SUBSCRIPTION AGREEMENT
To: WATAIRE INTERNATIONAL, INC.
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On and subject to the terms and conditions contained herein, the undersigned
(the "Subscriber") hereby subscribes for the purchase of the number of shares
(the "Shares") of WATAIRE INTERNATIONAL, INC. (the "Company") set forth below
at a price of US $0.48 per Share and Common Stock Purchase Warrants.
Number of Shares: 2,083,333 (the "Subscribed Shares")
Aggregate Subscription Price: US $1,000,000.00 (the "Purchase Price")
Name of Subscriber: P204 Enterprises Ltd.
Address of Subscriber: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇
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1. CLOSING AND PAYMENT; WARRANTS
1.01 Subscription for Shares. Payment for the Subscribed Shares
shall be completed upon execution and delivery of this Subscription Agreement
by the electronic delivery of the Purchase Price to account of the Corporation
at or before 5 PM (California time) on October 17, 2006. Delivery can be
affected by check or wire transfer in accordance with instructions from the
Company. Certificates representing the Shares subscribed for will be delivered
to the Subscriber, in accordance with the instructions set out on the first
page, not more then ten (10) business days after the Closing Date.
1.02 Common Stock Purchase Warrant. In connection with the payment
for the Subscribed Shares, the undersigned shall also receive a warrant to
purchase 2,083,333 shares of common stock of the Corporation (the "Warrant").
On the condition that the Warrant is exercised on or before April 30, 2007,
the exercise price of the Warrant shall be US $0.85 per share; on the
condition that the Warrant is exercised on or before October 31, 2007, the
exercise price of the Warrant shall be US $1.00 per share; and on the
condition that the Warrant is exercised on or before April 30, 2008, the
exercise price of the Warrant shall be US $1.15 per share. The Warrant shall
expire at 5:00 PM (California time) on April 30, 2008. A copy of the Warrant
is attached hereto as Exhibit "A."
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the undersigned as follows:
2.01. Corporate Organization; Etc. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Washington and has full corporate power and authority to carry on its
business as it is now being conducted and to own the properties and assets it
now owns.
2.02. Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by this Subscription Agreement and otherwise to carry out its
obligations hereunder. The execution and delivery of this Subscription
Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Company. This Subscription Agreement when duly executed and
delivered by the Company in accordance with the terms hereof shall constitute
the legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable
principles of general application.
2.03. No Violation. Neither the execution and delivery of this
Subscription Agreement nor the consummation of the transactions contemplated
hereby will violate any provision of the Articles of Incorporation or Bylaws
of the Company, or violate, or be in conflict with, or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the
performance required by, or cause the acceleration of the maturity of any
debt or obligation pursuant to, or result in the creation or imposition of
any security interest, lien or other encumbrance upon any property or assets
of the Company under, any agreement or commitment to which the Company is a
party or by which the Company is bound, or to which the property of the
Company is subject, or violate any statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority.
2.04. Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, or declaration
with, any federal, state or local governmental authority on the part of the
Company is required in connection with the consummation of the transactions
contemplated by this Agreement.
2.05. Offering. Subject in part to the truth and accuracy of the
undersigned's representations set forth in Section 3 of this Subscription
Agreement, the offer, sale and issuance of the Shares as contemplated by this
Subscription Agreement are exempt from the registration requirements of the
Securities Act of 1933 (the "Securities Act"), and neither the Company nor
any authorized agent acting on its behalf will take any action hereafter that
would cause the loss of such exemption.
2.06. Valid Issuance of the Shares. The Shares that are being
purchased by the undersigned hereunder, when issued, sold and delivered in
accordance with the terms of this Subscription Agreement for the consideration
expressed herein, will be duly and validly issued and outstanding, fully paid
and non-assessable. Each subscriber will receive good and valid record title
to the Shares purchased hereunder free and clear of any claim, lien, security
interest, mortgage, pledge, charge or other encumbrance of any nature
whatsoever, except as such may have been created by them.
