Iveda Corporation Subscription Agreement
Iveda
Corporation
Iveda
Corporation
0000 X.
Xxxx Xxxxxx Xx., Xxxxx 0000
Xxxx,
Xxxxxxx 00000
Attention: Xxxxx
Xx, CEO
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Re:
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Purchase
of Iveda Corporation Common Stock
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Gentlemen:
The
undersigned (the "Purchaser") hereby subscribes to purchase the number of shares
of common stock of Iveda Corporation, a Nevada corporation (the "Company"), set
forth on the signature page hereof at a purchase price of $1.00 per
share. The shares of the Company’s common stock being purchased
pursuant to this Agreement are referred to herein as the "Shares" or "Share"
when used in the singular. This subscription may be rejected by the
Company in its sole discretion. Such purchase of Shares is subject to
the following paragraphs.
1. Purchase. Subject
to the terms and conditions hereof, Purchaser hereby irrevocably agrees to
purchase the number of Shares set forth on the signature page hereof and tenders
herewith the cash consideration set forth on the signature page hereof (with a
minimum purchase of $20,000 for 20,000 Shares unless waived by the
Company). Payment in full by cash or check for the Shares purchased
accompanies the delivery of this Subscription Agreement.
2. Representations and
Warranties. Purchaser hereby makes the following
representations and warranties to the Company and Purchaser agrees to indemnify,
hold harmless, and pay all judgments and claims against the Company from any
liability or injury, including, but not limited to, that arising under Federal
or state securities laws, incurred as a result of any misrepresentation herein
or any warranties not performed by Purchaser.
(a) Purchaser
is the sole and true party in interest and is not purchasing for the benefit of
any other person.
(b) Purchaser
has read, analyzed, and is familiar with the Company’s public securities
filings, this Subscription Agreement, and the Investor Suitability
Questionnaire.
(c) Purchaser
hereby warrants that Purchaser is an "accredited investor," as defined in
Rule 501 promulgated under the Securities Act of 1933, as amended (the
"Act").
(d) Purchaser
is aware that an investment in the Shares is highly speculative and subject to
substantial risks. Purchaser is capable of bearing the high degree of
economic risk and burdens of this venture, including, but not limited to, the
possibility of the complete loss of all funds invested, the loss of any
anticipated tax benefits, the lack of a public market, and limited
transferability of the Shares which may make the liquidation of this investment
impossible for the indefinite future.
(e) At
no time was Purchaser presented with or solicited by or through any article,
notice or other communication published in any newspaper or other leaflet,
public promotional meeting, television, radio or other broadcast or transmittal
advertisement or any other form of general advertising.
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2/15/10
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(f) Purchaser,
if a corporation, partnership, trust or other entity, is authorized and duly
empowered to purchase and hold the Shares, has its principal place of business
at the address set forth on the signature page and has not been formed for the
specific purpose of purchasing the Shares.
(g) The
Shares are being purchased solely for Purchaser's own account, for investment,
and are not being purchased with a view to the resale, distribution, subdivision
or fractionalization thereof.
(h) Purchaser
understands that the Shares have not been registered under the Act, or any state
securities laws, in reliance upon exemptions from registration for non-public
offerings. Purchaser understands that the Shares or any interest
therein may not be, and agrees that the Shares or any interest therein will not
be, resold or otherwise disposed of by Purchaser unless the Shares are
subsequently registered under the Act and under appropriate state securities
laws or unless the Company receives an opinion of counsel satisfactory to it
that an exemption from registration is available.
(i)
Purchaser has been informed of and
understands the following:
(1) The
Company acquired its operating subsidiary, IntelaSight, Inc. (which was formed
in 2005), on October 15, 2009;
(2) There
are substantial restrictions on the transferability of the Shares under the Act;
and
(3) No
federal or state agency has made any finding or determination as to the fairness
of the Shares for public investment nor any recommendation or endorsement of the
Shares.
(j)
The information set forth in the
Investor Suitability Questionnaire and executed by Purchaser is true, correct
and complete.
