EXHIBIT 6.8
The following form of Securities Purchase Agreement was entered into with
Xxxxxxx Capital Ltd. and FAC Enterprises, Inc. on January 27, 1999.
ARNGRE, INC.
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Securities Purchase Agreement
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Units consisting of one (1) share of Common Stock
and one (1) Common Stock Purchase
Warrant offered at $.008 per Unit
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January 27, 1999
FORM OF
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of
the day and year appearing on the signature page hereof by and between Arngre,
Inc., a Florida corporation ("Arngre" or the "Company"), and the investor whose
name appears at the end of this Agreement (the "Purchaser").
R E C I T A L S:
In order to obtain capital to fund a joint venture to be engaged in the
silver mining business in Mexico, the Company wishes to issue, and the Purchaser
wishes to purchase units (the "Units"), each consisting of one share of the
Company's common stock, $.001 par value per share (the "Common Stock") and a
five-year warrant to purchase one share of the Common Stock at an exercise price
of $4.00 per share (the "Warrants").
NOW, THEREFORE, in consideration of the premises hereof and the agreements
set forth herein below, the parties hereto hereby agree as follows:
1. Sale and Purchase of Units.
(a) Subject to the terms and conditions hereof, on the Closing Date,
as defined in Section 3 hereof, the Company agrees to issue and sell, and the
Purchaser agrees to purchase, that number of Units as are indicated on the last
page of this Agreement at a purchase price (the "Purchase Price") of $.008 per
Unit. Generally, the Company will not accept subscriptions for less than $2,000
(reflecting a total purchase of 250,000 Units), although the Company reserves
the right to consider subscriptions for lesser amounts in its sole discretion.
(b) Restricted Securities. The shares of Common Stock of the Company,
the Warrants and the shares of Common Stock issuable upon exercise of the
Warrants that are being offered hereby (collectively, the "Securities") are
"restricted securities" as that term is defined under Rule 144 of the Securities
Act of 1933, as amended (the "Act"), and, accordingly, may not be offered for
sale or sold or otherwise transferred in a transaction which would constitute a
sale thereof within the meaning of the Act unless: (i) such security has been
registered for sale under the Act and registered or qualified under applicable
state securities laws relating to the offer and sale of securities; or (ii)
exemptions from the registration requirements of the Act and the registration or
qualification requirements of all such state securities laws are available and
the Company shall have received an opinion of counsel that the proposed sale or
other disposition of such securities may be effected without registration under
the Act and would not result in any violation of any applicable state securities
laws relating to the registration or qualification of securities for sale, such
counsel and such opinion to be satisfactory to the Company. As restricted
securities, the resale of the Securities is subject to significant restrictions
upon resale. See Section 7 hereafter, "Understanding of Investment Risks."
(i) Each Unit will consist of one (1) share of the Company's
Common Stock and one Warrant. Each Warrant entitles the holder to purchase one
share of Common Stock at an exercise price of $4.00 per share for a five-year
period from the date of this Agreement.
(ii) The Company has agreed to cause the authorization of a
sufficient number of shares of Common Stock for issuance upon exercise of the
Warrants and that these shares, when issued, will be fully paid and
non-assessable.
(iii) Prior to the exercise of the Warrants, holders of the
Warrants will be entitled to no voting rights or other rights provided by law to
security holders of the Company.
(iv) Holders of Common Stock of the Company have equal rights to
receive dividends when, as, and if declared by the Board of Directors out of
funds legally available therefor. Holders of Common Stock of the Company have
one vote for each share held of record and do not have cumulative voting rights.
(v) Holders of Common Stock of the Company are entitled upon
liquidation of the Company to share ratably in the net assets available for
distribution, subject to the rights, if any of holders of any preferred stock of
the Company then outstanding. Shares of Common Stock of the Company are not
redeemable and have no preemptive or similar rights. All outstanding shares of
common stock of the Company are fully paid and nonassessable.