3. REPRESENTATIONS AND WARRANTEES OF THE UNDERSIGNED
The undersigned understands that the Shares are being offered and sold
pursuant to exemptions from the registration requirements of the Securities
Act afforded by Regulation S of the Rules and Regulations promulgated
thereunder, that the undersigned is purchasing the Shares without being
furnished with any offering materials, that this transaction has not been
scrutinized by the Securities and Exchange Commission or by any administrative
agency charged with the administration of the securities laws of any state
because of the small number of persons contacted in connection with an
investment in the Shares and the private aspects of the Offering and the
undersigned hereby represents and warrants to the Company as follows:
3.01. Organization; Authority. The undersigned, (i) if a natural
person, represents that he has reached the age of twenty one (21) years and
has full power and authority to execute and deliver this Subscription
Agreement and any other related agreements or certificates and to carry out
the provisions hereof and thereof; (ii) if a corporation, partnership, or
limited liability company or partnership, or association, joint stock company,
trust, unincorporated organization or other legal entity, represents that (A)
such entity was not formed for the specifically for the purpose of acquiring
the Shares, (B) such entity was organized, and is validly existing and in good
standing under the laws of the jurisdiction of its organization (C) such
entity has the requisite power and authority to enter into and to consummate
the transactions contemplated by this Subscription Agreement and all other
related agreements or certificates and to carry out the provisions hereof
and thereof and to purchase and hold the Shares and the execution and
delivery of this Subscription Agreement has been duly authorized by all
necessary action, and (D) has been duly executed and delivered on behalf of
such entity and is the legal, valid and binding obligation of such entity; or
(iii) if executing this Subscription Agreement in a representative or
fiduciary capacity, represents that it has full power and authority to execute
and deliver this Subscription Agreement in such capacity and on behalf of the
subscribing individual, ▇▇▇▇, partnership, trust, estate, corporation, or
limited liability company or partnership, or other entity for whom the
undersigned is executing this Subscription Agreement, and such individual,
partnership, ▇▇▇▇, trust, estate, corporation, or limited liability company
or partnership, or other entity has full right and power to perform pursuant
to this Subscription Agreement and make an investment in the Company and
represents that this Subscription Agreement constitutes the legal, valid and
binding obligation of such entity. The execution and delivery of this
Subscription Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the
undersigned is a party or by which it is bound.
3.02. Purchase Entirely for Own Account. This Subscription Agreement
is made with the undersigned in reliance upon the undersigned's representation
to the Company, which by the undersigned's execution of this Subscription
Agreement the undersigned hereby confirms, that the Shares issued to the
undersigned are being acquired for investment for the undersigned's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that the undersigned has no present intention of selling,
granting any participation in, or otherwise distributing the same. By
executing this Subscription Agreement, the undersigned further represents that
he does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any
third person, with respect to any of the Shares.
3.03. Disclosure and Review of Information. (a) The undersigned
represents that (i) he has received and reviewed the Company's filings with the
Securities and Exchange Commission for the last year, (ii) the Company has made
available to the undersigned and his representatives, including his attorney,
tax advisors, accountant and/or Subscriber representative (the
"Representatives") for inspection all documents, records and books pertaining
to an investment in the Shares and (iii) he and is Representatives, if any,
have had an opportunity to ask questions and receive answers from the Company
regarding the business of the Company and the terms and conditions of the
Offering and the Shares. The undersigned believes he has received or has had
available to him all the information he considers necessary or appropriate for
deciding whether to purchase the Shares.
3.04. Risk of Investment. The undersigned is aware that an investment
in the Shares involves a number of very significant risks. The undersigned is
able (i) to bear the economic risk of his investment in the Shares; (ii) to hold
the Shares indefinitely; and (iii) presently to afford a complete loss of an
investment in the Shares; (iv) has adequate means of providing for current
needs and personal contingencies, and (v) has no need for liquidity in an
investment in the Shares.
