AGREEMENT TO CONVERT DEBT TO STOCK
This agreement is made effective the 31st day of July, 1999, by and
between Xxxx Xxxxxxx, herein referred to as "Shareholder" and ClipperNet
Corporation, an Oregon corporation, herein referred to as "ClipperNet."
RECITALS
WHEREAS, on December 8, 1997, ClipperNet executed a promissory note in
favor of Xxxx Xxxxxxx in the principal sum of $27,502.02, and on August 19,
1999, ClipperNet executed a Promissory Note in favor of Xxxxxxx-Xxxxxx Insurance
Agency, Inc. in the principal sum of $23,000.00. As of the effective date of
this agreement, Shareholder is the holder of said notes. A copy of the
Promissory Notes are attached as Exhibit "A" and incorporated by reference.
WHEREAS, on the effective date of this agreement, there is due and
owing from ClipperNet to Shareholder the sum of $27,4489.38 on said Promissory
Notes.
WHEREAS, ClipperNet and Shareholder have agreed to convert the balance
due on the Promissory Notes to common stock of ClipperNet at a value of $2.00
per share, pursuant to the terms and conditions of this agreement.
WITNESSETH
WHEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:
1. Recitals: The recitals set forth hereinabove are hereby made a part
of this agreement as though fully set forth herein.
2. Conversion: ClipperNet and Shareholder herein agree that Shareholder
shall, in exchange for the issuance of 13,725 shares of common stock of
ClipperNet, fully satisfy all indebtedness represented by the above-referenced
Promissory Notes.
3. Delivery of Note: Shareholder agrees that, as soon as practicable
after the date of this agreement, he shall deliver to ClipperNet the Promissory
Notes referred above, marked "Paid in Full."
4. Delivery of Certificate: Upon receipt of the Promissory Notes
pursuant to Section 3 hereinabove, ClipperNet shall cause to be delivered to
Shareholder a certificate in a form duly approved by the Board of Directors,
evidencing the ownership by Shareholder of 13,725 shares of common stock.
5. Representations of ClipperNet: ClipperNet warrants and represents:
1
a. That it is a duly authorized corporation licensed to due
business in the State of Oregon, and has the authority to issue to
Shareholder 13,725 shares of common stock;
b. That this agreement has been unanimously approved by the
Board of Directors and Shareholders of ClipperNet pursuant to a consent
resolution in lieu of a special meeting; and
c. That the officer executing this agreement has been duly
authorized to sign on behalf of ClipperNet.
6. Representations of Shareholder: Shareholder warrants and represents:
a. That Shareholder has made an independent investment
decision relating to the Shares being acquired hereunder, based upon
the information that Shareholder has received from the Corporation;
b. That Shareholder understands that the Shares being acquired
hereunder have not been registered under the Security Act of 1933 and
that the undersigned has no right to require registration;
c. That Shareholder has adequate means of providing for
current needs and possible contingencies without having to resort to
funds contemplated to be used for the acquisition of Shares;
d. That Shareholder has a net worth sufficient to bear the
risk of losing his entire investment in the Shares;
e. That Shareholder has sufficient knowledge and experience in
financial matters so as to be able to evaluate the relative risks and
merits of an investment in ClipperNet;
f. That the Shares which are the subject of this Agreement
will be acquired solely for Shareholder's account as an investment and
will not be purchased with the view toward distributions, resale,
subdivision or fractionalization;
g. That Shareholder realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of his interest in ClipperNet;
2
h. That Shareholder understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that ClipperNet will not
consent to transfer of shares unless the transferee represents that the
transferee meets certain financial suitability standards;
i. Shareholder has carefully reviewed the information relating
to the financial status, management, and product of ClipperNet.