(vi) The Warrants are subject to redemption by the Company at any
time from the date of issue at a redemption price of $.001 per Warrant on thirty
(30) days written notice upon the following conditions: (i) if a Registration
Statement covering the resale of the Shares issuable upon exercise of Warrants
is effective as of that date; and (ii) if the average of the closing bid prices
of the Company's Common Stock as reported on the OTC Bulletin Board, American
Stock Exchange or The NASDAQ SmallCap MarketSM (or the last sales prices of the
Common Stock listed on a national securities exchange or included in The NASDAQ
National Market), exceeds $8.00 for ten (10) consecutive trading days ending
within fifteen (15) days of the notice of redemption. All Warrants must be
redeemed if any are redeemed.
2. Units Offered In A Private Placement Transaction.
(a) The Units subject to this Securities Purchase Agreement are to be
offered as part of a private placement transaction pursuant to Section 4(2) and
Regulation D of the Act (the "Offering") by the Company on a "best efforts"
basis of up to 2,000,000 Units to be offered to a number of sophisticated and
accredited investors. Accordingly, as of the date hereof, there can be no
assurances as to the number of Units that will be sold in the Offering. The
Company reserves the right to increase the number of Units sold without notice
to or consent of the subscribers or existing Unit holders.
(b) The Units are being offered to a limited number of accredited and
other sophisticated investors by the Company directly, without sales commission.
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(c) The purchase price per unit is $.008 payable in cash upon
subscription and the minimum number of Units which a Subscriber may purchase
will generally be no less than 250,000 Units (reflecting a total purchase price
of $2,000.00), although the Company may, in its sole discretion, accept
subscriptions for smaller number of Units.
(d) The Offering will generally be maintained by the Company until the
earlier of: (i) the sale of all of the Units offered pursuant to such Securities
Purchase Agreements (or such greater number of Units as the Company elects to
offer); or (ii) such date that the Company chooses to terminate the Offering
(hereinafter the "Offering Period").
(e) The Company is concurrently offering up to 14,500,000 shares of
Common Stock in a private placement at a purchase price of $.001 per share (the
"Concurrent Offering"). The proceeds of this Offering and the Concurrent
Offering are intended to satisfy the Company's obligation to pay the $25,000
Subscription Payment (as such term is hereinafter defined).
3. Binding Effect of Securities Purchase Agreement; The Closing.
(a) This Securities Purchase Agreement shall not be binding on the
Company unless and until the Company has accepted the offer represented by an
executed signature page at the end hereof. The Company may accept or reject this
Securities Purchase Agreement in the Company's sole discretion, if the Purchaser
does not meet the suitability standards established herein or for any other
reason. In the event the Company rejects this Agreement, the Purchaser's funds
will be promptly returned without deduction of any costs and with at interest.
(b) The closing of the purchase and sale of the Units hereunder (the
"Closing") shall occur concurrently upon acceptance by the Company of this
Securities Purchase Agreement and deposit with the Company of funds representing
the Purchase Price. Notwithstanding the above, the Company reserves the right to
reject a subscription within ten (10) days of receipt of the Purchase Price
should the Company determine during that period that the Subscriber does not
satisfy the subscriber qualifications or suitability standards established
hereafter.
4. Deliveries by the Company.
The Company shall deliver to the Purchaser within ten (10) days after the
Closing:
(a) A stock certificate bearing applicable restrictive legends, duly
executed by the appropriate officer (s) and registered in Purchaser's name or
its nominee; and
(b) The Warrants in the form set forth at Exhibit "A" duly executed by
the appropriate officer(s) and registered in the Purchaser's name or any nominee
thereof.
5. Description of the Company - Possible Joint Venture Agreement
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The Company is currently inactive with no material assets or liabilities,
but has identified a joint venture business opportunity in the silver business
in Mexico. Under the proposed joint venture arrangement, the Company would
subscribe for shares of International Capri Resources, S.A. de C.V., a Mexican
company ("ICRM") representing a 60% ownership interest of ICRM. ICRM has secured
the rights to purchase exclusive royalty-free exploration and/or exploitation
concessions in five properties (the "Properties") located in Mexico that may be
silver producing. The Company, along with other shareholders of ICRM, have
agreed to combine resources to provide the short-term funding necessary for ICRM
to acquire and develop the Properties.