3.05. Private Placement; Restrictions on Transferability of Shares.
The undersigned acknowledges and understands that the Shares constitute
"restricted securities" under the Securities Act and have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the
undersigned's investment intent as expressed herein. In this connection, the
undersigned understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if the
undersigned's representation was predicated solely upon a present intention to
hold the Shares for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Shares, or for a period of one year or any other fixed
period in the future. The undersigned further understands that (i) the Shares
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available, (ii) the
Company is under no obligation to register the Shares, (iii) each certificate
evidencing Shares will be imprinted with a legend which prohibits the transfer
of such Shares unless they are registered or qualified or such registration
or qualification is not required by reason of any exemption from federal and
state securities laws, and (iv) the Company will require an opinion of the
undersigned's counsel prior to authorizing the registration of any transfer
of any of the Shares in reliance on an exemption from registration or
qualification to the effect that the transfer is exempt from such
registration or qualification.
As more fully described in section 4.05, the undersigned shall hold
harmless the Company and its directors, officers, employees and agents against
any loss or liability from any disposition of the Shares by it in violation
of this Section 2.05.
3.06 Non-Assignability of Shares. The undersigned is aware that
the Shares may not be assigned, transferred or otherwise negotiated by a
subscriber under any circumstances, and that even if the undersigned obtains
the opinion of counsel referenced in Section 2.05, above, he will not be
able to affect a transfer of the Shares.
3.07. Accredited Investor. The undersigned is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under
the Securities Act and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investment to be made hereunder by it.
3.08. Investment Experience. The undersigned (i) has significant
prior investment experience, including investments in non-registered
securities, (ii) has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Shares, and (iii) has a sufficient net worth to sustain a loss of the
entire investment in the Company in the event such a loss should occur. The
undersigned's overall commitment to investments that are not readily
marketable is not excessive in view of the undersigned's net worth and
financial circumstances and the purchase of the Shares will not cause such
commitment to become excessive. The undersigned believes that an investment
in the Shares is a suitable one for the undersigned.
3.09. No Extraneous Oral or Written Representations. The
undersigned confirms that, in making a decision to invest in the Shares, he
has relied exclusively on the information provided by the Company to him
and/or his Representatives. The undersigned has not received nor has he
relied upon any oral or written representations in connection with the
offering of the Shares that are in any way inconsistent with the information
contained herein.
3.10. No Review or Approval by SEC or any State Shares Commission.
The undersigned understands that neither the Securities and Exchange
Commission nor any state securities commission (i) has approved or
disapproved of or endorsed the Shares, or (ii) has determined if the
Memorandum and other Offering Documents are truthful or complete.
3.11. No General Solicitation. The Purchaser is not subscribing
for the Debentures as a result of, or pursuant to, any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio or presented at any seminar or
meeting.
3.12. Representations and Warranties at Closing. Except as
expressly herein otherwise provided, the representations and warranties of
the undersigned set forth in this Agreement shall be true on, and as of, the
Closing Date as though such representations and warranties were made on and
as of such time.
3.13. Accuracy of Information; Reliance on Representations. The
undersigned understands and acknowledges that (i) the Shares acquired and
which may be acquired by it hereunder, are being or will be, offered and
sold to it without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities
Act, and (ii) the availability of such exemption, depends in part on, and
the Company will rely upon the accuracy and truthfulness of, the
representations made by the undersigned herein and the undersigned hereby
consents to such reliance. The undersigned represents to the Company that
any information which the undersigned has heretofore furnished, or is
furnishing to the Company herewith, is complete and accurate and the
undersigned is aware that the Company will, and authorizes the Company to,
rely on such information in determining the availability of an exemption
from registration under federal and state securities laws in connection
with the offering of securities as described herein. The undersigned
further represents and warrants that it will notify and supply corrective
information to the Company immediately upon the occurrence of any change
therein occurring prior to the Company's issuance of any of the Shares.
