Contract
THE
UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER
OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF
THIS AGREEMENT
Name
of
Subscriber EQUITIES MEDIA ACQUISTION CORP INC.
Xxxxx
Technologies, Inc.
000
Xxxxxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
1. Subscription. I
(sometimes referred to herein as the “Investor”) hereby subscribe for and agree
to purchase 10 Unit(s) (as
defined below) of Xxxxx Technologies, Inc, a Delaware corporation (the
“Company”), on the terms and conditions described herein and in the term sheet
dated November 12, 2007 (“Term Sheet”) and draft Private Placement Memorandum
prepared for the Private Placement described below (collectively, the “Offering
Documents”), together with all supplements, if any, relating to this
Offering. Terms not defined herein are as defined in the Offering
Documents. The purchase price per Unit is $1,000,000. The
Offering is $10,000,000, or 10 Units.
By
execution of this Subscription Agreement the Investor accepts the terms of
the
Term Sheet and acknowledges the terms and conditions thereof.
THE
AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS $10,000,000.
2. Description
of Units. Each Unit consists of (i) 250,000 shares of Series A
Preferred Stock (“Preferred Stock”) and (ii) 500,000 shares of common stock
("Common Stock") of the Company. The Preferred Stock and Common Stock
are herein called the Bridge Securities. Following the completion of
the sale of Bridge Securities pursuant to this Subscription Agreement, the
Company intends to conduct a private placement (the “Private Placement”) of its
common stock in the approximate amount of $30,000,000; although the Company
can
not provide any assurances that the Private Placement will be
completed. The proceeds of the Offering will be placed in a
segregated, non-interest bearing escrow account described below, until
subscriptions are received and accepted by the Company for the Offering, at
which time the Closing (as defined below) will occur. The offering
will continue until all 10 Units have been sold or the Company determines to
close the offering, but in any event the offering will close no later than
the
Termination Date, (as defined below). If subscriptions for the
Offering are not received and accepted by the Company on or prior to the
Termination Date, the offering will not close and all investors’ funds will be
returned without interest or deduction.
3. Purchase.
(a) I
hereby
tender to the Company cash or a check or wire transfer (information to be
provided to me on my request) made payable to Xxxxx Technologies, Inc. in the
amount indicated above, an executed copy of this Subscription Agreement and
an
executed copy of my Investor Questionnaire.
EQUITIES
MEDIA ACQUISTION CORP INC.
1
(b) This
offering will continue until the earlier of (a) the sale of 10 Units or (b)
November 30, 2007 (the “Termination Date”). Payments delivered
herewith will be held in an escrow account subject to the terms and conditions
herein. Upon the earlier of a closing for my subscription or
completion of the offering, I will be notified promptly by the Company as to
whether my subscription has been accepted by the Company.
4. Acceptance
or Rejection of
Subscription.
(a) I
understand and agree that the Company reserves the right to reject this
subscription for the Units, in whole or in part, for any reason and at any
time
prior to the Closing, notwithstanding prior receipt by me of notice of
acceptance of my subscription.
(b) In
the
event of the rejection of this subscription, my subscription payment will be
promptly returned to me without interest or deduction and this Subscription
Agreement shall have no force or effect. In the event my subscription
is accepted and the offering is completed, the funds specified above shall
be
released to the Company.
5. Closing. The
closing (“Closing”) of this offering may occur any time and from time to time
before the Termination Date. If subscriptions for all 10 Units are
not received and accepted by the Company on or prior to the Termination Date,
the Offering will not close and all investors’ funds will be returned without
interest or deduction. The Units subscribed for herein shall not be
deemed issued to or owned by me until one copy of this Subscription Agreement
has been executed by me and countersigned by the Company and the Closing with
respect to such Units has occurred.
