B Management, Inc. SUBSCRIPTION AGREEMENT
B
Management Inc.
00
Xxxxx
Xxxxxx, Xxxxx 00
Xxxxxxxxxx,
XX 00000
Ladies
and Gentlemen:
1. Subscription. The
undersigned (the “Purchaser”), intending to be legally bound, hereby agrees to
purchase from B Management, Inc. (the “Company”) one investment unit (the “Unit”
and collectively, the “Units”) in the amount of $5.00 per Unit as set forth on
the signature page hereof. Each Unit consists of two hundred (200) shares of
the
Company’s common stock, par value $0.0001
per
share (the “Shares”). This
subscription is submitted to you in accordance with and subject to the terms
and
conditions described in this Subscription Agreement and the LIMITED OFFERING
MEMORANDUM of the Company, dated April
1st, 2008, as amended or supplemented from time to time, including all
attachments, schedules and exhibits thereto (the “Memorandum”), relating to the
offering (the “Offering”) by the Company of $200
in
aggregate purchase price of Units. The purchase price per Unit shall be equal
to
$5.00.
Purchasers may purchase a maximum of one
(1) Unit.
The
terms
of the Offering are more completely described in the Memorandum and such terms
are incorporated herein in their entirety. Certain terms used but not otherwise
defined herein shall have the respective meanings provided in the
Memorandum.
2. Payment.
The
Purchaser encloses herewith, cash, check payable to, or will immediately make
a
wire transfer payment to the Company in the full amount of the purchase price
of
the Units being subscribed for. Such funds will be held for the Purchaser’s
benefit, and will be returned promptly, without interest, penalty, expense
or
deduction if this Subscription Agreement is not accepted by the Company or
the
Offering is terminated pursuant to its terms or by the Company. Together with
the check for, or wire transfer of, the full purchase price, the Purchaser
is
delivering a completed and executed signature page of this Subscription
Agreement.
3. Acceptance
of Subscription.
The
Purchaser understands and agrees that the Company reserves the right to accept
or reject this or any other subscription for Units, in whole or in part, and
in
any order, notwithstanding prior receipt by the Purchaser of notice of
acceptance of this subscription. The Company shall have no obligation hereunder
until the Company shall execute and deliver to the Purchaser an executed copy
of
this Subscription Agreement. If this subscription is rejected in whole or the
Offering is terminated, all funds received from the Purchaser will be returned
without interest, penalty, expense or deduction, and this Subscription Agreement
shall thereafter be of no further force or effect. If this subscription is
rejected in part, and in any order, the funds for the rejected portion of this
subscription will be returned without interest, penalty, expense or deduction,
and this Subscription Agreement will continue in full force and effect to the
extent this subscription was accepted.
4. Representations
and Warranties.
The
Purchaser hereby represents, warrants, acknowledges and agrees as
follows:
(a) The
Shares offered pursuant to the Memorandum are not registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws. The Purchaser understands that the offering and sale of the
Units is intended to be exempt from registration under the Securities Act,
by
virtue of Section 4(2) thereof and the provisions of Regulation D promulgated
thereunder, based, in part, upon the representations, warranties and agreements
of the Purchaser contained in this Subscription Agreement;
(b) The
Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the “Advisors”), have received the
Memorandum and all other documents requested by the Purchaser, have carefully
reviewed them and understand the information contained therein, and the
Purchaser and the Advisors, if any, prior to the execution of this Subscription
Agreement, have had access to the same kind of information which would be
available in a registration statement filed by the Company under the Securities
Act;
(c) Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities
commission has approved the Units or the Shares included in the Units, or passed
upon or endorsed the merits of the Offering or confirmed the accuracy or
determined the adequacy of the Memorandum. The Memorandum has not been reviewed
by any Federal, state or other regulatory authority;
(d) All
documents, records and books pertaining to the investment in the Units
(including, without limitation, the Memorandum) have been made available for
inspection by the Purchaser and the Advisors, if any;
(e) The
Purchaser and the Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on behalf
of
the Company concerning the offering of the Units and the business, financial
condition, results of operations and prospects of the Company, and all such
questions have been answered to the full satisfaction of the Purchaser and
the
Advisors, if any;
(f) In
evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other
than as stated in the Memorandum;
(g) The
Purchaser is unaware of, is in no way relying on, and did not become aware
of
the offering of the Units through or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, in connection
with the offering and sale of the Units and is not subscribing for Units and
did
not become aware of the offering of the Units through or as a result of any
seminar or meeting to which the Purchaser was invited by, or any solicitation
of
a subscription by, a person not previously known to the Purchaser in connection
with investments in securities generally;
(h) The
Purchaser has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby;
(i) The
Purchaser, together with its Advisors, if any, have such knowledge and
experience in financial, tax, and business matters, and, in particular,
investments in securities, so as to enable them to utilize the information
made
available to them in connection with the offering of the Units to evaluate
the
merits and risks of an investment in the Units and the Company and to make
an
informed investment decision with respect thereto;
(j) The
Purchaser is not relying on the Company or any of its employees or agents with
respect to the legal, tax, economic and related considerations as to an
investment in the Units, and the Purchaser has relied on the advice of, or
has
consulted with, only his own Advisors;
(k) The
Purchaser is acquiring the Units solely for the Purchaser’s own account for