3.14 Regulation S Representations. The undersigned makes the
following additional warranties and representations to the Company:
(a) The undersigned understands and acknowledges that
the Shares have not been and will not be registered under the Securities Act
and may not be offered or sold in the United States or to, or for the benefit
of, any "U.S. person" (as defined in Regulation S), unless the Shares are
registered under the Securities Act or such offer or sale is made pursuant to
an exemption from the registration requirements of the Securities Act.
(b) The Shares were offered and sold by the Company
pursuant to the terms of this Agreement and Regulation S, which permits the
transfer of the Shares only to non "U.S. Persons" in "off-shore transactions"
(as defined in Regulation S).
(c) The undersigned is not acquiring the Shares as a
result of or in connection with any activity that would constitute "directed
selling efforts" (within the meaning given that term in Regulation S) in the
United States and the undersigned will not undertake any such "directed
selling efforts" in connection with the Shares in the future.
(d) The undersigned is not a "U.S. Person," as defined in
Rule 904 of Regulation S.
(e) The undersigned was outside the United States at the
time (i) the offer to purchase and the sale of the Shares was made, (ii) the
buy order was made for the Shares, and (iii) it executed this Agreement.
(f) Unless registered under the Securities Act, the
undersigned agrees that any offer, sale or transfer of the Shares or the
Conversion Shares or any interest therein to any non "U.S. Person" shall be
made in accordance with the provisions hereof, the Note Agreement and
Regulation S, and that the Company is under no obligation to register or
recognize and may refuse the transfer of any of such securities by the
undersigned unless said offer, sale or transfer is made in accordance with the
provisions hereof the Note Agreement and Regulation S. The following
provisions, among others which now exist or which may hereafter be enacted,
apply to any proposed offer, sale or transfer of the securities to a non "U.S.
Person;" provided, however, that the Company may refuse to register the
transfer of the Shares despite a sale or transfer in conformity with the
provisions described below and Regulation S, if it reasonably believes that
such sale or transfer is being made in bad faith not in conformity with
Regulation S:
(i) The undersigned (and any subsequent holder of
any of the Shares which are transferred in accordance with the provisions
hereof and Regulation S) must certify in writing that neither record nor
beneficial ownership of any of such securities, or any interest therein, as
the case may be, has been offered or sold in the United States or to or for
the account or benefit of any U.S. Person.
(ii) Any proposed transferee or holder of the
Shares must (A) certify in writing that it is not a U.S. Person and that it
is not acquiring such securities for the account or benefit of a U.S. Person
or if such transferee is a U.S. Person that it acquired such securities in a
transaction that did not require registration under the Act and that it agrees
to be bound by the restrictions on resale of any of such securities set forth
herein or in Regulation S; (B) agree in writing to resell such securities only
in accordance with the provisions hereof and Regulation S, except pursuant to
registration under the Securities Act or pursuant to an available exemption
from registration and must agree in writing not to engage in hedging
transactions with regard to any of such securities unless in compliance with
the Securities Act; and (C) agree in writing to the placement of a legend on
the certificate(s) representing such securities substantially in the form
set forth in Section 4, below, and to the placement of a stop transfer on the
Shares on the stock books and records maintained by the Company or its
transfer agent.
(g) Legend on Certificates. The Shares acquired by the
undersigned hereby will be, "restricted securities" as that term is defined
in Rule 144 ("Rule 144") promulgated under the Securities Act and are subject
to the restrictions on transfer imposed therein and pursuant to Regulation S.
(h) The undersigned shall not engage in any activity for
the purpose of, or which may reasonably be expected to have the effect of,
conditioning the market in the United States for the Shares, or offer, sell
or transfer the Shares, or any interest therein to, or for the account of
benefit of, a U.S. Person.
(i) The undersigned will not, directly or indirectly,
engage in any hedging transactions (as such term is defined in the
Securities Act) with respect to the Common Stock unless such transactions
are in compliance with the Securities Act.
