PINPOINT RECOVERY SOLUTIONS CORP. AMENDED SUBSCRIPTION AGREEMENT
AMENDED
The
undersigned (hereinafter "Subscriber") hereby confirms his/her/its subscription
for the purchase of units, each unit to consist of (1) 8,235 shares of common
stock, par value $.01 per share ("Common Stock") of Pinpoint Recovery Solutions
Corp., a Delaware corporation (the "Company"), and (2) a common stock purchase
warrant entitling the holder to
purchase up to 2,000 shares of Common Stock of the Company at an exercise price
equal to
$2.50
per share (the "Warrants"), on the terms described below (the
"Units"):
Capitalized
terms used and not otherwise defined herein shall have the respective
meanings
set forth in Amendment No. 1 to the Confidential Private Placement Memorandum
of
the
Company, dated as of May 29, 2007, and its attachments thereto (the "Memorandum").
The Units and the underlying Common Stock and the warrants and the shares
to
be obtained upon the exercise of the warrants (the "Warrant Shares") are
sometimes
referred to herein as the "Securities."
In
connection with this subscription, Subscriber and the Company agree as follows:
1. Purchase
and Sale of the Units.
(a) The
Company hereby agrees to issue and to sell to Subscriber, and Subscriber
hereby
agrees to purchase from the Company, such number of Units at a price of
Twenty-Five
Thousand Dollars ($25,000) per Unit (the "Unit Price") and for the aggregate
subscription
amount set forth on the signature page hereto. The Subscriber understands that
this
subscription is not binding upon the Company until the Company accepts it.
The
Subscriber
acknowledges and understands that acceptance of this Subscription will be made
only
by a
duly authorized representative of the Company executing and mailing or otherwise
delivering
to the Subscriber at the Subscriber's address set forth herein, a counterpart
copy of the
signature page to this Subscription Agreement indicating the Company's
acceptance of this
Subscription. The Company and X.X. Xxxxxxx & Company, LLC (the "Placement
Agent") reserve the right, in their sole discretion for any reason whatsoever,
to accept or reject
this subscription in whole or in part. Following the acceptance of this
Subscription Agreement by the Company and subject to the terms set forth in
the
Memorandum, and the receipt and acceptance by the Company of subscriptions
to
the Minimum Offering (defined below),
the Company shall issue and deliver to Subscriber (i) a share certificate
evidencing the
applicable number of Shares subscribed for hereunder against payment in U.S.
Dollars of the
Purchase Price (as defined below) and (ii) a Warrant exercisable at $2.50 per
share, subject to the terms and conditions set forth in the Memorandum. If
this
subscription is rejected,
the Company and the Subscriber shall thereafter have no further rights or
obligations
to each other under or in connection with this Subscription Agreement. If this
subscription
is not accepted by the Company on or before the last day of the Offering Period,
this
subscription shall be deemed rejected.
(b) Subscriber
has hereby delivered and paid concurrently herewith the aggregate purchase
price for the Units set forth on the signature page hereof in an amount required
to purchase and pay for the Units subscribed for hereunder (the "Purchase
Price"), which
-1-
amount
has been paid in U.S. Dollars by wire transfer or check, subject to collection,
to the order
of
"Continental Stock Transfer & Trust Company - Pinpoint Recovery Solutions
Corp. Escrow
Account."
(c)
Subscriber understands and acknowledges that this subscription is part of a
private placement by the Company of up to $6,000,000 of Units, which offering
is
being made.
on
a "best efforts" basis, for a minimum of 80 Units (the "Minimum
Offering") and
a
maximum of 240 Units (the "Maximum
Offering"). Subscriber
understands that payments hereunder
as to the Minimum Offering will be held in a non-interest bearing escrow account
established
by the Company with Continental Stock Transfer & Trust Company as escrow
agent, and will be released to the Company if subscriptions for the Minimum
Offering are received and accepted by the Company within the Offering Period
(as
described in the Memorandum), including any extended period, subject to certain
terms and conditions set forth in the Memorandum, including the completion
of
the acquisition of the assets of SALT. If subscriptions for the Minimum Offering
are not received and accepted by the Company within the Offering Period
(including any extended period), the funds held in such escrow account
will be promptly returned to the subscribers in full without interest or
deduction. If the Company or the Placement Agent rejects all or a portion of
any
subscription, a check will be
promptly mailed to the Subscriber for all, or the appropriate portion of, the
amount submitted
with such Subscriber's subscription, without interest or deduction. All
subscriptions
received after subscriptions for the Minimum Offering have been received and
accepted
by the Company and the Placement Agent will be deposited in such escrow account
until
accepted by the Company and the Placement Agent, whereupon such subscription
proceeds
will be released by the escrow agent to the Company.