ClipperNet has made available all documents that were reviewed or
requested prior to this agreement, and has provided answers to all
questions asked concerning the investment. In evaluating the
suitability of an investment in ClipperNet, the undersigned has not
relied upon any representations or other information (whether oral or
written) except documents or answers furnished by ClipperNet;
j. Shareholder acknowledges that the information provided
regarding ClipperNet is confidential and non-public and agrees that all
of the information will be kept in confidence and will not be disclosed
to any third party, but this obligation does not apply to any such
information which (1) is part of public knowledge or is readily
accessible as literature at the date of this agreement, (2) becomes
part of public knowledge or literature and, thus, becomes readily
accessible by publication (except as a result of a breach of this
provision), or (3) is received from third parties (except third parties
who disclose it is in violation of any confidentiality agreement they
may have with the corporation);
k. Shareholder understands that the books and records of
ClipperNet will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business;
l. Shareholder recognizes that investment in ClipperNet
involves certain risks, and Shareholder has taken full cognizance of
the special risks relating to a development stage company.
7. Survival of Warranties: All representations, warranties and
covenants set forth in this agreement shall survive after the date of this
agreement.
8. Attorney's Fees: In the event that suit or action shall be filed by
either of the parties to enforce or establish any rights or remedies under this
agreement, the party prevailing in such suit or action shall be entitled to
recover such additional sum from the other party as the court may adjudge
reasonable as attorney's fees in such suit or action and in any appeal
therefrom.
9. Notices: All notices provided for herein shall be in writing and
shall be deemed to have been duly given if mailed by United Sates certified
mail, postage prepaid, to the appropriate addresses set forth hereinbelow, or
such other address as one party may provide to the other in writing.
10. Successors' Interests: Subject to the limitations stated herein
this agreement shall be binding upon and inure to the benefit of the parties,
their heirs, personal representative, successors and assigns.
11. Gender; Singular or Plural: Any reference in this agreement in the
masculine gender shall include the feminine and neutral genders, and vice versa,
as appropriate. Any reference in this agreement in the singular shall mean the
plural and vice versa as appropriate.
3
12. Governing Law: This agreement shall be construed as to both
validity and performance and enforced in accordance with and governed by the
laws of the State of Oregon. In the event of any dispute arising out of this
agreement, each of the parties consent to exclusive jurisdiction and venue in
the Circuit Court of Lane County, Oregon.
13. Entire Agreement: This agreement and the documents referenced
herein constitute the entire agreement regarding the acquisition of stock in
ClipperNet by Shareholder and supersedes all prior agreement and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless by a written
instrument executed by the party or parties sought to be bound.
SHAREHOLDER CLIPPERNET CORPORATION
/s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
4
AGREEMENT TO CONVERT DEBT TO STOCK
This agreement is made effective the 31st day of July, 1999, by and
between Xxxx Xxxxxxxxxxx, herein referred to as "Shareholder" and ClipperNet
Corporation, an Oregon corporation, herein referred to as "ClipperNet."
RECITALS
WHEREAS, on December 8, 1997, ClipperNet executed a promissory note in
favor of Xxxx Xxxxxxxxxxx in the principal sum of $12,313.22. As of the
effective date of this agreement, Shareholder is the holder of said note. A copy
of the Promissory Note is attached as Exhibit "A" and incorporated by reference.
WHEREAS, on the effective date of this agreement, there is due and
owing from ClipperNet to Shareholder the sum of $10,777.31 on said Promissory
Note.
WHEREAS, ClipperNet and Shareholder have agreed to convert the balance
due on the Promissory Note to common stock of ClipperNet at a value of $2.00 per
share, pursuant to the terms and conditions of this agreement.
WITNESSETH
WHEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:
1. Recitals: The recitals set forth hereinabove are hereby made a part
of this agreement as though fully set forth herein.
2. Conversion: ClipperNet and Shareholder herein agree that Shareholder
shall, in exchange for the issuance of 5,389 shares of common stock of
ClipperNet, fully satisfy all indebtedness represented by the above-referenced
Promissory Note.
3. Delivery of Note: Shareholder agrees that, as soon as practicable
after the date of this agreement, he shall deliver to ClipperNet the Promissory
Note referred above, marked "Paid in Full."
4. Delivery of Certificate: Upon receipt of the Promissory Note
pursuant to Section 3 hereinabove, ClipperNet shall cause to be delivered to
Shareholder a certificate in a form duly approved by the Board of Directors,
evidencing the ownership by Shareholder of 5,389 shares of common stock.
