SUBSCRIPTION AGREEMENT
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
This
Subscription Agreement (“Agreement”) is entered into
as of April 20, 2010, by and among Vanguard Minerals Corporation (“Vanguard” or the "Company");
and the purchasers listed on Schedule A of this Agreement (individually, a “Purchaser” and collectively,
the “Purchasers”).
WHEREAS,
Vanguard desires to issue and sell, and Purchaser desires to purchase, the
number of shares of Vanguard’s Common Stock, par value $0.001 per share (the
“Common Stock”), that
would be issuable based on the purchase amount set forth opposite the name of
each Purchaser on Schedule A hereto, as
determined under Section 1.4 hereof;
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties hereto, intending to be legally bound hereby, agree
as follows:
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ARTICLE
I
PURCHASE
AND SALE OF SHARES
Section 1.1
Purchase
and Sale. Vanguard hereby sells, assigns,
transfers and delivers to Purchaser the number of shares of Common Stock set
forth opposite the name of each Purchaser on Schedule
A, and the Purchaser
hereby purchases from Vanguard the number of shares of Common Stock of Vanguard
priced at $1.50 per share as set forth opposite the name of each Purchaser under
the heading “Total Purchase Price” on Schedule
A.
Section 1.2
Deliveries on Behalf
of Vanguard. Vanguard hereby delivers to each Purchaser; one or more
certificates representing the number of Shares based on the purchase amount
opposite the name of such entity or individual on Schedule A and as
determined under Section 1.4 hereof.
Section 1.3
Deliveries by the
Purchasers. Each Purchaser listed on Schedule A hereby
delivers to Vanguard payment of the aggregate purchase price set forth opposite
the name of such Purchaser under the heading “Total Purchase Price” on Schedule A hereto in
the form of shares of PEI Worldwide Holdings, Inc. valued at $1.50 per share and
delivered immediately to the Company concurrently with the execution of this
Agreement.
Section
1.4. Issuance. The
Company acknowledges that payment in full for the shares has been made and that
the shares will be issued immediately in the amounts listed on Schedule A
attached hereto.
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ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
Section 2.1
Each of the
Purchasers, severally but not jointly, represents and warrants, as to such
Purchaser only, to Vanguard that such Purchaser:
(a) has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of its investment in the Shares contemplated hereby, and
the Purchaser’s financial situation is such that the Purchaser is able to bear
indefinitely the economic risk of such investment;
(b)
has had the
opportunity to meet with certain of Vanguard’s officers and representatives to
discuss Vanguard’s business, assets, liabilities and financial
condition;
(c)
is acquiring the Shares for its own account for investment purposes only, and
not with a view to, or for resale in connection with, any distribution thereof
within the meaning of the Securities Act of 1933 as amended, and the regulations
promulgated thereunder (the “Securities Act”);
(d) understands that the Shares
have not been registered under the Securities Act and cannot be sold unless
subsequently registered under the Securities Act or pursuant to an exemption
therefrom and further understands that availability of an exemption may depend
on factors over which the Purchaser has no control;
(e) is an “accredited
investor” within the meaning of Rule 501 of Regulation D under the
Securities Act, or if not such an “accredited investor”, has notified Vanguard
of this fact in writing;
(f) is not relying upon any
information, other than that contained in this Agreement and the results of the
Purchaser’s own independent investigation;
(g) if not a natural person, is
a limited liability company or limited partnership, as applicable, duly
organized, validly existing and in good standing under the laws of its state of
organization;
(h) has the power and
authority to execute and deliver this Agreement and to perform and consummate
the transactions contemplated hereby. The Purchaser has taken all actions
necessary to authorize the execution and delivery of this Agreement, the
performance of its obligations hereunder and the consummation of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Purchaser. This Agreement constitutes the legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its respective terms, except as the enforceability thereof may
be limited by general principles of equity applicable to bankruptcy, insolvency,
reorganization or similar laws generally.
Section 2.2 The
Company hereby makes the following representations and warranties to each
Purchaser:
(a) The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. The Company has the corporate power and
authority to carry on its business as now conducted and presently proposed to be
conducted and to carry out the transactions contemplated by this
Agreement
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(b) Immediately prior to the
date hereof (i) the authorized capital stock of the Company consists of
1,666,666 shares of common stock and no shares of preferred stock, (ii)of which
268,499 shares of common stock are issued and outstanding..
(c)
Immediately
prior to the date hereof, the Company does not have outstanding any stock or
securities convertible or exchangeable for any shares of its capital stock, nor
does it have outstanding any rights or options to subscribe for or to purchase
any capital stock or any stock or securities convertible into or exchangeable
for any capital stock or any agreement related thereto, except as entered into
concurrently as of the date hereof or except as disclosed in the Company’s
filings with the Securities and Exchange Commission.
(d) The Shares of the Company
will be and all of the outstanding shares of the Company’s capital stock have
been duly authorized, validly issued, fully paid and
non-assessable.
(e) The Company has made
available to the Purchaser true and complete copies of its articles of
incorporation and bylaws as in effect on the date hereof.
(f)
The execution, delivery and
performance of this Agreement and all other agreements and transactions
contemplated hereby and thereby have been duly authorized by the Company. This
Agreement constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to the availability of equitable remedies
and to the laws of bankruptcy and other similar laws affecting creditors’ rights
generally. The execution and delivery by the Company of this Agreement and all
other agreements and instruments contemplated hereby to be executed by the
Company and the offering, sale and issuance of the Shares hereunder, does not
and will not (i) conflict with or result in a breach of the terms,
conditions or provisions of, (ii) constitute a default under,
(iii) result in the creation of any lien, security interest, charge or
encumbrance upon the Company’s capital stock or assets pursuant to,
(iv) give any third party the right to accelerate any obligation under,
(v) result in a violation of or (vi) require any authorization,
consent, approval, exemption or other action by or notice to any court or
administrative or governmental body (other than in connection with certain state
and federal securities laws) pursuant to, the certificate of incorporation or
the bylaws, or any law, statute, rule, regulation, instrument, order, judgment
or decree to which the Company is subject or any agreement or instrument to
which the Company is a party.
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ARTICLE
III
MISCELLANEOUS
Section 3.1 Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same Agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and delivered to
each party.
Section 3.2 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada.
[Signature
Pages Follow]
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Vanguard
Minerals Corporation
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By:
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/s/ Xxxxx Xxxxx
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Name: Xxxxx
Xxxxx
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Title:
President and Chief Executive
Officer
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Signature
Page to Subscription Agreement
6
X
/s/ Xxxxx
Xxxxx
Signature
of Purchaser
Print
Name of Purchaser: Xxxxx Xxxxx
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Schedule
A:
Xxxxx
Xxxxx
860,000
Shares of Common Stock of Vanguard Minerals Corporation
$1.50 per
share
Total
Purchase Price: $1,290,000
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