2. Representations
and Warranties of Subscriber. Subscriber represents and warrants to
the
Company and the Placement Agent as follows:
(a) Subscriber
is an "accredited investor" as defined by Rule 501 under the Securities Act
of
1933, as amended (the "Act"), and Subscriber is capable of evaluating the merits
and risks of Subscriber's investment in the Units and has the ability and
capacity to protect Subscriber's interests.
(b) Subscriber
understands that the Securities are not presently registered, but Subscriber
is
entitled to certain rights with respect to the registration of the common stock
underlying
the Units (see Section 6 below). Subscriber understands that the Securities
will
not
be
registered under the Act on the ground that the issuance thereof is exempt
under
Section
4(2) of the Act as a transaction by an issuer not involving any public offering
and that,
in
the view of the Commission, the statutory basis for the exemption claimed would
not be present if any of the representations and warranties of Subscriber
contained in this Subscription Agreement or those of other purchasers of the
Securities are untrue or, notwithstanding the Subscriber's representations
and
warranties, the Subscriber currently has in
mind
acquiring any of the Securities for resale upon the occurrence or non-occurrence
of some
predetermined event.
(c)
Subscriber is purchasing the Securities subscribed for hereby for investment
purposes
and not with a view to distribution or resale, nor with the intention of
selling, transferring
or otherwise disposing of all or any part thereof for any particular price,
or
at any particular
time, or upon the happening of any particular event or circumstance,
except
-2-
selling,
transferring, or disposing the Securities made in full compliance with all
applicable provisions
of the Act, the rules and regulations promulgated by the United States
Securities and
Exchange Commission (the "SEC") thereunder, and applicable state securities
laws; and that an investment in the Securities is not a liquid
investment.
(d)
Subscriber acknowledges that there exists no public market for the Securities,
that
no
such public market may develop in the future and as a result, Subscriber
acknowledges
that the Securities must be held indefinitely unless subsequently registered
under
the
Act or unless an exemption from such registration is available. Subscriber
is
aware of the provisions of Rule 144 promulgated under the Act which permit
resales of common stock purchased in a private placement subject to certain
limitations and to the satisfaction of certain
conditions provided for thereunder, including, among other things, the existence
of a public
market for the common stock, the availability of certain current public
information about the Company, the resale occurring not less than one year
after
a party has purchased and paid for the security to be sold, the sale being
effected through a "broker's transaction" or
in
transactions directly with a "market maker" and the number of shares of common
stock being
sold during any three-month period not exceeding specified
limitations.
Subscriber
acknowledges that Subscriber has had the opportunity to ask questions of, and
receive answers from, each of the Company and SALT, or any authorized
person
acting on behalf of such entity concerning such entity and its business and
to
obtain any additional information, to the extent possessed by the Company and
SALT (or to the extent
it
could have been acquired by the Company or SALT without unreasonable effort
or
expense) necessary to verify the accuracy of the information received by
Subscriber. In connection therewith, Subscriber acknowledges that Subscriber
has
had the opportunity to discuss
each of the Company's and SALT's business, management and financial affairs
with
such
entity's management or any authorized person acting on its behalf. Subscriber
has received
and reviewed the Memorandum and all the information concerning the Company,
SALT
and the Units, both written and oral, that Subscriber desires. Without limiting
the generality of the foregoing, Subscriber has been furnished with or has
had
the opportunity to acquire, and to review: all information, both written and
oral, that Subscriber desires with respect
to each of the Company's and SALT's business, management, financial affairs
and
prospects.
In determining whether to make this investment, Subscriber has relied solely
on
(i) Subscriber's
own knowledge and understanding of the Company, SALT and the business of
each
such
entity based upon Subscriber's own due diligence investigations and the
information
furnished pursuant to this paragraph, and (ii) the information described in
subparagraph
2(g) below. Subscriber understands that no person has been authorized to give
any
information or to make any representations which were not contained in the
Memorandum
and Subscriber has not relied on any other representations or
information.