5. Representations of ClipperNet: ClipperNet warrants and represents:
1
a. That it is a duly authorized corporation licensed to due
business in the State of Oregon, and has the authority to issue to
Shareholder 5,389 shares of common stock;
b. That this agreement has been unanimously approved by the
Board of Directors and Shareholders of ClipperNet pursuant to a consent
resolution in lieu of a special meeting; and
c. That the officer executing this agreement has been duly
authorized to sign on behalf of ClipperNet.
6. Representations of Shareholder: Shareholder warrants and represents:
a. That Shareholder has made an independent investment
decision relating to the Shares being acquired hereunder, based upon
the information that Shareholder has received from the Corporation;
b. That Shareholder understands that the Shares being acquired
hereunder have not been registered under the Security Act of 1933 and
that the undersigned has no right to require registration;
c. That Shareholder has adequate means of providing for
current needs and possible contingencies without having to resort to
funds contemplated to be used for the acquisition of Shares;
d. That Shareholder has a net worth sufficient to bear the
risk of losing his entire investment in the Shares;
e. That Shareholder has sufficient knowledge and experience in
financial matters so as to be able to evaluate the relative risks and
merits of an investment in ClipperNet;
f. That the Shares which are the subject of this Agreement
will be acquired solely for Shareholder's account as an investment and
will not be purchased with the view toward distributions, resale,
subdivision or fractionalization;
g. That Shareholder realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of his interest in ClipperNet;
h. That Shareholder understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that ClipperNet will not
consent to transfer of shares unless the transferee represents that the
transferee meets certain financial suitability standards;
2
i. Shareholder has carefully reviewed the information relating
to the financial status, management, and product of ClipperNet.
ClipperNet has made available all documents that were reviewed or
requested prior to this agreement, and has provided answers to all
questions asked concerning the investment. In evaluating the
suitability of an investment in ClipperNet, the undersigned has not
relied upon any representations or other information (whether oral or
written) except documents or answers furnished by ClipperNet;
j. Shareholder acknowledges that the information provided
regarding ClipperNet is confidential and non-public and agrees that all
of the information will be kept in confidence and will not be disclosed
to any third party, but this obligation does not apply to any such
information which (1) is part of public knowledge or is readily
accessible as literature at the date of this agreement, (2) becomes
part of public knowledge or literature and, thus, becomes readily
accessible by publication (except as a result of a breach of this
provision), or (3) is received from third parties (except third parties
who disclose it is in violation of any confidentiality agreement they
may have with the corporation);
k. Shareholder understands that the books and records of
ClipperNet will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business;
l. Shareholder recognizes that investment in ClipperNet
involves certain risks, and Shareholder has taken full cognizance of
the special risks relating to a development stage company.
7. Survival of Warranties: All representations, warranties and
covenants set forth in this agreement shall survive after the date of this
agreement.
8. Attorney's Fees: In the event that suit or action shall be filed by
either of the parties to enforce or establish any rights or remedies under this
agreement, the party prevailing in such suit or action shall be entitled to
recover such additional sum from the other party as the court may adjudge
reasonable as attorney's fees in such suit or action and in any appeal
therefrom.
9. Notices: All notices provided for herein shall be in writing and
shall be deemed to have been duly given if mailed by United Sates certified
mail, postage prepaid, to the appropriate addresses set forth hereinbelow, or
such other address as one party may provide to the other in writing.
10. Successors' Interests: Subject to the limitations stated herein
this agreement shall be binding upon and inure to the benefit of the parties,
their heirs, personal representative, successors and assigns.
11. Gender; Singular or Plural: Any reference in this agreement in the
masculine gender shall include the feminine and neutral genders, and vice versa,
as appropriate. Any reference in this agreement in the singular shall mean the
plural and vice versa as appropriate.
3
12. Governing Law: This agreement shall be construed as to both
validity and performance and enforced in accordance with and governed by the
laws of the State of Oregon. In the event of any dispute arising out of this
agreement, each of the parties consent to exclusive jurisdiction and venue in
the Circuit Court of Lane County, Oregon.
