
Confidential Investor Questionnaire contained in Article VII herein) or any
other document furnished by the Subscriber to any of the foregoing in connection
with this transaction.
II.
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REPRESENTATIONS
BY AND COVENANTS OF THE COMPANY
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The
Company hereby represents and warrants to the Subscriber that:
2.1 Organization,
Good Standing and Qualification.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has full corporate power and authority
to conduct its business.
2.2 Capitalization
and Voting Rights.
The
Company has authorized 500,000,000 shares of Common Stock, par value $.001
per
share, of which 128,700,000 shares are outstanding as of the date hereof. Except
as set forth in the Offering Materials, there are no outstanding options,
warrants, agreements, convertible securities, preemptive rights or other rights
to subscribe for or to purchase any shares of capital stock of the Company.
Except as set forth in the Offering Materials and as otherwise required by
law,
there are no restrictions upon the voting or transfer of any of the shares
of
capital stock of the Company pursuant to the Company’s Articles of Incorporation
(the “Articles of Incorporation”), By-Laws or other governing documents or any
agreement or other instruments to which the Company is a party or by which
the
Company is bound.
2.3 Authorization;
Enforceability.
The
Company has all corporate right, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. All corporate
action on the part of the Company, its directors and stockholders necessary
for
the (i) authorization execution, delivery and performance of this Agreement
by
the Company; and (ii) authorization, sale, issuance and delivery of the
Securities contemplated hereby and the performance of the Company’s obligations
hereunder has been taken. This Agreement has been duly executed and delivered
by
the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief
or
other equitable remedies, and to limitations of public policy. The Common Stock,
when issued and fully paid for in accordance with the terms of this Agreement,
will be validly issued, fully paid and nonassessable. The issuance and sale
of
the Common Stock contemplated hereby will not give rise to any preemptive rights
or rights of first refusal on behalf of any person which have not been waived
in
connection with this offering.
2.4 No
Conflict; Governmental Consents.
(a) The
execution and delivery by the Company of this Agreement and the consummation
of
the transactions contemplated hereby will not result in the violation of any
material law, statute, rule, regulation, order, writ, injunction, judgment
or
decree of any court or governmental authority to or by which the Company is
bound, or of any provision of the Articles of Incorporation or By-Laws of the
Company, and will not conflict with, or result in a material breach or violation
of, any of the terms or provisions of, or constitute (with due notice or lapse
of time or both) a default under, any lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which the Company
is a party or by which it is bound or to which any of its properties or assets
is subject, nor result in the creation or imposition of any lien upon any of
the
properties or assets of the Company.
(b) No
consent, approval, authorization or other order of any governmental authority
is
required to be obtained by the Company in connection with the authorization,
execution and delivery of this Agreement or with the authorization, issue and
sale of the Shares, except such filings as may be required to be made with
the
SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
regulatory authority.
2.5 Licenses.
Except
as otherwise set forth in the Memorandum, the Company has sufficient licenses,
permits and other governmental authorizations currently required for the conduct
of its business or ownership of properties and is in all material respects
in
compliance therewith.
2.6 Litigation.
The
Company knows of no pending or threatened legal or governmental proceedings
against the Company which could materially adversely affect the business,
property, financial condition or operations of the Company or which materially
and adversely questions the validity of this Agreement or any agreements related
to the transactions contemplated hereby or the right of the Company to enter
into any of such agreements, or to consummate the transactions contemplated
hereby or thereby. The Company is not a party or subject to the provisions
of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality which could materially adversely affect the business,
property, financial condition or operations of the Company. There is no action,
suit, proceeding or investigation by the Company currently pending in any court
or before any arbitrator or that the Company intends to initiate.
2.7 Disclosure.
The
information set forth in the Offering Materials as of the date hereof contains
no untrue statement of a material fact nor omits to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
2.8 Investment
Company.
The
Company is not an “investment company” within the meaning of such term under the
Investment Company Act of 1940, as amended, and the rules and regulations of
the
SEC thereunder.
2.9 Intellectual
Property.