It is anticipated that ICRM will require expenditures of approximately
$750,000 in the short-term in order to purchase and initially develop the
Properties. Under a draft joint venture and subscription agreement, the first
$250,000 of development costs will be funded by another ICRM shareholder.
Following a $25,000 subscription payment for ICRM shares of common stock (the
"Subscription Payment"), the Company has agreed to advance the next $500,000 in
development costs in four monthly consecutive installment payments of $125,000
each. In the event that these installment payments are not made in a timely
fashion and upon the occurrence of certain other conditions, the Company's
equity interest in ICRM will be reduced.
Although management is confident that the joint venture will be
effectuated, there can be no assurances to this effect, particularly since the
following conditions remain to be satisfied: (i) the execution of a definitive
joint venture and subscription agreement acceptable to all parties; and (ii) the
Company's completion of a due diligence review of the joint venture and ICRM.
The Company plans to reincorporate into the State of Delaware and change
its name to "Silver King Resources, Inc." as quickly as practicable.
The share capitalization as of the date hereof consists of 50,000,000
authorized shares of common stock, of which 1,000,000 are issued and outstanding
as of the date of this Agreement. Assuming that all 2,000,000 Units offering in
the Offering and all 14,500,000 shares of Common Stock offered in the Concurrent
Offering are sold, the Company will have 17,500,000 shares outstanding and the
2,000,000 shares of Common Stock of the Units will represent approximately 11.4%
of the total issued and outstanding shares at such time.
Xxxxxxx X. Xxxxxxxxxx is currently serving as the Company's sole officer
and director; however, upon the Company's subscription of shares of ICRM, it is
anticipated that Xx. Xxxxxxxxxx will be replaced and/or additional officers
and/or directors will be nominated to manage the Company's interest in the ICRM
joint venture project. Such other individuals have not yet been identified.
6. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:
(a) Accredited Investor. The Purchaser has such knowledge and
experience in business and financial matters such that the Purchaser is capable
of evaluating the merits and risks of purchasing the Units. The Purchaser is an
"accredited investor" as that term is defined in
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Rule 501 of Regulation D of the Act and represents that he satisfies the
suitability standards identified in Section 11 hereof;
(b) Loss of Investment. The Purchaser(s) (i) overall commitment to
investments which are not readily marketable is not disproportionate to his net
worth; (ii) investment in the Company will not cause such overall commitment to
become excessive; (iii) can afford to bear the loss of his entire investment in
the Company; and (iv) has adequate means of providing for his current needs and
personal contingencies and has no need for liquidity in his investment in the
Company;
(c) Special Suitability. The Purchaser satisfies any special
suitability or other applicable requirements of his state of residence and/or
the state in which the transaction by which the Securities are purchased occurs;
(d) Investment Intent.
(i) the Purchaser hereby acknowledges that the Purchaser has been
advised that this Offering has not been registered with, or reviewed by, the
Securities and Exchange Commission ("SEC") because this Offering is intended to
be a non-public offering pursuant to Section 4(2) and Rule 506 of Regulation D
of the Act. The Purchaser represents that the Units are being purchased for the
Purchaser's own account and not on behalf of any other person, for investment
purposes only and not with a view towards distribution or resale to others. The
Purchaser agrees that the Purchaser will not attempt to sell, transfer, assign,
pledge or otherwise dispose of all or any portion of the Securities unless they
are registered under the Act or unless in the opinion of counsel an exemption
from such registration is available, such counsel and such opinion to be
satisfactory to the Company. The Purchaser understands that the Securities have
not been registered under the Act by reason of a claimed exemption under the
provisions of the Act which depends, in part, upon the Purchaser's investment
intention; and
(ii) the Securities and any certificates issued in replacement
therefor shall bear the following legend, in addition to any other legend
required by law or otherwise:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY THE
REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR
DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF
WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE RULES AND REGULATIONS THEREUNDER."