(k) If the undersigned publicly re-offers all or any
Shares in the United States, the undersigned (and/or certain persons who
participate in any such re-offer) may be deemed, under certain circumstances,
to be an "underwriter" as defined in Section 2(11) of the Act. If the
undersigned plans to make any such re-offer, it will consult with its counsel
prior to any such re-offer in order to determine its liabilities and
obligations hereunder, Regulation S, the Securities Act, and any applicable
state securities laws.
4. OTHER AGREEMENTS OF THE PARTIES
In connection with the undersigned's subscription for Shares and the
Company's acceptance of such subscription, the undersigned and the Company
covenant and agree as follows:
4.01 Transfer Restrictions.
(a) The undersigned acknowledges and agrees that (i) the
Shares may not be assigned, transferred or otherwise negotiated by a
subscriber under any circumstances; (ii) the Shares may be disposed of only
pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from or in a transaction not subject to
the registration requirements thereof and (iii) in connection with any
transfer of any Shares, Warrants or Warrant Shares other than pursuant to
an effective registration statement, the Company may require the transferor
thereof to provide to the Company with an opinion of counsel selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not
require registration under the Securities Act.
(b) The undersigned agrees to the imprinting, so long as
is required by this Section 4.01, of a legend on the certificates evidencing
the Shares in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON THE
EXEMPTION FROM SUCH REGISTRATION CONTAINED IN REGULATION S UNDER THE
SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD OR TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS SUCH TERM IS DEFINED IN
REGULATION S) EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT."
(c) The undersigned acknowledges and agrees with the Company
that the Company shall not be obligated to recognize or register any transfer
of Shares made by the undersigned in a transaction that does not comply with
the provisions of this Agreement and the undersigned hereby agrees to
indemnify and hold the Company, its officers, director, agents, affiliates
and each other person, if any, who controls the Company, within the meaning
of Section 15 of the Securities Act, and any other registered owner of the
securities of the Company, harmless from and against any and all damages,
losses, liabilities, costs and expenses (including all costs incurred in
prosecuting such rights and reasonable attorneys' fee), which it or they may
incur in investigating, preparing, or defending against any litigation
commenced or threatened, or any claim whatsoever, arising out of or based
upon any transfer of the Shares made by the undersigned that does not
conform to the requirements of this Subscription Agreement.
4.02 Irrevocability; Binding Effect. The undersigned acknowledges
and agrees that the subscription hereunder is irrevocable, except as required
by applicable law, and that this Subscription Agreement shall survive the
death or disability of the undersigned and shall be binding upon and inure to
the benefit of his heirs, executors, administrators, successors, legal
representatives and permitted assigns. If the undersigned is more than one
person, the obligations of the undersigned hereunder shall be joint and
several and the agreements, representations, warranties and acknowledgements
herein shall be deemed to be made by and be binding upon each such person and
such person's heirs, executors, administrators, successors, legal
representatives and permitted assigns.
4.03 Reliance on Representations; Indemnification The undersigned
acknowledges and understands that the offer nor sale of the Shares is not
being registered under the Securities Act. The Company is relying on
exemptions from the registration provisions of the Securities Act and state
securities laws in making the Offering. In view thereof, the undersigned
agrees to indemnify and hold the Company, its officers, director, agents,
affiliates and each other person, if any, who controls the Company, within the
meaning of Section 15 of the Securities Act, and any other registered owner of
the securities of the Company, harmless from and against any and all damages,
losses, liabilities, costs and expenses (including all costs incurred in
prosecuting such rights and reasonable attorneys' fee), which it or they may
incur in investigating, preparing, or defending against any litigation
commenced or threatened, or any claim whatsoever, arising out of or based upon
any false representation or warranty made by the undersigned herein or in any
other documents provided by the undersigned to the Company or by reason of
the failure of the undersigned to fulfill any of the terms or conditions of
this Subscription Agreement.
4.04. Listing. The Company shall use its best efforts to maintain
the quotation of the Common Stock on the OTC Bulletin Board automated
quotation system.
4.05. Remedies. The Subscriber acknowledges and agrees that it
shall not be entitled to seek any remedies with respect to the Offering from
any party other than the Company.