(i) To
the
best of its knowledge, the Company owns or possesses sufficient legal rights
to
all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary
for
its business as now conducted and as presently proposed to be conducted, without
any known infringement of
the
rights of others. Except as disclosed in the Memorandum, there are no material
outstanding options, licenses or agreements of any kind relating to the
foregoing proprietary rights, nor is the Company bound by or a party to any
material options, licenses or agreements of any kind with respect to the
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes of any other
person or entity other than such licenses or agreements arising from the
purchase of “off the shelf” or standard products. The Company has not received
any written communications alleging that the Company has violated or, by
conducting its business as presently proposed to be conducted, would violate
any
of the patents, trademarks, service marks, trade names, copyrights or trade
secrets or other proprietary rights of any other person or entity.
(ii) Except
as
disclosed in the Memorandum, the Company is not aware that any of its employees
is obligated under any contract (including licenses, covenants or commitments
of
any nature) or other agreement, or subject to any judgment, decree or order
of
any court or administrative agency, that would interfere with their duties
to
the Company or that would conflict with the Company’s business as presently
conducted.
(iii) Neither
the execution nor delivery of this Agreement, nor the carrying on of the
Company’s business by the employees of the Company, nor the conduct of the
Company’s business as presently conducted, will, to the Company’s knowledge,
conflict with or result in a breach of the terms, conditions or provisions
of,
or constitute a default under, any contract, covenant or instrument under which
any employee is now obligated.
(iv) To
the
Company’s knowledge, no employee of the Company, nor any consultant with whom
the Company has contracted, is in violation of any term of any employment
contract, proprietary information agreement or any other agreement relating
to
the right of any such individual to be employed by, or to contract with, the
Company because of the nature of the business conducted by the Company; and
to
the Company’s knowledge the continued employment by the Company of its present
employees, and the performance of the Company’s contracts with its independent
contractors, will not result in any such violation. The Company has not received
any written notice alleging that any such violation has occurred. Except as
described in the Memorandum, no employee of the Company has been granted the
right to continued employment by the Company or to any compensation following
termination of employment with the Company except for any of the same which
would not have a material adverse effect on the business of the Company. The
Company is not aware that any officer, key employee or group of employees
intends to terminate his, her or their employment with the Company, nor does
the
Company have a present intention to terminate the employment of any officer,
key
employee or group of employees.
2.10 Title
to Properties and Assets; Liens, Etc.
The
Company has good and marketable title to its properties and assets, including
the properties and assets reflected in the most recent balance sheet included
in
the Financial Statements, and good title to its leasehold estates, in each
case
subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
(a) those resulting from taxes which have not yet become delinquent; (b) liens
and encumbrances which do not materially detract from the value of the property
subject thereto or materially impair the operations of the Company; and (c)
those that have otherwise arisen in the ordinary course of business. The Company
is in compliance with all material terms of each lease to which it is a party
or
is otherwise bound.
2.11 Obligations
to Related Parties.
Except
as described in the Memorandum, there are no obligations of the Company to
officers, directors, stockholders, or employees of the Company other than (a)
for payment of salary or other compensation for services rendered, (b)
reimbursement for reasonable expenses incurred on behalf of the Company and
(c)
for other standard employee benefits made generally available to all employees
(including stock option agreements outstanding under any stock option plan
approved by the Board of Directors of the Company). Except as may be disclosed
in the Memorandum, the Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm or corporation.
III.
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TERMS
OF SUBSCRIPTION
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3.1 There
is
no requirement that any minimum number of Shares be sold and therefore no escrow
will be established for subscription funds. Subscription funds may be deposited
by the Company directly into its operating account for use as described in
this
Confidential Offering Memorandum.
3.2 Certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement will be prepared for delivery to the Subscriber within 15 business
days following the Closing at which such purchase takes place. The Subscriber
hereby authorizes and directs the Company to deliver the certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement directly to the Subscriber’s residential or business address indicated
on the signature page hereto.
IV.
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CONDITIONS
TO OBLIGATIONS OF THE SUBSCRIBERS
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4.1 The
Subscriber’s obligation to purchase the Shares at the Closing at which such
purchase is to be consummated is subject to the fulfillment on or prior to
such
Closing of the following conditions, which conditions may be waived at the
option of each Subscriber to the extent permitted by law:
(a) Covenants.
All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such Closing shall have been performed
or complied with in all material respects.
(b) No
Legal Order Pending.
There
shall not then be in effect any legal or other order enjoining or restraining
the transactions contemplated by this Agreement.