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(e) State Securities Laws. The Purchaser understands that no
securities administrator of any state has made any finding or determination
relating to the fairness of this investment and that no securities administrator
of any state has recommended or endorsed, or will recommend or endorse, the
offering of the Units;
(f) Authority; Power; No Conflict. The execution, delivery and
performance by the Purchaser of the Agreement are within the powers of the
Purchaser, have been duly authorized and will not constitute or result in a
breach or default under, or conflict with, any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any
agreement or other undertaking, to which the Purchaser is a party or by which
the Purchaser is bound, and, if the Purchaser is not an individual, will not
violate any provision of the charter documents, By-Laws, indenture of trust or
partnership agreement, as applicable, of the Purchaser. The signatures on the
Agreement are genuine, and the signatory, if the Purchaser is an individual, has
legal competence and capacity to execute the same, or, if the Purchaser is not
an individual, the signatory has been duly authorized to execute the same; and
the Agreement constitutes the legal, valid and binding obligations of the
Purchaser, enforceable in accordance with its terms;
(g) No General Solicitation. The Purchaser acknowledges that no
general solicitation or general advertising (including communications published
in any newspaper, magazine or other broadcast) has been received by him and that
no public solicitation or advertisement with respect to the offering of the
Units has been made to him;
(h) Advice of Tax and Legal Advisors. The Purchaser has relied solely
upon the advice of its own tax and legal advisors with respect to the tax and
other legal aspects of this investment; and
(i) Access to Information. The Purchaser has had access to all
material and relevant information concerning the Company, its management,
financial condition, capitalization, market information, properties and
prospects necessary to enable Purchaser to make an informed investment decision
with respect to its investment in the Units. Purchaser has carefully read and
reviewed, and is familiar with and understands the contents thereof and hereof,
including, without limitation, the risk factors described in this Agreement. See
"Understanding of Investment Risks." Purchaser acknowledges that it has had the
opportunity to ask questions of and receive answers from, and to obtain
additional information from, representatives of the Company concerning the terms
and conditions of the acquisition of the Units and the present and proposed
business and financial condition of the Company, and has had all such questions
answered to its satisfaction and has been supplied all information requested.
7. Understanding of Investment Risks. An investment in the Units should not
be made by a Purchaser who cannot afford the loss of its entire Purchase Price.
The Purchaser acknowledges that the Units offered hereby have not been approved
or disapproved by the Securities and Exchange Commission, or any state
securities commissions, nor has the Securities and Exchange Commission or any
state securities commission passed upon the adequacy or accuracy of this
Securities Purchase Agreement or any exhibit hereto. An
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investment in the Units should not be made until the Purchaser has considered
the following risk factors:
(a) Risks related to Joint Venture - Company may remain inactive.
The Company is presently an inactive shell that has undertaken no
operations since inception and has no material assets. Although management
intends to utilize the net proceeds from the Offering of the Units to fund the
proposed ICRM joint venture, there can be no assurance that the joint venture
will be completed, or that it will be successful if completed. If the joint
venture is not completed, management will use its best efforts to identify
another suitable business opportunity. There can be no assurances, however, if
and when a suitable business opportunity will be identified. The purchase price
for the Units will not be returned to the subscribers in the event the joint
venture is not completed; rather, management will use these proceeds to apply
towards the expenses of a business opportunity in the future.
(b) Arbitrary Offering Price. The price of the Units offered hereby
has been arbitrarily determined by the Company without the benefit of an
arm's-length negotiation and is not based upon generally-recognized criteria,
such as earnings, price per share, net book value, etc. There can be no
assurances that the offering price is representative of the actual value of the
Units.