6. Disclosure. Because
this offering is limited to accredited investors as defined in Section 2(15)
of
the Act, and Rule 501 promulgated thereunder, in reliance upon the exemption
contained in Section 4(2) of the Act and applicable state securities laws,
the
Units are being sold without registration under the Act. I
acknowledge receipt of the Offering Documents and all related documents and
represent that I have carefully reviewed and understand the Offering Documents
and its exhibits. I have received all information and materials
regarding the Company that I have requested. I fully understand that
the Company has a limited financial and operating history and that the Units
are
speculative investments, which involve a high degree of risk of the loss of
my
entire investment. I fully understand the nature of the risks
involved in purchasing the Units and I am qualified by my knowledge and
experience to evaluate investments of this type. I have carefully
considered the potential risks relating to the Company and purchase of its
Units
and have, in particular, reviewed each of the risks set forth in the Offering
Documents. Both my advisors and I have had the opportunity to ask
questions of and receive answers from representatives of the Company or persons
acting on its behalf concerning the Company and the terms and conditions of
a
proposed investment in the Company and my advisors and I have also had the
opportunity to obtain additional information necessary to verify the accuracy
of
information furnished about the Company. Accordingly, I have
independently evaluated the risks of purchasing the Units.
7. Investor
Representations and Warranties. I acknowledge, represent and
warrant to, and agree with, the Company as follows:
EQUITIES
MEDIA ACQUISTION CORP INC.
2
(a) I
am
aware that my investment involves a high degree of risk as disclosed in the
Offering Documents and have read carefully the Offering Documents and I
understand that by signing this Subscription Agreement I am agreeing to be
bound
by all of the terms and conditions of the Term Sheet and Preferred Stock which
are included in the Offering Documents, and my signature on this Subscription
Agreement is deemed to be a signature on the Term Sheet.
(b) I
acknowledge and am aware that there is no assurance as to the future performance
of the Company.
(c) I
acknowledge that there may be certain adverse tax consequences to me in
connection with my purchase of Units, and the Company has advised me to seek
the
advice of experts in such areas prior to making this investment.
(d) I
am
purchasing the Units for my own account for investment purposes and not with
a
view to or for sale in connection with the distribution of the Units, the
Preferred Stock, or the Common Stock, nor with any present intention of selling
or otherwise disposing of all or any part of the foregoing
securities. I agree that I must bear the entire economic risk of my
investment for an indefinite period of time because, among other reasons, the
Units have not been registered under the Securities Act or under the securities
laws of any state and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless they are subsequently registered under the
Securities Act and under applicable securities laws of certain states or an
exemption from such registration is available. Furthermore, I hereby
acknowledge and agree that I will not sell, transfer, pledge, encumber, give
or
otherwise dispose of, either publicly or privately, the Units, the Preferred
Stock, or the Common Stock. I hereby authorize the Company to place a
legend denoting the restrictions on the Units that may be issued to me, as
well
as the Preferred Stock and Common Stock.
(e) Except
as
described in my Investor Questionnaire, I am not a member of the National
Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a
period of 12 months prior to the date of this Subscription Agreement, been
affiliated or associated with any company, firm, or other entity which is a
member of the NASD; and I do not own any stock or other interest in any member
of the NASD (other than interests acquired in open market
purchases).
(f) I
recognize that the Units, as an investment, involve a high degree of risk
including, but not limited to, the risk of economic losses from operations
of
the Company and the total loss of my investment. I believe that the
investment in the Units is suitable for me based upon my investment objectives
and financial needs, and I have adequate means for providing for my current
financial needs and contingencies and have no need for liquidity with respect
to
my investment in the Company.
(g) I
have
been given access to full and complete information regarding the Company and
have utilized such access to my satisfaction for the purpose of obtaining
information in addition to, or verifying information included in, the Offering
Documents and related documents, and I have either met with or been given
reasonable opportunity to meet with officers of the Company for the purpose
of
asking questions of, and receiving answers from, such officers concerning the
terms and conditions of the offering of the Units and the business and
operations of the Company and to obtain any additional information, to the
extent reasonably available.
EQUITIES
MEDIA ACQUISTION CORP INC.