(c) No
Law
Prohibiting or Restricting Such Sale.
There
shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall not
have been obtained, to issue the Securities (except as otherwise provided in
this Agreement).
V.
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REGISTRATION
RIGHTS
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5.1 Definitions.
As used
in this Agreement, the following terms shall have the following
meanings.
(a) The
term
“Holder” shall mean any person owning or having the right to acquire Registrable
Securities or any permitted transferee of a Holder.
(b) The
terms
“register,” “registered” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance
with the Securities Act, and the declaration or order of effectiveness of such
registration statement or document.
(c) The
term
“Registrable Securities” shall mean: (i) the Common Stock; and (ii) any other
shares of Common Stock with respect to which the Company has granted or may
in
the future grant registration rights pursuant to separate agreements; provided,
however, that securities shall only be treated as Registrable Securities if
and
only for so long as they (A) have not been disposed of pursuant to a
registration statement declared effective by the SEC; (B) have not been sold
in
a transaction exempt from the registration and prospectus delivery requirements
of the Securities Act so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale; (C) are
held by a Holder or a permitted transferee of a Holder pursuant to Section
5.10;
and (D) may not be disposed of under Rule 144(k) under the Securities Act
without restriction.
5.2 Piggy-Back
Registration.
The
Holders will be entitled to “piggy-back” registration rights of the shares of
Common Stock on registration statements (other than on Form X-0, X-0 or similar
Forms) filed by the Company. The Company shall use its best efforts to cause
such Registration Statement to become effective as soon as possible.
5.3 Registration
Procedures.
Whenever required under this Article V to include Registrable Securities in
a
Company registration statement, the Company shall, as expeditiously as
reasonably possible:
(a) Use
best
efforts to (i) cause such registration statement to become effective, and (ii)
cause such registration statement to remain effective until the earliest to
occur of (A) such date as the sellers of Registrable Securities (the “Selling
Holders”) have completed the distribution described in the registration
statement and (B) such time that all of such Registrable Securities are no
longer, by reason of Rule 144(k) under the Securities Act, required to be
registered for the sale thereof by such Holders. The Company will also use
its
best efforts to, during the period that such registration statement is required
to be maintained hereunder, file such post-effective amendments and supplements
thereto as may be required by the Securities Act and the rules and regulations
thereunder or otherwise to ensure that the registration statement does not
contain any untrue statement of material fact or omit to state a fact required
to be stated therein or necessary to make the statements contained therein,
in
light of the circumstances under which they are made, not misleading; provided,
however, that if applicable rules under the Securities Act governing the
obligation to file a post-effective amendment permits, in lieu of filing a
post-effective amendment that (i) includes any prospectus required by Section
10(a)(3) of the Securities Act or (ii) reflects facts or events representing
a
material or fundamental change in the information set forth in the registration
statement, the Company may incorporate by reference information required to
be
included in (i) and (ii) above to the extent such information is contained
in
periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act
in
the registration statement.
(b) Prepare
and file with the SEC such amendments and supplements to such registration
statement, and the prospectus used in connection with such registration
statement, as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Make
available for inspection upon reasonable notice during the Company’s regular
business hours by each Selling Holder, any underwriter participating in any
distribution pursuant to such registration statement, and any attorney,
accountant or other agent retained by such Selling Holder or underwriter, all
financial and other records, pertinent corporate documents and properties of
the
Company, and cause the Company’s officers, directors and employees to supply all
information reasonably requested by any such Selling Holder, underwriter,
attorney, accountant or agent in connection with such registration
statement.
(d) Furnish
to the Selling Holders such numbers of copies of a prospectus, including a
preliminary prospectus as amended or supplemented from time to time, in
conformity with the requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.
(e) Use
best
efforts to register and qualify the securities covered by such registration
statement under such other federal or state securities laws of such
jurisdictions as shall be reasonably requested by the Selling Holders; provided,
however, that the Company shall not be required in connection therewith or
as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless the Company
is
already subject to service in such jurisdiction and except as may be required
by
the Securities Act.
(f) In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. Each Selling Holder participating
in
such underwriting shall also enter into and perform its obligations under such
an agreement.