13. Entire Agreement: This agreement and the documents referenced
herein constitute the entire agreement regarding the acquisition of stock in
ClipperNet by Shareholder and supersedes all prior agreement and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless by a written
instrument executed by the party or parties sought to be bound.
SHAREHOLDER CLIPPERNET CORPORATION
/s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
4
AGREEMENT TO CONVERT DEBT TO STOCK
This agreement is made effective the 31st day of July, 1999, by and
between Xxxxxx X. Xxxxxxxxxxx, herein referred to as "Shareholder" and
ClipperNet Corporation, an Oregon corporation, herein referred to as
"ClipperNet."
RECITALS
WHEREAS, ClipperNet has executed Promissory Notes evidencing
indebtedness as follows:
Date Payee Principal Amount
12/08/97 Xxxxxx X. Xxxxxxxxxxx $30,654.99
07/28/98 Business Systems Group, Inc. $336,000.00
09/17/99 Xxxx Xxxxxxx $100,000.00
03/22/99 Xxxx Xxxxxxx $150,000.00
As of the effective date of this agreement, Shareholder is the holder
of said notes. A copy of the Promissory Notes are attached as Exhibit "A" and
incorporated by reference.
WHEREAS, on the effective date of this agreement, there is due and
owing from ClipperNet to Shareholder the sum of $655,622.08 on said Promissory
Notes.
WHEREAS, ClipperNet and Shareholder have agreed to convert the balance
due on the Promissory Notes to common stock of ClipperNet at a value of $2.00
per share, pursuant to the terms and conditions of this agreement.
WITNESSETH
WHEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:
1. Recitals: The recitals set forth hereinabove are hereby made a part
of this agreement as though fully set forth herein.
2. Conversion: ClipperNet and Shareholder herein agree that Shareholder
shall, in exchange for the issuance of 327,811 shares of common stock of
ClipperNet, fully satisfy all indebtedness represented by the above-referenced
Promissory Notes.
3. Delivery of Note: Shareholder agrees that, as soon as practicable
after the date of this agreement, he shall deliver to ClipperNet the Promissory
Notes referred above, marked "Paid in Full."
1
4. Delivery of Certificate: Upon receipt of the Promissory Note
pursuant to Section 3 hereinabove, ClipperNet shall cause to be delivered to
Shareholder a certificate in a form duly approved by the Board of Directors,
evidencing the ownership by Shareholder of 327,811 shares of common stock.
5. Representations of ClipperNet: ClipperNet warrants and represents:
a. That it is a duly authorized corporation licensed to due
business in the State of Oregon, and has the authority to issue to
Shareholder 327,811 shares of common stock;
b. That this agreement has been unanimously approved by the
Board of Directors and Shareholders of ClipperNet pursuant to a consent
resolution in lieu of a special meeting; and
c. That the officer executing this agreement has been duly
authorized to sign on behalf of ClipperNet.
6. Representations of Shareholder: Shareholder warrants and represents:
a. That Shareholder has made an independent investment
decision relating to the Shares being acquired hereunder, based upon
the information that Shareholder has received from the Corporation;
b. That Shareholder understands that the Shares being acquired
hereunder have not been registered under the Security Act of 1933 and
that the undersigned has no right to require registration;
c. That Shareholder has adequate means of providing for
current needs and possible contingencies without having to resort to
funds contemplated to be used for the acquisition of Shares;
d. That Shareholder has a net worth sufficient to bear the
risk of losing his entire investment in the Shares;
e. That Shareholder has sufficient knowledge and experience in
financial matters so as to be able to evaluate the relative risks and
merits of an investment in ClipperNet;
f. That the Shares which are the subject of this Agreement
will be acquired solely for Shareholder's account as an investment and
will not be purchased with the view toward distributions, resale,
subdivision or fractionalization;
g. That Shareholder realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of his interest in ClipperNet;
2
h. That Shareholder understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that ClipperNet will not
consent to transfer of shares unless the transferee represents that the
transferee meets certain financial suitability standards;
i. Shareholder has carefully reviewed the information relating
to the financial status, management, and product of ClipperNet.