(c) Dividends. The payment of dividends by the Company is not
contemplated in the foreseeable future. Earnings, if any, are expected to be
retained to finance and develop the business of the ICRM joint venture.
(d) Registration Rights; Restrictions Upon Resale. The Securities have
not been registered under the Act or any state securities or blue-sky law and
subscribers may not sell or otherwise transfer such securities except pursuant
to registration under the Act and any applicable state securities laws or
exemptions therefrom. Because of such restrictions, a subscriber for the Units
must bear the economic risks of such investment for an indefinite period of
time.
(e) No Public Market. Although the Company's Common Stock is eligible
for trading on the OTC Electronic Bulletin Board, there is currently no public
trading market for the Common Stock. There can be no assurances that a regular
trading market will ever develop for the Common Stock of the Company.
(f) Undesignated Management. Upon the Company's subscription to shares
of common stock of ICRM, the Company may retain new management. At this time, no
such persons have been identified for such positions.
(g) Additional Dilution. In order to raise capital to satisfy the
Company's obligation to fund $500,000 of the development costs of the ICRM joint
venture, the Company anticipates offering additional shares of its Common Stock
or other securities convertible into
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Common Stock. There can be no assurances that such future offerings will raise
capital sufficient for that purpose. In addition, any future offerings may have
a significantly dilutive effect on the Investors' interest in the Company.
8. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser as follows:
(a) Organization and Standing of the Company. The Company is a duly
organized and validly existing corporation in good standing under the laws of
the State of Florida with adequate power and authority to conduct the business
in which it is now engaged and has the corporate power and authority to enter
into this Agreement, and is duly qualified and licensed to do business as a
foreign corporation in such other states or jurisdictions as is necessary to
enable it to carry on its business, except where failure to do so would not have
a material adverse effect on its business;
(b) Corporate Power and Authority. The execution and delivery of this
Agreement and the transactions contemplated hereby have been duly authorized by
the Board of Directors of the Company. No other corporate act or proceeding on
the part of the Company is necessary to authorize this Agreement or the
consummation of the transactions contemplated hereby. When duly executed and
delivered by the parties hereto, this Agreement will constitute a valid and
legally binding obligation of the Company enforceable against it in accordance
with its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, moratorium, reorganization or other similar laws and legal and
equitable principles limiting or affecting the rights of creditors generally;
and/or (ii) general principles of equity, regardless of whether considered in a
proceeding in equity or at law;
(c) Noncontravention. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not, to the best
of the Company's knowledge and belief, (i) permit the termination or
acceleration of the maturity of any material indebtedness or material obligation
of the Company; (ii) permit the termination of any material note, mortgage,
indenture, license, agreement, contract, or other instrument to which the
Company is a party or by which it is bound or the Certificate of Incorporation
or By-Laws of the Company; (iii) except as expressly provided in this Agreement
and except for state "blue sky" approvals that may be required and those
consents and waivers which already have been obtained by the Company, require
the consent, approval, waiver or authorization from or registration or filing
with any party, including but not limited to any party to a material agreement
to which the Company is a party or by which it is bound, or any regulatory or
governmental agency, body or entity except where failure to obtain such consent,
approval, waiver or authorization would not have a material adverse effect on
the Company's business; (iv) result in the creation or imposition of any lien,
claim or encumbrance of any kind or nature on any material properties or assets
of the Company; or (v) violate in any material aspect any statute, law, rule,
regulation or ordinance, or any judgment, decree, order, regulation or rule of
any court, tribunal, administrative or governmental agency, body or entity to
which the Company or its properties is subject except where such violation would
not have a material adverse effect on the Company's business; and
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(d) Reservation of Securities. The requisite number of shares of
Common Stock of the Company have been duly authorized and reserved for issuance
upon the Company's receipt and acceptance of payment therefore, and no further
corporate action is required for the valid issuance of such shares.