(g) Notify
each Holder of Registrable Securities covered by such registration statement,
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, (i) when the registration statement or any post-effective
amendment and supplement thereto has become effective; (ii) of the issuance
by
the SEC of any stop order or the initiation of proceedings for that purpose
(in
which event the Company shall make every effort to obtain the withdrawal of
any
order suspending effectiveness of the registration statement at the earliest
possible time or prevent the entry thereof); (iii) of the receipt by the Company
of any notification with respect to the suspension of the qualification of
the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose; and (iv) of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing.
(h) Cause
all
such Registrable Securities registered hereunder to be listed on each securities
exchange or quotation service on which similar securities issued by the Company
are then listed or quoted or, if no such similar securities are listed or quoted
on a securities exchange or quotation service, apply for qualification and
use
best efforts to qualify such Registrable Securities for
inclusion on the New York Stock Exchange, American Stock Exchange or listing
on
a quotation system of the National Association of Securities Dealers,
Inc.
(i) Provide
a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and CUSIP number for all such Registrable Securities, in each case
not
later than the effective date of such registration.
(j) Cooperate
with the Selling Holders and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing the Registrable
Securities to be sold, which certificates will not bear any restrictive legends;
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, shall request
at
least two business days prior to any sale of the Registrable Securities to
the
underwriters.
(k) In
connection with an underwritten offering, cause the officers of the Company
to
provide reasonable assistance in the preparation of, any “road show”
presentation to potential investors as the managing underwriter may determine.
(l) Comply
with all applicable rules and regulations of the SEC and make generally
available to its security holders earning statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 50 calendar days after
the end of any 3-month period (or 105 calendar days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end
of
any fiscal quarter in which Registrable Securities are sold to underwriters
in a
firm commitment or best efforts underwritten offering, and (ii) if not sold
to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company, after the effective date of a registration
statement, which statements shall cover said period.
(m) If
the
offering is underwritten and at the request of any Selling Holder, use its
best
efforts to furnish on the date that Registrable Securities are delivered to
the
underwriters for sale pursuant to such registration: (i) opinions dated such
date of counsel representing the Company for the purposes of such registration,
addressed to the underwriters and the transfer agent for the Registrable
Securities so delivered, respectively, to the effect that such registration
statement has become effective under the Securities Act and such Registrable
Securities are freely tradable, and covering such other matters as are
customarily covered in opinions of issuer’s counsel delivered to underwriters
and transfer agents in underwritten public offerings and (ii) a letter dated
such date from the independent public accountants who have certified the
financial statements of the Company included in the registration statement or
the prospectus, covering such matters as are customarily covered in accountants’
letters delivered to underwriters in underwritten public offerings.
5.4 Furnish
Information.
It
shall be a condition precedent to the obligation of the Company to take any
action pursuant to this Article V with respect to the Registrable Securities
of
any Selling Holder that such Holder shall furnish to the Company such
information regarding the Holder, the Registrable Securities held by the Holder,
and the intended method of disposition of such securities as shall be reasonably
required by the Company to effect the registration of such Holder’s Registrable
Securities.
5.5 Registration
Expenses.
The
Company shall bear and pay all Registration Expenses incurred in connection
with
any registration, filing or qualification of Registrable Securities with respect
to registration pursuant to Section 5.2 for each Holder, but excluding
underwriting discounts and commissions relating to Registrable Securities and
excluding any professional fees or costs of accounting, financial or legal
advisors to any of the Holders.
5.6 Underwriting
Requirements.
In
connection with any offering involving an underwriting of shares of the
Company’s capital stock, the Company shall not be required under Section 5.2 to
include any of the Holders’ Registrable Securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between the Company
and
the underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine
in
their sole discretion will not jeopardize the success of the offering by the
Company. If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount
of
securities sold other than by the Company that the underwriters determine in
their sole discretion is compatible with the success of the offering, then
the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling stockholders
according to the total amount of securities entitled to be included therein
owned by each selling stockholder or in such other proportions as shall mutually
be agreed to by such selling stockholders). For purposes of the preceding
parenthetical concerning apportionment, for any selling stockholder who is
a
holder of Registrable Securities and is a partnership or corporation, the
partners, retired partners and stockholders of such holder, or the estates
and
family members of any such partners and retired partners and any trusts for
the
benefit of any of the foregoing persons shall be deemed to be a single “selling
stockholder,” and any pro-rata reduction with respect to such “selling
stockholder” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
“selling stockholder,” as defined in this sentence.