ClipperNet has made available all documents that were reviewed or
requested prior to this agreement, and has provided answers to all
questions asked concerning the investment. In evaluating the
suitability of an investment in ClipperNet, the undersigned has not
relied upon any representations or other information (whether oral or
written) except documents or answers furnished by ClipperNet;
j. Shareholder acknowledges that the information provided
regarding ClipperNet is confidential and non-public and agrees that all
of the information will be kept in confidence and will not be disclosed
to any third party, but this obligation does not apply to any such
information which (1) is part of public knowledge or is readily
accessible as literature at the date of this agreement, (2) becomes
part of public knowledge or literature and, thus, becomes readily
accessible by publication (except as a result of a breach of this
provision), or (3) is received from third parties (except third parties
who disclose it is in violation of any confidentiality agreement they
may have with the corporation);
k. Shareholder understands that the books and records of
ClipperNet will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business;
l. Shareholder recognizes that investment in ClipperNet
involves certain risks, and Shareholder has taken full cognizance of
the special risks relating to a development stage company.
7. Survival of Warranties: All representations, warranties and
covenants set forth in this agreement shall survive after the date of this
agreement.
8. Attorney's Fees: In the event that suit or action shall be filed by
either of the parties to enforce or establish any rights or remedies under this
agreement, the party prevailing in such suit or action shall be entitled to
recover such additional sum from the other party as the court may adjudge
reasonable as attorney's fees in such suit or action and in any appeal
therefrom.
9. Notices: All notices provided for herein shall be in writing and
shall be deemed to have been duly given if mailed by United Sates certified
mail, postage prepaid, to the appropriate addresses set forth hereinbelow, or
such other address as one party may provide to the other in writing.
3
10. Successors' Interests: Subject to the limitations stated herein
this agreement shall be binding upon and inure to the benefit of the parties,
their heirs, personal representative, successors and assigns.
11. Gender; Singular or Plural: Any reference in this agreement in the
masculine gender shall include the feminine and neutral genders, and vice versa,
as appropriate. Any reference in this agreement in the singular shall mean the
plural and vice versa as appropriate.
12. Governing Law: This agreement shall be construed as to both
validity and performance and enforced in accordance with and governed by the
laws of the State of Oregon. In the event of any dispute arising out of this
agreement, each of the parties consent to exclusive jurisdiction and venue in
the Circuit Court of Lane County, Oregon.
13. Entire Agreement: This agreement and the documents referenced
herein constitute the entire agreement regarding the acquisition of stock in
ClipperNet by Shareholder and supersedes all prior agreement and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless by a written
instrument executed by the party or parties sought to be bound.
SHAREHOLDER CLIPPERNET CORPORATION
/s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
4
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided me with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, I agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, I irrevocably tender this Subscription
Agreement for purchase of 419,325 shares of the Corporation's common stock ("the
Shares"). The total purchase price of said shares is $838,650.00 to be paid by
transfer to ClipperNet Corporation of 279,550 shares of restricted common stock
of Integrated Food Resources, Inc., a Nevada corporation, valued at $3.00 per
share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1319 evidencing 279,550 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 279,550 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1319 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 279,550 shares of
Integrated Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 279,550 shares of Integrated Food Resources, Inc., and
the transfer will not breach any agreement or contract heretofore
entered into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, he has made an independent investment decision relating to the Shares
based upon the above-described information that has received from the
Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. He understands that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing his entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for his account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that the corporation
will not consent to transfer of shares unless the transferee represents
that the transferee meets certain financial suitability standards;
H. The undersigned and his Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to his attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information
provided regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
2
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
K. The undersigned and his Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxxx Xxxxxxxxxxx
XXXX XXXXXXXXXXX
Address: 0000 Xxxxx Xx.