9. IMPORTANT CONSIDERATIONS: SUITABILITY STANDARDS - WHO SHOULD INVEST.
INVESTMENT IN THE UNITS INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY
FOR PERSONS OF SUBSTANTIAL FINANCIAL RESOURCES WHO HAVE NO NEED FOR LIQUIDITY IN
THEIR INVESTMENT.
A substantial number of state securities commissions have established
investor suitability standards for the marketing within their respective
jurisdictions of restricted securities. Some have also established minimum
dollar levels for purchases in their states. The reasons for these standards
appear to be, among others, the relative lack of liquidity of securities of such
programs as compared with other securities investments. Investment in the Units
involves a high degree of risk and is suitable only for persons of substantial
financial means who have no need for liquidity in their investments.
The Company has adopted as a general investor suitability standard the
requirement that each Purchaser of Units represents in writing that he: (a) is
acquiring the Units for investment and not with a view to resale or
distribution; (b) can bear the economic risk of losing his entire investment;
(c) his overall commitment to investments which are not readily marketable is
not disproportionate to its net worth, and an investment in the Units will not
cause such overall commitment to become excessive; (d) has adequate means of
providing for its current needs and personal contingencies and has no need for
liquidity in this investment in the Units; (e) has evaluated all the risks of
investment in the Company; and (f) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of investing in the Company or is relying on its own purchaser
representative, in making an investment decision.
In addition, all of the Subscribers for Units must be: (1) a sophisticated
investor with substantial net worth and experience in making investments of this
nature; and (2) an "accredited investor," as defined in Rule 501 of Regulation D
under the Act, by meeting any of the following conditions:
(i) he has an individual income in excess of $200,000 in each of
the two most recent years or joint income with his spouse in excess of $300,000
in each of those years, and he reasonably expects an income in excess of the
aforesaid levels in the current year, or
(ii) he has an individual net worth, or a joint net worth with
his spouse, at the time of his purchase, in excess of $1,000,000 (net worth for
these purposes includes homes, home furnishings and automobiles), or
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(iii) he otherwise satisfies the Company that he is an accredited
investor, as defined in Rule 501 under the Act.
Other categories of investors included within the definition of accredited
investor include the following: certain institutional investors, including
certain banks, whether acting in their individual or fiduciary capacities;
certain insurance companies; federally registered investment companies; business
development companies (as defined under the Investment Company Act of 1940);
Small Business Investment Companies licensed by the Small Business
Administration; certain employee benefit plans; private business development
companies (as defined in the Investment Advisers Act of 1940); tax exempt
organizations (as defined in Section 501(c)(3) of the Internal Revenue Code)
with total assets in excess of $5,000,000; entities in which all the equity
owners are accredited investors; and certain affiliates of the Company.
A partnership subscriber, which satisfies the requirements set forth in
clauses (a) through (f) above shall satisfy the suitability standards if it is
an accredited investor by reason of clause (iii) above, or if all of its
partners are accredited investors. A corporate subscriber, which satisfies the
requirements set forth in clauses (a) through (f) above shall satisfy the
investor suitability standards if it is an accredited investor by reason of
clause (iii) above, or if all of its shareholders are accredited investors.
Corporate subscribers must have net worth of at least three (3) times the amount
of their investment in the Units.
The suitability standards referred to above represent minimum suitability
requirements for prospective purchasers and the satisfaction of such standards
by a prospective purchaser does not necessarily mean that the Units are a
suitable investment for such purchaser. The Company may, in circumstances it
deems appropriate, modify such requirements. The Company may also reject
subscriptions for whatever reasons, in its sole discretion, it deems
appropriate.
A Purchaser who is a resident of certain state may be required to meet
certain additional suitability standards.
THE ACCEPTANCE OF A SUBSCRIPTION FOR UNITS BY THE COMPANY DOES NOT
CONSTITUTE A DETERMINATION BY THE COMPANY THAT AN INVESTMENT IN THE UNITS IS
SUITABLE FOR A PROSPECTIVE PURCHASER. THE FINAL DETERMINATION OF THE SUITABILITY
OF INVESTMENT IN THE UNITS MUST BE MADE BY THE PROSPECTIVE PURCHASER AND HIS
ADVISERS.