5.7 Delay
of Registration.
No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this
Article.
5.8 Indemnification.
In the
event that any Registrable Securities are included in a registration statement
under this Article V:
(a) To
the
extent permitted by law, the Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such Holder
and
each person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the
Securities Act, or the Exchange Act, insofar as such losses, claims, damages,
or
liabilities (or actions in respect thereof) arise out of or are based upon
any
of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission
to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation by the
Company of the Securities Act, the Exchange Act, or any rule or regulation
promulgated under the Securities Act, or the Exchange Act, and the Company
will
pay to each such Holder, underwriter or controlling person, as incurred, any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 5.8(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of
the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation
which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or controlling person.
(b) To
the
extent permitted by law, each Selling Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers, each person, if any,
who controls the Company within the meaning of the Securities Act, any
underwriter, any other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other Holder, against
any
losses, claims, damages, or liabilities (joint or several) to which any of
the
foregoing persons may become subject, under the Securities Act, or the Exchange
Act, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case
to
the extent (and only to the extent) that such Violation occurs in reliance
upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay,
as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this Section 5.8(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided,
however,
that
the indemnity agreement contained in this Section 5.8(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; provided,
further,
that, in
no event shall any indemnity under this Section 5.8(b) exceed the greater of
the
cash value of the (i) gross proceeds from the Offering received by such Holder
or (ii) such Holder’s investment pursuant to this Agreement as set forth on the
signature page attached hereto.
(c) Promptly
after receipt by an indemnified party under this Section 5.8 of notice of the
commencement of any action (including any governmental action), such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5.8, deliver to the indemnifying party
a
written notice of the commencement thereof and the indemnifying party shall
have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof with counsel selected by the indemnifying party and approved
by the indemnified party (whose approval shall not be unreasonably withheld);
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time
of
the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 5.8, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that
it
may have to any indemnified party otherwise than under this Section
5.8.
(d) If
the
indemnification provided for in this Section 5.8 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any
loss,
liability, claim, damage, or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the
one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense
as
well as any other relevant equitable considerations. The relative fault of
the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the alleged omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party
and
the parties’ relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in an underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall
control.
(f) The
obligations of the Company and Holders under this Section 5.8 shall survive
the
completion of the Offering.
5.9 Reports
Under Securities Exchange Act of 1934.
With a
view to making available to the Holders the benefits of Rule 144 and any other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to
a
registration on Form S-3, the Company agrees to:
(a) make
and
keep public information available, as those terms are understood and defined
in
Rule 144, at all times after 90 days after the effective date of the
registration statement;
(b) file
with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and
(c) furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (ii)
such other information as may be reasonably requested in availing any Holder
of
any rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.
5.10 Permitted
Transferees.
The
rights to cause the Company to register Registrable Securities granted to the
Holders by the Company under this Article V may be assigned in full by a Holder
in connection with a transfer by such Holder of its Registrable Securities
if:
(a) such Holder gives prior written notice to the Company; (b) such
transferee agrees to comply with the terms and provisions of this Agreement;
(c) such transfer is otherwise in compliance with this Agreement; and
(d) such transfer is otherwise effected in accordance with applicable
securities laws. Except as specifically permitted by this Section 5.10, the
rights of a Holder with respect to Registrable Securities as set out herein
shall not be transferable to any other Person, and any attempted transfer shall
cause all rights of such Holder therein to be forfeited.
VI.
|
MISCELLANEOUS
|
6.1 Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by registered or certified mail, return receipt requested,
or
delivered by hand against written receipt therefor, addressed as
follows:
if
to the
Company, to it at:
Zingerang,
Inc.
00
Xxxxxxxxx Xxxxx Xxx. X
Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn:
Xxxxx XxXxxxx,
Chief
Executive Officer
With
a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxxx Xxxxxxxxx, Esq.
if
to the
Subscriber, to the Subscriber’s address indicated on the signature page of this
Agreement.
Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.
6.2 Except
as
otherwise provided herein, this Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged.