Xxxxx, XX 00000
Accepted this 15th day of September, 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
4
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided me with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, I agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, I irrevocably tender this Subscription
Agreement for purchase of 67,092 shares of the Corporation's common stock ("the
Shares"). The total purchase price of said shares is $134,184.00 to be paid by
transfer to ClipperNet Corporation of 44,728 shares of restricted common stock
of Integrated Food Resources, Inc., a Nevada corporation, valued at $3.00 per
share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1317 evidencing 44,728 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 44,728 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1317 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 44,728 shares of Integrated
Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 44,728 shares of Integrated Food Resources, Inc., and the
transfer will not breach any agreement or contract heretofore entered
into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, he has made an independent investment decision relating to the Shares
based upon the above-described information that has received from the
Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. He understands that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing his entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for his account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that the corporation
will not consent to transfer of shares unless the transferee represents
that the transferee meets certain financial suitability standards;
H. The undersigned and his Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to his attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and his Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX
Address: X.X. Xxx 000
Xxxxxxx, XX 00000
Accepted this 15th day of September, 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
4
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided me with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, I agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, we irrevocably tender this
Subscription Agreement for purchase of 67,092 shares of the Corporation's common
stock ("the Shares"). The total purchase price of said shares is $134,184.00 to
be paid by transfer to ClipperNet Corporation of 44,728 shares of restricted
common stock of Integrated Food Resources, Inc., a Nevada corporation, valued at
$3.00 per share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1317 evidencing 44,728 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 44,728 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1317 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 44,728 shares of Integrated
Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 44,728 shares of Integrated Food Resources, Inc., and the
transfer will not breach any agreement or contract heretofore entered
into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, he has made an independent investment decision relating to the Shares
based upon the above-described information that has received from the
Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. He understands that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing his entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for his account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that the corporation
will not consent to transfer of shares unless the transferee represents
that the transferee meets certain financial suitability standards;
H. The undersigned and his Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to his attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and his Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxxx Xxxxxxx
XXXX XXXXXXX
Address: 000 Xxxxxxxxx Xxx.
Xxxxxx, XX 00000
Accepted this 15th day of September, 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
3
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided me with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, I agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, I irrevocably tender this Subscription
Agreement for purchase of 67,092 shares of the Corporation's common stock ("the
Shares"). The total purchase price of said shares is $134,184.00 to be paid by
transfer to ClipperNet Corporation of 44,728 shares of restricted common stock
of Integrated Food Resources, Inc., a Nevada corporation, valued at $3.00 per
share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1318 evidencing 44,728 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 44,728 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1318 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 44,728 shares of Integrated
Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 44,728 shares of Integrated Food Resources, Inc., and the
transfer will not breach any agreement or contract heretofore entered
into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, he has made an independent investment decision relating to the Shares
based upon the above-described information that has received from the
Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. He understands that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing his entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for his account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that the corporation
will not consent to transfer of shares unless the transferee represents
that the transferee meets certain financial suitability standards;
H. The undersigned and his Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to his attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and his Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxx Xxxxxxx
XXX XXXXXXX
Address: 00000 Xxx. 00, Xxxxx X
Xxxxxxxx, XX 00000
Accepted this 10th day of November , 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
3
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided me with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, I agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, I irrevocably tender this Subscription
Agreement for purchase of 27,962 shares of the Corporation's common stock ("the
Shares"). The total purchase price of said shares is $55,923.00 to be paid by
transfer to ClipperNet Corporation of 18,641 shares of restricted common stock
of Integrated Food Resources, Inc., a Nevada corporation, valued at $3.00 per
share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1324 and 1325 evidencing 18,641 fully
paid up, non-assessable shares of restricted common stock of Integrated Food
Resources, Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 18,641 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1324 and 1325 free and clear of all liens, claims,
pledges, or encumbrances except for restrictions on transfer as
disclosed herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 18,641 shares of Integrated
Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 18,641 shares of Integrated Food Resources, Inc., and the
transfer will not breach any agreement or contract heretofore entered
into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, he has made an independent investment decision relating to the Shares