investment and not with a view to resale, assignment or distribution thereof,
in
whole or in part. The Purchaser has no agreement or arrangement, formal or
informal, with any person to sell or transfer any of the Units, and the
Purchaser has no plans to enter into any such agreement or
arrangement;
(l) The
Purchaser must bear the substantial economic risks of the investment in the
Units indefinitely because none of the securities included in the
Units may
be sold,
hypothecated or otherwise disposed of unless subsequently registered under
the
Securities Act and applicable state securities laws or an exemption from such
registration is available. Legends shall be placed on the Shares to the effect
that they have not been registered under the Securities Act or applicable state
securities laws and appropriate notations thereof will be made in the Company’s
stock books. Stop transfer instructions will be placed with the transfer agent
of the Shares. The Company has no obligation
to register for resale the shares, and there can be no assurance that the
registration of such shares will be undertaken by the Company. It is not
anticipated that there will be any market for resale of the Shares included
in
the Units, and such shares will not be freely transferable at any time in the
foreseeable future;
(m) The
Purchaser has adequate means of providing for such Purchaser’s current financial
needs and foreseeable contingencies and has no need for liquidity of the
investment in the Units for an indefinite period of time;
(n) The
Purchaser is aware that an investment in the Units involves a number of very
significant risks and has carefully read and considered the matters set forth
under the caption “Risk Factors” in the Memorandum, and otherwise referred to in
the Memorandum;
(o) The
Purchaser meets the requirements of at least one of the suitability standards
for an “accredited investor” as set forth on the Accredited Investor
Questionnaire in the form of Exhibit
B
attached
hereto or, if the Purchaser does not meet such standards, the Purchaser has
completed the Nonaccredited Investor Questionnaire in the form of Exhibit
C
attached
hereto;
(p) The
Purchaser: (i) if a natural person, represents that the Purchaser has reached
the age of 21 and has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and
to
carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
limited liability company or partnership, association, joint stock company,
trust, unincorporated organization or other entity, such entity was not formed
for the specific purpose of acquiring the Units, such entity is duly organized,
validly existing and in good standing under the laws of the state of its
organization, the consummation of the transactions contemplated hereby is
authorized by, and will not result in a violation of state law or its charter
or
other organizational documents, such entity has full power and authority to
execute and deliver 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, the execution and delivery of this Subscription
Agreement has been duly authorized by all necessary action, this Subscription
Agreement has been duly executed and delivered on behalf of such entity and
is a
legal, valid and binding obligation of such entity; and (iii) if executing
this
Subscription Agreement in a representative or fiduciary capacity, it has full
power and authority to execute and deliver this Subscription Agreement in such
capacity and on behalf of the subscribing individual, xxxx, partnership, trust,
estate, corporation, limited liability company or limited liability partnership,
or other entity for whom the Purchaser is executing this Subscription Agreement,
and such individual, xxxx, partnership, trust, estate, corporation, 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 that this Subscription Agreement constitutes a 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 Purchaser
is a party or by which it is bound;
(q) The
Purchaser and the Advisors, if any, had the opportunity to obtain any additional
information, to the extent the Company had such information in its possession
or
could acquire it without unreasonable effort or expense, necessary to verify
the
accuracy of the information contained in the Memorandum and all documents
received or reviewed in connection with the purchase of the Units and have
had
the opportunity to have representatives of the Company provide them with such
additional information regarding the terms and conditions of this particular
investment and the financial condition, results of operations, business and
prospects of the Company deemed relevant by the Purchaser or the Advisors,
if
any, and all such requested information, to the extent the Company had such
information in its possession or could acquire it without unreasonable effort
or
expense, has been provided to its full satisfaction;
(r) The
Purchaser represents to the Company that any information which the undersigned
has heretofore furnished or furnishes herewith to the Company is complete and
accurate and may be relied upon by the Company in determining the availability
of an exemption from registration under Federal and state securities laws in
connection with the offering of securities as described in the Memorandum.
The
Purchaser 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 the securities
contained in the Units;
(s) The
Purchaser has a sufficient net worth to sustain a loss of its entire investment
in the Company in the event such a loss should occur. The Purchaser’s overall
commitment to investments which are not readily marketable is not excessive
in
view of its net worth and financial circumstances and the purchase of the Units
will not cause such commitment to become excessive. The investment is a suitable
one for the Purchaser;
(t) No
oral
or written representations have been made, or oral or written information
furnished, to the Purchaser or the Advisors, if any, in connection with the
offering of the Units or as to the Company, which are in any way inconsistent
with the information contained in the Memorandum;
(u) THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ALTHOUGH
THE
COMPANY HAS AN OBLIGATION TO REGISTER FOR RESALE THE SHARES OF COMMON STOCK
UNDERLYING THE SECURITIES UNDER CERTAIN CIRCUMSTANCES, THERE CAN BE NO ASSURANCE
THAT SUCH REGISTRATION WILL BE COMPLETED WITHIN THE TIME FRAMES REQUIRED, OR
AT
ALL. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
5. Irrevocability;
Binding Effect.