(f)
Subscriber has all requisite legal and other power and authority to execute
and
deliver this Subscription Agreement and to carry out and perform Subscriber's
obligations under
the
terms of this Subscription Agreement. This Subscription Agreement constitutes
a
valid
and
legally binding obligation of Subscriber, enforceable 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
general principals
of equity, whether such enforcement is considered in a proceeding in equity
or
law.
-3-
Subscriber
has carefully considered and has discussed with the Subscriber's legal,
tax, accounting and financial advisors, to the extent the Subscriber has deemed
necessary,
the suitability of this investment and the transactions contemplated by this
Subscription
Agreement for the Subscriber's particular federal, state, local and foreign
tax
and
financial situation and has independently determined that this investment and
the transactions contemplated by this Subscription Agreement are a suitable
investment for the Subscriber. Subscriber has relied solely on such advisors
and
not on any statements or representations
of the Company or any of its agents. Subscriber understands that Subscriber
(and
not
the Company) shall be responsible for Subscriber's own tax liability that may
arise as
a
result of this investment or the transactions contemplated by this Subscription
Agreement.
(h) This
Subscription Agreement and the Accredited Investor Questionnaire accompanying
this Subscription Agreement do not contain any untrue statement of a material
fact
or
omit any material fact concerning Subscriber.
(i) There
are
no actions, suits, proceedings or investigations pending against Subscriber
or Subscriber's assets before any court or governmental agency (nor, to
Subscriber's
knowledge, is there any threat thereof) which would impair in any way
Subscriber's
ability to enter into and fully perform Subscriber's commitments and
obligations
under this Subscription Agreement or the transactions contemplated
hereby.
(j) The
execution, delivery and performance of and compliance with this Subscription
Agreement and the issuance of the Securities will not result in any violation
of, or
conflict with, or constitute a default under, any of Subscriber's articles
of
incorporation or by-laws,
if applicable, or any agreement to which Subscriber is a party or by which
it is
bound,
nor result in the creation of any mortgage, pledge, lien, encumbrance or charge
against
any of the assets or properties of Subscriber or the Securities.
(k) Subscriber
acknowledges that an investment in the Securities is speculative and
involves a high degree of risk and that Subscriber can bear the economic risk
of
the purchase
of the Securities, including a total loss of his/her/its
investment.
Subscriber
acknowledges that he/she/it has carefully reviewed and considered the
risk
factors discussed in the "Risk Factors" section of the Memorandum.
(m) Subscriber
recognizes that no federal, state or foreign agency has recommended
or endorsed the purchase of the Securities.
(n) Subscriber
is aware that the Securities are and will be, when issued, "restricted
securities" as that teal' is defined in Rule 144 of the general rules and
regulations under the Act.
(o)
Subscriber understands that any and all certificates representing the Securities
and
any
and all securities issued in replacement thereof or in exchange therefor shall
bear the following
legend or one substantially similar thereto, which Subscriber has read and
understands:
-4-
"THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS
AVAILABLE."
(p) In
addition, the certificates representing the Securities, and any and all
securities
issued in replacement thereof or in exchange therefor, shall bear such legend
as
may
be
required by the securities laws of the jurisdiction in which Subscriber
resides.
(q) Because
of the legal restrictions imposed on resale, Subscriber understands that the
Company shall have the right to note stop-transfer instructions in its stock
transfer records, and Subscriber has been informed of the Company's intention
to
do so. Any sales, transfers, or other dispositions of the Securities by
Subscriber, if any, will be made in compliance
with the Act and all applicable rules and regulations promulgated
thereunder.
Subscriber
acknowledges that Subscriber has such knowledge and experience in
financial and business matters that Subscriber is capable of evaluating the
merits and risks of
an
investment in the Securities and of making an informed investment decision
with
respect
thereto.
(s) Subscriber
represents that: (i) Subscriber is able to bear the economic risks of
an
investment in the Securities and to afford a complete loss of the investment,
and (ii) (A) Subscriber
could be reasonably assumed to have the ability and capacity to protect
his/her/its interests in connection with this subscription; or (B) Subscriber
has a pre-existing personal or business
relationship with either the Company or any affiliate thereof of such duration
and nature
as
would enable a reasonably prudent purchaser to be aware of the character,
business acumen
and general business and financial circumstances of the Company or such
affiliate and
is
otherwise personally qualified to evaluate and assess the risks, nature and
other aspects
of this subscription.