based upon the above-described information that has received from the
Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. He understands that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing his entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for his account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that the corporation
will not consent to transfer of shares unless the transferee represents
that the transferee meets certain financial suitability standards;
H. The undersigned and his Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to his attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and his Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ J. Xxxxx Xxxxxx
J. XXXXX XXXXXX
Address: X.X. Xxx 00000
Xxxxxx, XX 00000
Accepted this 15th day of September, 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
3
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided me with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, I agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, I irrevocably tender this Subscription
Agreement for purchase of 419,325 shares of the Corporation's common stock ("the
Shares"). The total purchase price of said shares is $838,650.00 to be paid by
transfer to ClipperNet Corporation of 279,550 shares of restricted common stock
of Integrated Food Resources, Inc., a Nevada corporation, valued at $3.00 per
share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1321 evidencing 279,550 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 279,550 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1321 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 279,550 shares of
Integrated Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 279,550 shares of Integrated Food Resources, Inc., and
the transfer will not breach any agreement or contract heretofore
entered into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, he has made an independent investment decision relating to the Shares
based upon the above-described information that has received from the
Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. He understands that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing his entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for his account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that he may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that his right to transfer the
Shares will be restricted unless the transfer will not be in violation
of the Securities Act of 1933 or applicable state securities laws
(including investor suitability standards) and that the corporation
will not consent to transfer of shares unless the transferee represents
that the transferee meets certain financial suitability standards;
H. The undersigned and his Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to his attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and his Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxxxxx X. Xxxxxxxxxxx
XXXXXX X. XXXXXXXXXXX
Address: 00000 Xxxxx Xx.
Xxxxxxxxxxx, XX 00000
Accepted this 15th day of September, 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
3
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided us with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, we agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, we irrevocably tender this
Subscription Agreement for purchase of 83,865 shares of the Corporation's common
stock ("the Shares"). The total purchase price of said shares is $167,730.00 to
be paid by transfer to ClipperNet Corporation of 55,910 shares of restricted
common stock of Integrated Food Resources, Inc., a Nevada corporation, valued at
$3.00 per share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1323 evidencing 55,910 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 55,910 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1323 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 55,910 shares of Integrated
Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 55,910 shares of Integrated Food Resources, Inc., and the
transfer will not breach any agreement or contract heretofore entered
into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, they have made an independent investment decision relating to the
Shares based upon the above-described information that they have received from
the Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. They understand that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing their entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for their account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that they may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that their right to transfer
the Shares will be restricted unless the transfer will not be in
violation of the Securities Act of 1933 or applicable state securities
laws (including investor suitability standards) and that the
corporation will not consent to transfer of shares unless the
transferee represents that the transferee meets certain financial
suitability standards;
H. The undersigned and their Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to their attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and their Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX
/s/ Xxxxx X. Xxxxxx
XXXXX XXXXXX
Address: 0000 Xxxxxxxx Xx.
Xxxxxx, XX 00000
Accepted this 15th day of September , 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
3
CLIPPERNET CORPORATION
an Oregon corporation
SUBSCRIPTION AGREEMENT
ClipperNet Corporation
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Gentlemen:
You have provided the undersigned with certain information regarding
ClipperNet Corporation, an Oregon corporation, ("The Corporation"), including
information relating to the financial status, management and product of the
Corporation. You have also provided us with the opportunity to ask questions and
to request information regarding the Corporation.
In light of that information, we agree with the Corporation:
Purchase Subject to the terms and conditions of this Subscription
Agreement and for valuable consideration, we irrevocably tender this
Subscription Agreement for purchase of 153,752 shares of the Corporation's
common stock ("the Shares"). The total purchase price of said shares is
$307,603.00 to be paid by transfer to ClipperNet Corporation of 102,501 shares
of restricted common stock of Integrated Food Resources, Inc., a Nevada
corporation, valued at $3.00 per share.
Upon acceptance of this Subscription Agreement by ClipperNet
Corporation and the execution hereof, the undersigned shall deliver to
ClipperNet Corporation Certificate No(s). 1322 evidencing 102,501 fully paid up,
non-assessable shares of restricted common stock of Integrated Food Resources,
Inc. fully endorsed for transfer to ClipperNet Corporation.
With respect to said shares of Integrated Food Resources, Inc. being
transferred to ClipperNet Corporation, the undersigned represents and warrants
the following:
A. The undersigned is the owner of 102,501 shares of
common stock of Integrated Food Resources, Inc. as evidenced by
Certificate No(s). 1322 free and clear of all liens, claims, pledges,
or encumbrances except for restrictions on transfer as disclosed
herein.