The
Purchaser hereby acknowledges and agrees that the subscription hereunder is
irrevocable by the Purchaser, except as required by applicable law, and that
this Subscription Agreement shall survive the death or disability of the
Purchaser and shall be binding upon and inure to the benefit of the parties
and
their heirs, executors, administrators, successors, legal representatives and
permitted assigns. If the Purchaser is more than one person, the obligations
of
the Purchaser hereunder shall be joint and several and the covenants,
agreements, representations, warranties, and acknowledgments 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.
6. Modification.
This
Subscription Agreement shall not be modified or waived except by an instrument
in writing signed by the party against whom any such modification or waiver
is
sought.
7. Notices.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be mailed by certified mail, return receipt requested,
sent by nationwide overnight courier or delivered against receipt to the party
to whom it is to be given (a) if to Company, at the address set forth above,
or
(b) if to the Purchaser, at the address set forth on the signature page hereof
(or, in either case, to such other address as the party shall have furnished
in
writing in accordance with the provisions of this Section). Any notice or other
communication given by certified mail shall be deemed given at the time that
it
is signed for by the recipient except for a notice changing a party’s address
which shall be deemed given at the time of receipt thereof. Any notice or other
communication given by nationwide overnight courier shall be deemed given the
next business day following being deposited with such courier.
8. Assignability.
This
Subscription Agreement and the rights, interests and obligations hereunder
are
not transferable or assignable by the Purchaser and the transfer or assignment
of the Units or the underlying securities shall be made only in accordance
with
all applicable laws.
9. Applicable
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York
relating
to contracts entered into and to be performed wholly within such
State.
10. Blue
Sky Qualification.
The
purchase of Units under this Subscription Agreement is expressly conditioned
upon the exemption from qualification of the offer and sale of the Units from
applicable Federal and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any jurisdiction and,
should qualification be necessary, the Company shall be released from any and
all obligations to maintain its offer, and may rescind any sale contracted,
in
such jurisdiction.
11. 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.
12. Miscellaneous.
(a) This
Agreement and its exhibits and schedules constitutes the entire agreement
between the Purchaser and the Company with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings, if
any,
relating to the subject matter hereof. The terms and provisions of this
Agreement may be waived, or consent for the departure therefrom granted, only
by
a written document executed by the party entitled to the benefits of such terms
or provisions.
(b) The
Purchaser’s covenants, agreements, representations and warranties made in this
Agreement shall survive the execution and delivery hereof and delivery of the
Shares contained in the Units.
(c) Each
of
the parties hereto shall pay its own fees and expenses (including the fees
of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby whether
or not the transactions contemplated hereby are consummated.
(d) This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which shall together constitute one and the
same
instrument.
(e) Each
provision of this Subscription Agreement shall be considered separable and,
if
for any reason any provision or provisions hereof are determined to be invalid
or contrary to applicable law, such invalidity or illegality shall not impair
the operation of or affect the remaining portions of this Subscription
Agreement.
(f) Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Subscription Agreement as set forth in the text.
[Remainder
of page intentionally left blank.]
SIGNATURE
PAGE TO FOLLOW
SUBSCRIPTION
AGREEMENT
EXECUTION
OF THIS AGREEMENT BY ANY PURCHASER SHALL BE DEEMED TO CONSTITUTE ACKNOWLEDGEMENT
AND ACCEPTANCE OF THE TERMS OF REGISTRATION RIGHTS ANNEXED HERETO AS EXHIBIT
A
BY SUCH PURCHASER.
Subscriber
hereby elects to subscribe under the Subscription Agreement for a total of
one
Unit comprised
of
200
Shares per Unit,
at a
purchase price of $5.00
per Unit.
Date
(NOTE: To be completed by subscriber): _______________, 2008. If the purchaser
is an INDIVIDUAL, or if the purchasers are INDIVIDUALS who have purchased as
JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as TENANTS IN
COMMON, or as COMMUNITY PROPERTY:
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Print
Names(s)
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Social
Security Number(s)
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Signature(s)
of Investor(s)
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Joint
Signature
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Address
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Date
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If
the
purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY or
LIMITED LIABILITY PARTNERSHIP:
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Name
of Partnership, Corporation, Trust, Limited Liability Company or
Limited
Liability Partnership
Address:
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Federal
Taxpayer
Identification
Number
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By:
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Name:
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State
of Organization
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Title:
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SUBSCRIPTION
FOR ONE UNIT ACCEPTED AND AGREED TO this _____ day of __________
2008.
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By:
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Name:
Title:
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