(t) Subscriber
further represents that the address of Subscriber set forth below is his/her
principal residence (or, if Subscriber is a company, partnership or other
entity, the address
of its principal place of business); that Subscriber is purchasing the
Securities for Subscriber's
own account and not, in whole or in part, for the account of any other person;
Subscriber is purchasing the Securities for investment and not with a view
to
the resale or distribution
thereof; and that Subscriber has not formed any entity, and is not an entity
formed,
for the purpose of purchasing the Securities.
(u)
Subscriber understands that the Company and the Placement Agent shall have
the
unconditional right to accept or reject this subscription, in whole or in part,
for any reason
or
without a specific reason, in the sole and absolute discretion of the Company
(even after
receipt and clearance of Subscriber's funds). This Subscription Agreement is
not
-5-
binding
upon the Company until accepted in writing by an authorized officer of the
Company.
In the event that this subscription is rejected, then Subscriber's subscription
funds (to
the
extent of such rejection) will be promptly returned in full without interest
thereon or deduction
therefrom.
(v) Subscriber
has not been furnished with any oral representation or oral information in
connection with the offering of the Securities that is not contained in, or
is
in any way contrary to or inconsistent with, statements made in the Memorandum
and this Subscription Agreement.
(w) Subscriber
represents that Subscriber is not subscribing for the Securities 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 the Internet,
television
or radio or presented at any seminar or meeting or any public announcement
or
filing of or by the Company.
(x) Subscriber
has carefully read this Subscription Agreement and the Memorandum,
and Subscriber has accurately completed the Accredited Investor Questionnaire
which accompanies this Subscription Agreement.
(y) No
representations or warranties have been made to Subscriber by the Company,
or any officer, employee, agent, affiliate or subsidiary of the Company, other
than the
representations of the Company contained herein, and in subscribing for the
Securities the
Subscriber is not relying upon any representations other than those contained
in
the Memorandum or in this Subscription Agreement.
(z)
Subscriber represents and warrants, to the best of Subscriber's knowledge,
that
other than the Placement Agent, no finder, broker, agent, financial advisor
or
other intermediary, nor any purchaser representative or any broker-dealer acting
as a broker, is entitled to any compensation in connection with the transactions
contemplated by this Subscription Agreement.
(aa)
Subscriber represents and warrants that Subscriber has not distributed or
reproduced
the Memorandum, in whole or in part, at any time, without the prior written
consent
of the Company and the Placement Agent.
(bb)
If
the Subscriber is a corporation, partnership, limited liability company, trust,
or
other
entity, the person executing this Subscription Agreement hereby represents
and
warrants
that the above representations and warranties shall be deemed to have been
made
on behalf of such entity and the Subscriber has made the same after due inquiry
to determine the truthfulness
of such representations and warranties.
(cc)
If
the Subscriber is a corporation, partnership, limited liability company, trust,
or other entity, it represents that: (i) it is duly organized, validly existing
and in good standing
in its jurisdiction of incorporation or organization and has all requisite
power
and authority
to execute and deliver this Subscription Agreement and purchase the Units,
shares of
Common
Stock, Warrant and Warrant Shares as provided herein; (ii) its purchase of
the
Units
will not result in any violation of, or conflict with, any term or provision
of
the charter, By-Laws
or other organizational documents of Subscriber or any other instrument
or
-6-
agreement
to which the Subscriber is a party or is subject; (iii) the execution and
delivery of this Subscription Agreement and Subscriber's purchase of the Units
has been duly authorized by
all
necessary action on behalf of the Subscriber; and (iv) all of the documents
relating to the
Subscriber's subscription to the Units have been duly executed and delivered
on
behalf of the
Subscriber and constitute a legal, valid and binding agreement of the
Subscriber.
(dd)
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
Rules
of
Fair Practice, receipt of which must be acknowledged by such firm.
(ee)
The
Subscriber understands that all information regarding the Offering is
confidential and represents that it will not be used for any purpose other
than
in connection with his, her or its consideration of a purchase of the Securities
and agrees to treat it in a confidential manner.