B. The undersigned has not granted to any person or entity an
option or the right to purchase any of said 102,501 shares of
Integrated Food Resources, Inc.
C. The undersigned has the right, power and authority to
transfer said 102,501 shares of Integrated Food Resources, Inc., and
the transfer will not breach any agreement or contract heretofore
entered into by the undersigned.
The undersigned represents that, as of the date of this Subscription
Agreement, they have made an independent investment decision relating to the
Shares based upon the above-described information that they have received from
the Corporation
Representation by Subscriber. The undersigned represents and warrants:
1
A. They understand that the Shares have not been registered
under the Security Act of 1933 and that the undersigned has no right to
require registration;
B. The undersigned has adequate means of providing for current
needs and possible contingencies without having to resort to funds
contemplated to be used for the purchase of Shares;
C. The undersigned has a net worth sufficient to bear the risk
of losing their entire investment in the Shares;
D. The undersigned has alone or together with a Purchaser
Representative (as defined by SEC Rule 501), sufficient knowledge and
experience in financial matters so as to be able to evaluate the
relative risks and merits of an investment in the corporation when it
is offered;
E. The Shares which are the subject of this Agreement will be
acquired solely for their account as an investment and will not be
purchased with the view toward distributions, resale, subdivision or
fractionalization;
F. The undersigned realizes that the Shares cannot be readily
sold, that there will be no public market, that they may not be able to
sell or to dispose of their interests in the Corporation;
G. The undersigned understands that their right to transfer
the Shares will be restricted unless the transfer will not be in
violation of the Securities Act of 1933 or applicable state securities
laws (including investor suitability standards) and that the
corporation will not consent to transfer of shares unless the
transferee represents that the transferee meets certain financial
suitability standards;
H. The undersigned and their Purchaser Representative, if any,
have carefully reviewed the information relating to the financial
status, management, and product of the Corporation. The Corporation has
made available, if so requested, to their attorney, accountant, and
Purchaser Representative, all documents that were reviewed or requested
prior to an offer of shares of the Corporation, and has provided
answers to all questions asked of the Corporation concerning the
offering and an investment in the Corporation. In evaluating the
suitability of an investment in the Corporation, the undersigned has
not relied upon any representations or other information (whether oral
or written) except documents or answers furnished by the Corporation;
I. The undersigned acknowledges that the information provided
regarding the Corporation is confidential and non-public. The
undersigned agrees that all of the information will be kept in
confidence and will not be disclosed to any third party, but this
obligation does not apply to any such information which is (1) is part
of public knowledge or is readily accessible as literature at the date
of this Subscription Agreement, (2) becomes part of public knowledge or
literature and, thus, becomes readily accessible by publication (except
as a result of a breach of this provision), or (3) is received from
third parties (except third parties who disclose it is in violation of
any confidentiality agreement they may have with the corporation);
J. The undersigned understands that the books and records of
the Corporation will be available upon reasonable notice for inspection
by investors during reasonable business hours at its principal place of
business;
2
K. The undersigned and their Purchaser Representative, if any,
recognize that investment in the Corporation involves certain risks,
and the undersigned has taken full cognizance of the special risks
relating to a development stage company.
Acknowledgement of ClipperNet Corporation. ClipperNet Corporation by
its acceptance and execution hereof, acknowledges that the shares of common
stock of Integrated Food Resources, Inc., received hereby, have not been
registered under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred unless compliance with the registration provisions of such
Act has been made or unless availability of an exemption from such registration
provisions has been established, or unless sold pursuant to Rule 144 under the
Securities Act of 1933.
IN WITNESS WHEREOF, the undersigned executed this Subscription
Agreement effective the 31st day of July, 1999.
/s/ Xxxxxxx X. Xxxxxx
XXXXXXX X. XXXXXX
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX
Address: 000 Xxxxxxxx Xx.
Xxxxxx, XX 00000
Accepted this 15th day of September , 1999.
CLIPPERNET CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President