6.3 Subject
to the provisions of Section 5.10, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
6.4 Upon
the
execution and delivery of this Agreement by the Subscriber, this Agreement
shall
become a binding obligation of the Subscriber with respect to the purchase
of
Common Stock as herein provided, subject, however, to the right hereby reserved
by the Company to enter into the same agreements with other subscribers and
to
add and/or delete other persons as subscribers.
6.5 NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE
PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA
WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT
A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES
ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF THE STATE
OF NEVADA IN AND FOR XXXXX COUNTY OF NEVADA OR THE FEDERAL COURTS FOR SUCH
STATE
AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY
CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.
6.6 In
order
to discourage frivolous claims the parties agree that unless a claimant in
any
proceeding arising out of this Agreement succeeds in establishing his claim
and
recovering a judgment against another party (regardless of whether such claimant
succeeds against one of the other parties to the action), then the other party
shall be entitled to recover from such claimant all of its/their reasonable
legal costs and expenses relating to such proceeding and/or incurred in
preparation therefor.
6.7 The
holding of any provision of this Agreement to be invalid or unenforceable by
a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect. If any provision of
this
Agreement shall be declared by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced in whole or in part, such provision
shall
be interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions
or
portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions shall be deemed dependent upon any other covenant or provision unless
so expressed herein.
6.8 It
is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.
6.9 The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.
6.10 This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the
same
instrument.
6.11 Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement, except (a) for the holders of
Registable Securities.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
VII. CONFIDENTIAL
INVESTOR QUESTIONNAIRE
7.1 The
Subscriber represents and warrants that he, she or it comes within one category
marked below, and that for any category marked, he, she or it has truthfully
set
forth, where applicable, the factual basis or reason the Subscriber comes
within
that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
CONFIDENTIAL. The undersigned agrees to furnish any additional information
which
the Company deems necessary in order to verify the answers set forth
below.
CategoryA__
The
undersigned is an individual (not a partnership, corporation, etc.) whose
individual net worth, or joint net worth with his or her spouse, presently
exceeds $1,000,000.
Explanation.
In calculating net worth you may include equity in personal property and
real
estate, including your principal residence, cash, short-term investments,
stock
and securities. Equity in personal property and real estate should be based
on
the fair market value of such property less debt secured by such
property.
Category
B__ The
undersigned is an individual (not a partnership, corporation, etc.) who had
an
income in excess of $200,000 in each of the two most recent years, or joint
income with his or her spouse in excess of $300,000 in each of those years
(in
each case including foreign income, tax exempt income and full amount of
capital
gains and losses but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable expectation of reaching
the same income level in the current year.
Category
C__ The
undersigned is a director or executive officer of the Company which is issuing
and selling the Securities.
Category
D__ The
undersigned is a bank; a savings and loan association; insurance company;
registered investment company; registered business development company; licensed
small business investment company (“SBIC”); or employee benefit plan within the
meaning of Title 1 of ERISA and (a) the investment decision is made by a
plan
fiduciary which is either a bank, savings and loan association, insurance
company or registered investment advisor, or (b) the plan has total assets
in
excess of $5,000,000 or (c) is a self directed plan with investment decisions
made solely by persons that are accredited investors. (describe
entity)
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
Category
E__ The
undersigned is a private business development company as defined in section
202(a) (22) of the Investment Advisors Act of 1940. (describe entity)
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
Category
F__
The
undersigned is either a corporation, partnership, business trust, or non-profit
organization within the meaning of Section 501(c) (3) of the Internal Revenue
Code, in
each
case
not formed for the specific purpose of acquiring the Common Stock and with
total
assets in excess of $5,000,000. (describe entity)
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
Category
G__ The
undersigned is a trust with total assets in excess of $5,000,000, not formed
for
the specific purpose of acquiring the Securities, where the purchase is directed
by a
“sophisticated
investor” as defined in Regulation 506(b)(2)(ii) under the Act.
Category
H__ The
undersigned is an entity (other than a trust) in which all of the equity
owners
are “accredited investors” within one or more of the above categories. If
relying upon
this
Category alone, each equity owner must complete a separate copy of this
Agreement. (describe entity)
Category
I__ The
undersigned is not within any of the categories above and is therefore not
an
accredited investor.
The undersigned agrees that the undersigned will notify the Company at any
time
on or prior to the Closing Date in the event that the representations and
warranties in
this Agreement shall cease to be true, accurate and complete.