3
(h) I
have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Units and have
obtained, in my judgment, sufficient information from the Company to evaluate
the merits and risks of an investment in the Company. I have not
utilized any person as my purchaser representative as defined in Regulation
D
under the Securities Act in connection with evaluating such merits and
risks.
(i) I
have
relied solely upon my own investigation in making a decision to invest in the
Company.
(j) I
have
received no representation or warranty from the Company or any of its officers,
directors, employees or agents in respect of my investment in the Company and
I
have received no information (written or otherwise) from them relating to the
Company or its business other than as set forth in the Offering
Documents. I am not participating in the offer as a result of or
subsequent to: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio or (ii) any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising.
(k) I
have
had full opportunity to ask questions and to receive satisfactory answers
concerning the offering and other matters pertaining to my investment and all
such questions have been answered to my full satisfaction.
(l) I
have
been provided an opportunity to obtain any additional information concerning
the
offering and the Company and all other information to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense.
(m) I
am an
“accredited investor” as defined in Section 2(15) of the Securities Act and in
Rule 501 promulgated thereunder and have attached the completed Accredited
Investor Questionnaire to indicate my “accredited investor”
category. I can bear the entire economic risk of the investment in
the Units for an indefinite period of time and I am knowledgeable about and
experienced in investments in the equity securities of non-publicly traded
companies, including early stage companies. I am acquiring the Units
for my own account for investment purposes only and not with a view to the
resale or distribution of such securities within the meaning of the Securities
Act of 1933, as amended. I am not acting as an underwriter or a
conduit for sale to the public or to others of unregistered securities, directly
or indirectly, on behalf of the Company or any person with respect to such
securities.
(n) I
understand that (1) the Units and the underlying securities have not been
registered under the Securities Act, or the securities laws of certain states
in
reliance on specific exemptions from registration, (2) no securities
administrator of any state or the federal government has recommended or endorsed
this offering or made any finding or determination relating to the fairness
of
an investment in the Company and (3) the Company is relying on my
representations and agreements for the purpose of determining whether this
transaction meets the requirements of the exemptions afforded by the Securities
Act and certain state securities laws.
(o) I
understand that (1) since neither the offer nor sale of the Units has been
registered under the Securities Act or the securities laws of any state, the
Units may not be sold, assigned, pledged or otherwise disposed of unless they
are so registered or an exemption from such registration is available, and
(2)
it is not anticipated that there will be any market for the resale of the
Units.
EQUITIES
MEDIA ACQUISTION CORP INC.
4
(p) I
have
been urged to seek independent advice from my professional advisors relating
to
the suitability of an investment in the Company in view of my overall financial
needs and with respect to the legal and tax implications of such
investment.
(q) If
the
Investor is a corporation, company, trust, employee benefit plan, individual
retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized
and
qualified to become an Investor in the Company and the person signing this
Subscription Agreement on behalf of such entity has been duly authorized by
such
entity to do so.
(r) The
information contained in my Investor Questionnaire, as well as any information
which I have furnished to the Company with respect to my financial position
and
business experience, is correct and complete as of the date of this Subscription
Agreement and, if there should be any material change in such information prior
to the Closing of the offering, I will furnish such revised or corrected
information to the Company. I hereby acknowledge and am aware that
except for any rescission rights that may be provided under applicable laws,
I
am not entitled to cancel, terminate or revoke this subscription and any
agreements made in connection herewith shall survive my death or
disability.
8. Indemnification. I
hereby agree to indemnify and hold harmless the Company and its officers,
directors, stockholders, employees, agents, and counsel against any and all
losses, claims, demands, liabilities, and expenses (including reasonable legal
or other expenses, including reasonable attorneys’ fees) incurred by each such
person in connection with defending or investigating any such claims or
liabilities, whether or not resulting in any liability to such person, to which
any such indemnified party may become subject under the Securities Act, under
any other statute, at common law or otherwise, insofar as such losses, claims,
demands, liabilities and expenses (a) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact made by me and
contained in this Subscription Agreement or my Investor Questionnaire, or (b)
arise out of or are based upon any breach by me of any representation, warranty,
or agreement made by me contained herein or therein.