4.06. Confidentiality.
(a) The undersigned shall keep confidential and shall
not use the trade secrets and other non-public information provided to him
by the Company, or its agents in connection with the transactions
contemplated hereby.
(b) ALL INFORMATION CONTAINED IN THE SUBSCRIPTION
DOCUMENTS WILL BE TREATED CONFIDENTIALLY. The undersigned understands,
however, that the Company may present the subscription documents to such
parties as it deems appropriate if called upon to establish that the proposed
offer and sale of the Shares is exempt from registration under the Securities
Act. Further, the undersigned understands that the offering is required to
be reported to the Securities and Exchange Commission.
5. MISCELLANEOUS
5.01 Entire Agreement; Amendments. This Subscription Agreement,
together with the Exhibits and Schedules hereto, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with
respect to such matters.
5.02 Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number of the Company specified in
this Section prior to 4:30 p.m. (Pacific time) on a Business Day (defined
below), (ii) the Business Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified in this Subscription Agreement later than 4:30 p.m. (Pacific time)
on any date and earlier than 11:59 p.m. (Pacific time) on such date, (iii)
the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given. For purposes of this
Subscription Agreement, the term "Business Day" shall mean any day except
Saturday, Sunday and any day which shall be a federal legal holiday or a
day on which banking institutions in the State of California are
authorized or required by law or other governmental action to close. The
address for such notices and communications shall be as follows:
If to the Company: WATAIRE INTERNATIONAL, INC.,
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: ▇▇▇-▇▇▇-▇▇▇▇
If to the Undersigned: P204 Enterprises Ltd.
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▇▇▇▇▇▇▇, ▇▇
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or such other address as may be designated in writing hereafter, in the same
manner, by such person.
5.03 Amendments; Waivers. No provision of this Subscription
Agreement may be waived or amended except in a written instrument signed, in
the case of an amendment, by both the Company and the undersigned; or, in the
case of a waiver, by the party against whom enforcement of any such waiver
is sought. No waiver of any default with respect to any provision, condition
or requirement of this Subscription Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.
5.04 Headings. The headings herein are for convenience only, do
not constitute a part of this Subscription Agreement and shall not be deemed
to limit or affect any of the provisions hereof.
5.05 Successors and Assigns. This Subscription Agreement and the
rights, interests and obligations hereunder are not transferable or
assignable by the undersigned and the transfer or assignment of the Shares
shall be made only in accordance with all applicable law and in accordance
with the provisions hereof.
5.06 No Third-Party Beneficiaries. This Subscription Agreement
is intended for the benefit of the parties hereto and their respective
permitted successors and assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
5.07 Governing Law. This Subscription Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the
State of California without regard to the principles of conflicts of law
thereof. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the Los Angeles,
California, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a
copy thereof to such party at the address in effect for notices to it under
this Subscription Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.
5.08 Execution. This Subscription Agreement may be executed in two
or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an
original thereof.
5.09 Use of Pronouns. All pronouns and any variations thereof
used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to
may require.
5.10 Survival of Representations and Warranties. Each of the
representations and warranties of the undersigned subscriber made in
Section 3 hereof shall survive the execution and delivery hereof and
delivery of the Shares.
5.11 Severability. In case any one or more of the provisions
of this Subscription Agreement shall be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and
provisions of this Subscription Agreement shall not in any way be affected
or impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefore, and
upon so agreeing, shall incorporate such substitute provision in this
Subscription Agreement.
(The remainder of this page is intentionally blank. The signature page
follows.)
IN WITNESS WHEREOF, the undersigned has entered into this Subscription
Agreement on the date and at the place set forth below.
Signature of Subscriber
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________
▇▇▇▇▇ ▇▇▇▇▇▇, President
P204 ENTERPRISES LTD.
At: Woodland Hills, California
Date: October 17, 2006
Accepted by the Company:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
WATAIRE INTERNATIONAL, INC.