7.2 SUITABILITY
(please
answer each question)
(a) For
an
individual Subscriber, please describe your current employment, including
the
company by which you are employed and its principal business:
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(b) For
an
individual Subscriber, please describe any college or graduate degrees held
by
you:
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(c) For
all
Subscribers, please list types of prior investments:
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(d) For
all
Subscribers, please state whether you have participated in other private
placements
before:
YES_______ NO_______
(e) If
your
answer to question (d) above was “YES”, please indicate frequency of such prior
participation in private
placements
of:
Public
Companies
|
Private
Companies
|
||
Frequently
|
|||
Occasionally
|
|||
Never
|
(f) For
individual Subscribers, do you expect your current level of income to
significantly decrease in the foreseeable future:
YES_______ NO_______
(g) For
trust, corporate, partnership and other institutional Subscribers, do you
expect
your total assets to significantly decrease in the foreseeable future:
YES_______ NO_______
(h) For
all
Subscribers, do you have any other investments or contingent
liabilities which you reasonably anticipate could cause you to need sudden
cash
requirements in excess of cash readily available to you:
YES_______ NO_______
(i) For
all
Subscribers, are you familiar with the risk aspects and the non-liquidity
of
investments such as the securities for which you seek to subscribe?
YES_______ NO_______
(j)
For all
Subscribers, do you understand that there is no guarantee of financial return
on
this investment and that you run the risk of losing your entire
investment?
YES_______ NO_______
7.3 MANNER
IN WHICH TITLE IS TO BE HELD.
(circle
one)
(a) Individual
Ownership
(b) Community
Property
(c) Joint
Tenant with Right of Survivorship
(both parties must
sign)
(d) Partnership*
(e) Tenants
in Common
(f) Company*
(g) Trust*
(h) Other*
*If
Securities are being subscribed for by an entity, the attached Certificate
of
Signatory must also be completed.
7.4 NASD
AFFILIATION.
Are
you
affiliated or associated with an NASD member firm (please check
one):
Yes
_________ No
__________
If
Yes,
please describe:
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
*If
Subscriber is a Registered Representative with an NASD member firm, have
the
following acknowledgment signed by the appropriate party:
The
undersigned NASD member firm acknowledges receipt of the notice required
by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.
_________________________________
Name
of
NASD Member Firm
By:
______________________________
Authorized
Officer
Date:
____________________________
7.5 The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in the Confidential Investor Questionnaire
contained in this Article VII and such answers have been provided under the
assumption that the Company will rely on them.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
NUMBER
OF SHARES _______ X $0.10 = $________ (the "Purchase
Price")
Signature
|
Signature (if purchasing jointly) |
Name Typed or Printed
|
Name Typed or Printed
|
Title (if Subscriber is an Entity) |
Title (if Subscriber is an Entity)
|
Entity Name (if applicable)
|
Entity Name (if applicable
|
Xxxxxxx
|
Xxxxxxx
|
Xxxx, Xxxxx xxx Xxx Xxxx
|
Xxxx, Xxxxx and Zip Code |
Telephone-Business |
Telephone-Business |
Telephone-Residence |
Telephone-Residence |
Facsimile-Business |
Facsimile-Business |
Facsimile-Residence |
Facsimile-Residence |
|
|
Tax ID # or Social Security # |
Tax ID # or Social Security # |
Name
in
which securities should be issued:
Dated:_____________________,
2006
This
Subscription Agreement is agreed to and accepted as of
________________ ,
2006.
ZINGERANG,
INC.
|
||
|
|
|
By: | /s/ | |
Name:
Xxxxx XxXxxxx
Title:
President and CEO
|
||
22
CERTIFICATE
OF SIGNATORY
(To
be
completed if Shares are
being
subscribed for by an entity)
I,
____________________________, am the ____________________________ of
__________________________________________ (the “Entity”).
I
certify
that I am empowered and duly authorized by the Entity to execute and carry
out
the terms of the Subscription Agreement and to purchase and hold the Common
Stock, and certify further that the Subscription Agreement has been duly
and
validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.
IN
WITNESS WHEREOF, I have set my hand this ________ day of _________________,
2007
_______________________________________
(Signature)