(k) Purchaser
hereby agrees to indemnify the Company, its officers and directors, and any
person participating in the offering and hold them harmless from and against any
and all liability, damage, cost (including legal fees and court costs) and
expense incurred on account of or arising out of:
(1) Any
inaccuracy in the declarations, representations, and warranties herein above set
forth;
(2) The
disposition of any of the Shares by Purchaser contrary to the foregoing
declarations, representations and warranties; and
(3) Any
action, suit or proceeding based upon (i) the claim that said declarations,
representations, or warranties were inaccurate or misleading or otherwise cause
for obtaining damages or redress from the Company; (ii) the disposition of any
of the Shares; or (iii) the breach by Purchaser of any part of this Subscription
Agreement.
3. Setoff. Notwithstanding
the provisions of the last preceding section or the enforceability thereof, the
undersigned hereby grants to the Company the right to setoff against any amounts
payable by the Company to the undersigned, for whatever reason, of any and all
damages, costs, and expenses (including, but not limited to, reasonable
attorneys' fees) which are incurred on account of or arising out of any of the
items referred to in clauses (1) through (3) of Section 2(k).
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4. Restrictions on
Transferability of Shares; Compliance with Securities Act.
4.1 Restrictions on
Transferability. Purchaser acknowledges that the Shares have
not been registered under the Act or any state blue sky laws and that the
transferability of an interest in the Shares is restricted by applicable federal
and state securities laws.
4.2 Restrictive
Legend. Each certificate representing the Shares and any other
securities issued in respect thereto upon any stock dividend, recapitalization,
merger, consolidation or similar event, are expected (unless otherwise permitted
by the provisions of this Section or by applicable law) to be stamped or
otherwise imprinted with a legend in substantially the following form (in
addition to any legend required under applicable state securities
laws):
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES MAY BE
SOLD OR TRANSFERRED ONLY IF THE SHARES ARE REGISTERED UNDER THE ACT OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
5. Transferability of
Subscription Agreement. Purchaser agrees not to transfer or
assign the obligations or duties contained in this Subscription Agreement, or
any of Purchaser's interest herein.
6. Regulation
D. Notwithstanding anything herein to the contrary, every
person or entity who, in addition to or in lieu of Purchaser, is deemed to be a
purchaser pursuant to Regulation D promulgated under the Act, or otherwise, does
hereby make and join in the making of all the covenants, representations and
warranties made by Purchaser.
7. Acceptance. Execution
and delivery of this Subscription Agreement and tender of the payment referenced
in Section 1 above shall constitute Purchaser's irrevocable offer to purchase
the Shares indicated, which offer may be accepted or rejected by the Company in
its sole discretion for any cause or for no cause. Acceptance of this
offer by the Company shall be indicated by the execution hereof by an authorized
officer of the Company.
8. Binding
Agreement. Purchaser agrees that Purchaser may not cancel,
terminate or revoke this Subscription Agreement or any agreement Purchaser makes
hereunder, and that this Subscription Agreement shall survive upon the death or
disability of Purchaser and shall be binding upon and inure to the benefit of
the heirs, successors, assigns, executors, administrators, guardians,
conservators, or personal representatives of Purchaser.
9. Incorporation by
Reference. The statement of the number of Shares subscribed
and related information set forth on the signature page are incorporated as
integral terms of this Subscription Agreement.
10. Notices. Notices
and other communications under this Subscription Agreement shall be in writing
and shall be deemed delivered when received or, if by U.S. mail, when deposited
in a regularly maintained receptacle, by Certified First Class Mail, postage
prepaid, addressed:
(a) if
to Purchaser, at the address shown on the signature page hereof unless the
Purchaser has advised the Company, in writing, of a different address as to
which notices shall be sent under this Subscription Agreement; and
(b) if
to the Company, at the address first above stated, to the attention of the CEO
or to such other address or to the attention of other such officer, as the
Company shall have furnished to Purchaser.
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11. Legal
Counsel. Purchaser has had the opportunity to consider the
terms of this Subscription Agreement with Purchaser's legal counsel and has
either obtained the advice of legal counsel in connection with Purchaser's
execution hereof or does hereby expressly waive its right to seek such legal
counsel in connection with this transaction.