9. Severability. In
the event any parts of this Subscription Agreement are found to be void, the
remaining provisions of this Subscription Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.
10. Choice
of
Law and Jurisdiction. This Subscription
Agreement shall be governed by the laws of the State of Florida as applied
to
contracts entered into and to be performed entirely within the State of
Florida. Any action arising out of this Subscription Agreement shall
be brought exclusively in a court of competent jurisdiction in Broward County,
Florida, and the parties hereby irrevocably waive any objections they may have
to venue in Broward County, Florida.
11. Counterparts. This
Subscription
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the same
instrument. The execution of this Subscription Agreement may be by
actual or facsimile signature.
EQUITIES
MEDIA ACQUISTION CORP INC.
5
12. Benefit. This
Subscription
Agreement shall be binding upon and inure to the benefit of the parties
hereto.
13. Notices
and Addresses. All notices, offers, acceptance and any other
acts under this Subscription Agreement (except payment) shall be in writing,
and
shall be sufficiently given if delivered to the addresses in person, by Federal
Express or similar courier delivery or by facsimile delivery, as
follows:
Investor: At
the address designated on the signature
page
of this Subscription
Agreement.
The
Company: Xxxxx
Technologies, Inc.
000
Xxxxxxxx
0xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
fax:
000-000-0000
or
to
such other address as any of them, by notice to the others may designate from
time to time. The transmission confirmation receipt from the sender’s
facsimile machine shall be conclusive evidence of successful facsimile
delivery. Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.
14. Entire
Agreement. This Subscription Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior oral and written agreements between the parties hereto
with
respect to the subject matter hereof. This Subscription Agreement may
not be changed, waived, discharged, or terminated orally but, rather, only
by a
statement in writing signed by the party or parties against which enforcement
or
the change, waiver, discharge or termination is sought.
15. Section
Headings. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Subscription Agreement.
16. Survival
of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein shall survive the
delivery of, and the payment for, the Units.
17. Acceptance
of Subscription. The Company may accept this Subscription
Agreement at any time for all or any portion of the Units subscribed for by
executing a copy hereof as provided and notifying me within a reasonable time
thereafter.
18. Inconsistencies. If
there are any
inconsistencies between this Agreement and the Term Sheet, the terms of the
Term
Sheet shall govern.
RESIDENTS
OF ALL
STATES: THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR
OTHER
JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE UNITS ARE
SUBJECT TO REGISTRATIONS 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. INVESTORS SHOULD BE AWARE
THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN
INDEFINITE PERIOD OF TIME. THE UNITS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR 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 OFFERING DOCUMENTS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
EQUITIES
MEDIA ACQUISTION CORP INC.
6
RESIDENTS
OF
FLORIDA: EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE
OF SECURITIES HEREIN HAS THE RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF
THE
FLORIDA SECURITIES ACT, TO WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND
RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE
EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN
MADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER
LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER
NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH
IN
THIS CONFIDENTIAL TERM SHEET INDICATING HIS INTENTION TO WITHDRAW.
SUCH
LETTER OR TELEGRAM SHOULD BE SET AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH
LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS
RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST
IS MADE ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A
WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE
REQUESTED.
EQUITIES
MEDIA ACQUISTION CORP INC.