10. State Law Considerations.
IN MAKING AN INVESTMENT DECISION, THE PURCHASER MUST RELY ON HIS OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
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THE DESCRIPTION OF BUSINESS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
11. Notices. All notices, requests, consents or other communications
required or permitted hereunder shall be in writing and shall be hand delivered
or mailed first class postage prepaid, registered or certified mail, to the
following addresses:
If to the Company:
Arngre, Inc.
000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
With a copy to:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxxxx Xxxxxxxxx Professional Corporation
Eleven Penn Center
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
In the case of Purchaser:
To the address set forth at the end of this Agreement or to such other
addresses as may be specified in accordance herewith from time to time.
Unless specified otherwise, such notices and other communications shall for
all purposes of this Agreement be treated as being effective upon being
delivered personally or, if sent by mail, five days after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed as set forth above, and postage prepaid.
12. Survival of Representations and Warranties. Representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.
13. Parties in Interest. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and permitted assigns of the parties hereto, provided that
this Agreement and the interests herein may not be assigned by either party
without the express written consent of the other party.
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14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
15. Sections and Other Headings. The section and other headings contained
in this Agreement are for the convenience of reference only, do not constitute
part of this Agreement or otherwise affect any of the provisions hereof.
16. Counterpart and Facsimile Signatures. This Agreement may be signed in
counterparts and all counterparts together shall become effective only when the
counterpart(s) have been executed and delivered by and on behalf of the Company
and the Purchaser. Facsimile signatures to this Agreement shall be deemed to be
original signatures.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
caused this Agreement to be signed by their duly authorized officers.
Purchaser:
By:
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Units/$
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Number and dollar amount Name
of Units purchased -
Purchase Price Address of Purchaser:
Social Security Number:
Accredited Investor Certification
(Place initials on the appropriate line(s))
___ (i) I am a natural person who had individual income of more than
$200,000 in each of the most recent two years or joint income
with my spouse in excess of $300,000 in each of the most recent
two years and reasonably expect to reach that same income level
for the current year ("income", for purposes hereof, should be
computed as follows: individual adjusted gross income, as
reported (or to be reported) on a federal income tax return,
increased by (1) any deduction of long-term capital gains under
section 1202 of the Internal Revenue Code of 1986 (the "Code"),
(2) any deduction for depletion under Section 611 et seq. of the
Code, (3) any exclusion for interest under Section 103 of the
Code and (4) any losses of a partnership as reported on Schedule
E of Form 1040);
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___ (ii) I am a natural person whose individual net worth (i.e., total
assets in excess of total liabilities), or joint net worth with
my spouse, will at the time of purchase of the Units be in excess
of $1,000,000;
___ (iii) The Purchaser is a "Qualified Institutional Buyer" as the term is
defined under Rule 144A of the Act.
___ (iv) The Purchaser is an investor satisfying the requirements of
Section 501(a)(1), (2) or (3) of Regulation D promulgated under
the Securities Act, which includes but is not limited to, a
self-directed employee benefit plan where investment decisions
are made solely by persons who are "accredited investors" as
otherwise defined in Regulation D;
___ (v) The Purchaser is a trust, which trust has total assets in excess
of $5,000,000, which is not formed for the specific purpose of
acquiring the Units offered hereby and whose purchase is directed
by a sophisticated person as described in Rule 506(b)(ii) of
Regulation D and who has such knowledge and experience in
financial and business matters that it is capable of evaluating
the risks and merits of an investment in the Units;
___ (vi) I am a director or executive officer of the Company; or
___ (vii) The Purchaser is an entity (other than a trust) in which all of
the equity owners meet the requirements of at least one of the
above subparagraphs.
Agreed and Accepted by
ARNGRE, INC.
By:
--------------------------------
Name:
Title:
DATED:
------------------------------
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