(ft)
The
Subscriber acknowledges that the Placement Agent (including any of its
members,
managers, employees, agents or representatives) has not made any representations
or
warranties to the Subscriber concerning the Company or any subsidiary and their
respective
businesses, condition (financial or otherwise) or prospects.
3. Representations
and Warranties of the Company. The
Company represents and warrants
to Subscriber as follows:
(a) The
Company is duly organized and validly exists as a corporation in good
standing
under the laws of the State of Delaware.
(b) The
Company has all such corporate power and authority to enter into, deliver and
perform this Subscription Agreement.
(c) All
necessary corporate action has been duly and validly taken by the Company
to authorize the execution, delivery and performance of this Subscription
Agreement by the Company, and the issuance and sale of the Securities to be
sold
by the Company
pursuant to this Subscription Agreement and the Memorandum. This Subscription
Agreement
has been duly and validly authorized, executed and delivered by the Company
and
constitutes the legal, valid and binding obligation of the Company enforceable
against the
Company in accordance with its terms, except as the enforceability thereof
may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles.
(d) In
addition to the foregoing, Subscriber shall be entitled to rely on all of the
representations,
warranties and covenants made by the Company to the Placement Agent in
that
certain Placement Agency Agreement, as the same may be amended, entered into
between
the Placement Agent and the Company in connection with the Offering as if such
representations,
warranties and covenants were made directly to the Subscriber.
4. Condition
to Obligations of Subscriber. The
Subscriber's obligations hereunder are subject
to the closing of the transactions contemplated by the Asset Purchase Agreement,
pursuant
to which the Company acquired the assets and assumed certain liabilities of
SALT
as
described in the Memorandum.
-7-
5. Indemnification.
Subscriber
agrees to indemnify and hold harmless the Company, the Placement Agent, and
their respective officers, directors, employees, shareholders, agents,
attorneys, representatives and affiliates, and any person acting for or on
behalf of the Company
or the Placement Agent, from and against any and all damage, loss, liability,
cost and
expense (including reasonable attorneys' fees and disbursements) which any
of
them may
incur
by reason of the failure by Subscriber to fulfill any of the terms and
conditions of this
Subscription Agreement, or by reason of any breach of the representations and
warranties
made by Subscriber herein, or in any other document provided by Subscriber
to
the
Company in connection with this investment. All representations, warranties
and
covenants of each of Subscriber and the Company contained herein shall survive
the acceptance of this subscription and the Closings.
6. Registration
Rights.
(a) In
consideration of the investment in the Units described in this Subscription
Agreement
and the Memorandum, the Company hereby grants to the Subscriber, and
Subscriber
hereby agrees to and accepts from the Company, the registration rights set
forth
in the
Registration Rights Agreement, substantially in the form contained in the
Memorandum as
Exhibit 13 (the "Registration Rights Agreement").
(b) In
connection with the exercise by Subscriber of the registration rights set
forth
in
the Registration Rights Agreement, and with respect to the Securities held
by
such Subscriber, Subscriber hereby covenants that, prior to filing a
Registration Statement or Prospectus (each as defined in Registration Rights
Agreement) or any amendments or supplements
thereto, Subscriber shall promptly and truthfully complete and execute a selling
security-holder
questionnaire provided by the Company, and provide any and all such other
material information as the Company may require in order to prepare and file
such Registration Statement; Prospectus or any amendment or supplement
thereto.
7. Miscellaneous.
(a) Subscriber
agrees not to transfer or assign this Subscription Agreement or any of
Subscriber's interest herein and further agrees that the transfer or assignment
of the Securities
acquired pursuant hereto shall be made only in accordance with all applicable
laws.
(b) Subscriber
agrees that Subscriber cannot cancel, terminate, or revoke this Subscription
Agreement or any agreement of Subscriber made hereunder, and this Subscription
Agreement shall survive the death or legal disability of Subscriber and shall
be
binding
upon Subscriber's heirs, executors, administrators, successors, and permitted
assigns.
(c) Subscriber
has read and has accurately completed this entire Subscription Agreement.
(d) This
Subscription Agreement, together with the Memorandum, constitutes the
entire
agreement between the parties hereto with respect to the subject matter hereof
and may be
amended or waived only by a written instrument signed by all
parties.