12. Miscellaneous. This
Subscription Agreement and the documents and agreements referenced therein
embody the entire agreement and understanding between the Company and the other
parties hereto and supersede all prior agreements and understandings relating to
the subject matter hereof. This Subscription Agreement does not
entitle the undersigned to any rights as a holder of Shares or as a shareholder
of the Company with respect to the Shares purchasable hereunder for which
payment hereunder has not been received and accepted by the
Company. It is the intent of the parties hereto that all questions
with respect to the construction and interpretation of this Subscription
Agreement and the rights and liabilities of the parties hereto shall be
determined in accordance with the laws of the State of Arizona, without regard
to principles of conflicts of laws thereof that would call for the application
of the substantive law of any jurisdiction other than the State of
Arizona. Each of the parties hereto irrevocably and unconditionally
agrees (i) to be subject to the jurisdiction of the courts of the State of
Arizona, (ii) that service of process may be made on such party by prepaid
certified mail with a validated proof of mailing receipt constituting evidence
of valid service, and (iii) that service made pursuant to clause (ii)
above shall have the same legal force and effect as if serviced upon such party
personally within the State of Arizona. The headings in this
Subscription Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. This Subscription Agreement may
be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.
13. Subscription
Payment. All subscription payments should be made payable to
"Iveda Corporation." Your funds will be immediately available to the
Company.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, Purchaser has executed this Subscription Agreement on the date
set forth on the signature page.
Purchaser
desires to take title in the Shares as follows (check one):
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(a
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Individual
(one signature required on page 7);
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¨
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(b)
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Husband
and Wife as community property (one signature is required on page 7 if
interest is held in one name, i.e., managing spouse; two signatures are
required on page 6 if interest is held in both
names);
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x
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(c)
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Joint
Tenants with rights of survivorship
(both
parties must sign on page
7);
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¨
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(d)
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Tenants
in Common (both parties must sign on page
7);
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¨
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(e
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Trust
(trustee(s) must sign on page
8);
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¨
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(f)
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Partnership
or Limited Liability Company (general partner(s), manager(s), or
authorized member(s) must sign on page
9);
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¨
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(g)
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Corporation
(authorized officer must sign on page
11);
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¨
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(h)
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Employee
Benefit Plan (authorized officer must sign on page
12);
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¨
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(i)
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Individual
Retirement Account (authorized party must sign on page
12);
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¨
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(j)
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Xxxxx
Plan (authorized party must sign on page
12);
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¨
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(k)
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Other
Tax-Exempt Entities (authorized parties must sign on page
12).
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The exact name(s) under which title to the Shares is to
be taken and as it is to appear on the certificate representing the Shares as
follows:
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Xxxxxxx X. Xxxxx and Xxxxxxxx
Xxxxx
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Please
print
5
SUBSCRIPTION
AGREEMENT
SIGNATURE
PAGE
FOR INDIVIDUAL
PURCHASERS,
JOINT TENANTS, AND TENANTS
IN COMMON
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Number
of Shares Purchased:
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700,000
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Total
Dollar Amount of Shares Subscribed:
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$700,000.00
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Investor
#1
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Investor
#2
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/s/ Xxxxxxx X. Xxxxx
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/s/ Xxxxxxxx
Xxxxx
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Signature
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Signature
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Social
Security Number
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Social
Security Number
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Xxxxxxx X. Xxxxx
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Xxxxxxxx Xxxxx
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Print
or Type Name
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Print
or Type Name
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Residence
Address
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Residence
Address
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ACKNOWLEDGMENT
FORM
STATE OF
________________________)
)ss.
COUNTY
OF )
On the
____ day of __________, ____, personally appeared before me, __________________
________________________ and _____________________, the signer(s) of the above
instrument, who duly acknowledged to me that he/she/they executed the
same.
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SEAL
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Notary
Public in and for Said County and
State
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Subscription
accepted:
Iveda
Corporation
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By:
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/s/ XXXXX XX
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Xxxxx Xx,
CEO
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