-8-
(e)
Subscriber acknowledges that it has been advised and has had the opportunity
to
consult with Subscriber's own attorney regarding this subscription and
Subscriber has done
so
to the extent that Subscriber deems appropriate.
Any
notice or other document required or permitted to be given or delivered
to
the
parties hereto shall be in writing and sent: (i) by fax if the sender on the
same day sends
a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid),
or (ii) by registered or certified mail with return receipt requested (postage
prepaid) or
(iii)
by a recognized overnight delivery service (with charges prepaid).
If
to the
Company:
00
Xxxx
00xx
Xxxxxx,
Xxxxx 00X
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxx
Telephone:
000-000-0000
Facsimile:
000-000-0000
With
a
copy to:
Xxxxxx
Xxxxxx Xxxxxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxxxx X. Xxxxxx, Esq.
Telephone:
000-000-0000
Facsimile:
000-000-0000
If
to the
Holder, to the Address Set Forth In the Records of the Company.
(g) Failure
of the Company to exercise any right or remedy under this Subscription
Agreement or any other agreement between the Company and the Subscriber,
or
otherwise, or any delay by the Company in exercising such right or remedy,
will
not operate
as a waiver thereof. No waiver by the Company will be effective unless and
until
it is in
writing and signed by the Company.
(h) This
Subscription Agreement shall be enforced, governed and construed in all
respects
in accordance with the laws of the State of New York, as such laws are applied
by the New York courts except with respect to the conflicts of law provisions
thereof, and shall be
binding upon the Subscriber and the Subscriber's heirs, estate, legal
representatives, successors and permitted assigns and shall inure to the benefit
of the Company, and its successors and assigns.
(i)
Any
legal suit, action or proceeding arising out of or relating to this Subscription
Agreement or the transactions contemplated hereby shall be instituted
exclusively in New York Supreme Court, County of New York, or in the United
States District
Court for the Southern District of New York. The parties hereto hereby: (i)
waive
-9-
any
objection which they may now have or hereafter have to the venue of any such
suit, action
or
proceeding, and (ii) irrevocably consent to the jurisdiction of the New York
Supreme
Court, County of New York, and the United States District Court for the Southern
District
of New York in any such suit, action or proceeding. The parties further agree
to
accept
and acknowledge service of any and all process which may be served in any such
suit, action
or
proceeding in the New York Supreme Court, County of New York, or in the United
States
District Court for the Southern District of New York and agree that service
of
process upon
a
party which is mailed by certified mail to such party's address shall be deemed
in every
respect effective service of process upon such party in any such suit, action
or
proceeding.
(j) If
any
provision of this Subscription Agreement is held to be invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be
deemed
modified to conform with such statute or rule of law. Any provision hereof
that
may prove
invalid or unenforceable under any law shall not affect the validity or
enforceability of any
other
provisions hereof.
(k) The
parties understand and agree that money damages would not be a sufficient remedy
for any breach of this Subscription Agreement by the Company or the Subscriber
and that the party against which such breach is committed shall be entitled
to
equitable relief, including an injunction and specific performance, as a remedy
for any such breach,
without the necessity of establishing irreparable harm or posting a bond
therefor. Such remedies shall not be deemed to be the exclusive remedies for
a
breach by either party of
this
Subscription Agreement but shall be in addition to all other remedies available
at law or
equity
to the party against which such breach is committed.
(l)
All
pronouns and any variations thereof used herein shall be deemed to refer
to
the
masculine, feminine, singular or plural, as identity of the person or persons
may require.
(m)
This
Subscription Agreement may be executed in counterparts and by facsimile,
each of which shall be deemed an original, but all of which shall constitute
one
and
the
same instrument.
-10-
Signature
Page for Individuals:
IN
WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be
executed
as of the date indicated below.
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or Type Name
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or Type Name (Joint-owner)
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Number of
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Date
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Date
(Joint-owner)
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Security Number
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Security Number (Joint-owner)
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_______
Joint Tenancy
|
Tenants
in Common
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Signature
Page for Partnerships, Corporations or Other Entities:
IN
WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be
executed as of the date indicated below.
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Purchase Price
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of Units
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or Type Name of Entity
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Address
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or Type Name and Indicate Title
or Position with Entity
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Signature
(other authorized signatory)
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or Type Name and Indicate Title
or Position with Entity
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Acceptance:
IN
WITNESS WHEREOF, the Company has caused this Subscription Agreement to be
executed,
and the foregoing subscription accepted, as of the date indicated below, as
to
Units.
By:
Name:
Title:
Date:
,
2007
ACCREDITED
INVESTOR QUESTIONNAIRE
Pinpoint
Recovery Solutions Corp. 30
Xxxx
00 Xxxxxx, Xxxxx 00X Xxx
Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
The
undersigned hereby refers to the Subscription Agreement executed and delivered
to the
Company by the undersigned as of the date hereof. In connection with the
subscription thereunder
by the undersigned to purchase Units consisting of shares of Common Stock and
warrants
to purchase Common Stock, the undersigned hereby represents and warrants to
you
that such
individual or entity
_____
does
_____
does
not
meet
at
least one of the tests listed on the attached Qualifications Schedule for an
"accredited investor"
(as such term is defined under Regulation D promulgated pursuant to the
Securities Act of
1933,
as amended).
Dated:
_________,
2007
Very
truly yours,
Name
of
Individual or Entity
Capacity
of Signatory, if applicable
Authorized
Signature
Name
of
Individual — Joint Investor —, if
applicable
Authorized
Signature
QUALIFICATIONS
SCHEDULE
ACCREDITED
INVESTOR STATUS
NOTE:
"Accredited Investors" are accorded special status under the federal securities
laws. Individuals
who hold certain positions with an issuer or its affiliates, or who have certain
minimum
individual income or certain minimum net worth {each as described below) may
qualify
as Accredited Investors. Partnerships, corporations or other entities may
qualify as Accredited
Investors if they fulfill certain financial and other standards or if all of
their equity owners
have incomes and/or net worth which qualify them individually as Accredited
Investors, and
trusts may qualify as Accredited Investors if they meet certain financial and
other tests (as described below).
You
may
qualify as an Accredited Investor under Rule 501 of Regulation D promulgated
under
the
Securities Act of 1933, as amended (the "1933 Act"), if you meet any of the
following tests:
FOR
INDIVIDUALS ONLY
1. You
are a
director or an executive officer of Pinpoint Recovery Solutions, Inc.
An
"executive officer" is the president, any vice president in charge of a
principal business unit, division
or function (such as sales, administration or finance), any other officer who
performs a policy
making function or any other person who performs similar policy making functions
for Pinpoint
Recovery Solutions Corp.
OR
2. You
had
individual income (exclusive of any income attributable to your spouse)
of
more
than $200,000 in each of the two most recent fiscal years, and reasonably expect
to have an
individual income in excess of $200,000 in the current year, or your spouse
and
you had a joint
income in excess of $300,000 in each of the two most recent fiscal years, and
you reasonably
expect to have a joint income in excess of $300,000 in the current year. For
purposes hereof,
income means adjusted gross income, as reported for federal income tax purposes,
increased
by the following amounts: (i) the amount of any tax exempt interest income
under
Section
103 of the Internal Revenue Code (the "Code") received, {ii) the amount of
losses claimed
as a limited partner in a limited partnership as reported on Schedule E of
Form
1040, {iii)
any
deduction claimed for depletion under Section 611 of the Code or (iv) any amount
by which
income has been reduced in arriving at adjusted gross income pursuant to the
provisions of
Section 1202 of the Code. In determining personal income, however, unrealized
capital gains should not be included.
OR
3.
You
have an individual net worth, or your spouse and you have a combined net
worth,
in
excess of $1,000,000. For purposes of this statement, "net worth" means the
excess of total
assets at fair market value, including home, home furnishings and automobiles,
over total liabilities.
FOR
TRUSTS ONLY
4. The
Trust
has total assets in excess of $5,000,000, was not formed for the specific
purpose
of acquiring securities of Pinpoint Recovery Solutions Corp. and the purchase
of
such securities
is directed by a person with such knowledge and experience in financial and
business matters that he or she is capable of evaluating the risks and merits
of
the prospective investment in such securities.
FOR
CORPORATIONS, PARTNERSHIPS OR OTHER PURCHASING ENTITIES
5. Any
corporation, partnership, limited liability company or limited liability
partnership
not formed for the specific purpose of acquiring securities of Pinpoint Recovery
Solutions
Corp., with total assets in excess of $5,000,000.
OR
6.
All
equity owners of the purchasing entity are Accredited Investors.