7
Manner
in
Which Title is to be Held. (check one)
—
Individual Ownership
—
Community Property
—
Joint Tenant with Right of Survivorship (both parties must sign)
—
Partnership
—
Tenants in common
—
Corporation Trust
—
XXX or Xxxxx
X
Other (please indicate) Company
|
|
Dated: November 12, 2007 |
|
INDIVIDUAL
INVESTORS
|
ENTITY
INVESTORS
|
| Name of entity, if any | |
|
|
EQUITIES
MEDIA ACQUISTION CORP
INC
|
|
Signature
(Individual)
|
By: /s/Xxxx
Xxx Xxxx
|
| *Signature | |
| Its: Xxxx Xxx Xxxx | |
| Signature (Joint) | Title: Director |
| (all record holders must sign) | |
|
|
|
|
|
Xxxx
Xxx
Xxxx
|
| Name(s) Typed or Printed | Name Typed or Printed |
|
Address
to Which Correspondence
Should
be Directed
|
Address
to Which Correspondence
Should
be Directed
|
|
World
Trade
Centre
|
|
|
Lugano-Agno
|
|
|
|
Switzerland
|
| City, State and Zip Code | City, State and Zip Code |
| N/A | |
| Tax
Identification or
Social
Security Number
|
Tax
Identification or
Social
Security Number
|
*
If Units are being subscribed
for by any entity, the Certificate of Signatory on the next page must also
be
completed
The
foregoing subscription is accepted and the Company hereby agrees to be bound
by
its terms on 5th day
of November, 2007.
XXXXX
TECHNOLOGIES, INC.
Dated: 11/5/2007
By: /s/Xxxxxx
Xxxxxxx
Name:
Xxxxxx
Xxxxxxx
Its:
President
EQUITIES
MEDIA ACQUISTION CORP INC.
8
CERTIFICATE
OF SIGNATORY
(To
be
completed if Units are being subscribed for by an entity)
I,
Xxxx
Xxx
Xxxx ,
the Director of
Equities
Media Acquisition Corp
Inc. (“Entity”), a Company
(name
of
signatory) (title)
(name of
entity) (type
of entity)
hereby
certify that I am empowered and duly authorized by the Entity to execute the
Subscription Agreement and to purchase the Units, and certify further that
the
Subscription Agreement has been duly and validly executed on behalf of the
Entity and constitutes a legal and binding obligation of the
Entity.
IN
WITNESS WHEREOF, I have set my hand this 12th day of November,
2007.
/s/Xxxx
Xxx Xxxx
(Signature)
EQUITIES
MEDIA ACQUISTION CORP INC.
9
ACCREDITED
INVESTOR QUESTIONNAIRE
Purpose
of this Questionnaire
The
Units
(the “Units”) of Xxxxx Technologies, Inc., a Delaware corporation (the
“Company”), (i) 250,000 shares of Series A Preferred Stock and (ii) 500,000
shares of common stock of the Company are being offered under the Securities
Act
of 1933, as amended (the “1933 Act”), or the securities laws of any state, in
reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation
D
Rule 506 of the 1933 Act and on similar exemptions under applicable state laws.
Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state
laws, the Company may be required to determine that an individual, or an
individual together with a “purchaser representative” or each individual equity
owner of an investing entity meets certain suitability requirements before
selling the Units to such individual or entity. THE COMPANY MAY, AT
ITS ELECTION, NOT SELL UNITS TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED
OUT
THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer
to sell or a solicitation of an offer to buy the Units or any other
security.
Instructions
One
(1)
copy of this Questionnaire should be completed, signed, dated, and delivered
to
Xxxxx Technologies, Inc.; Attn: Secretary, 000 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
Please
Answer All Questions
If
the
appropriate answer is “None” or “Not Applicable,” so state. Please
print or type your answers to all questions. Attach additional sheets
if necessary to complete your answers to any item.
Your
answers will be kept strictly confidential at all times; however, the Company
may present this Questionnaire to such parties as it deems appropriate,
including its counsel, in order to assure itself that the offer and sale of
the
Units will not result in a violation of the registration provisions of the
1933
Act or a violation of the securities laws of any state.
(1)
Please provide the following personal information:
Name: Xxxx
xxx
Xxxx
Age:
Residence
Address
(including
zip code): World
Trade
Centre Lugano-Agno Switzerland
Telephone
Numbers:
Residence: Business:
Email
Address:
Cell Phone:
(2)
Please describe your present or most recent business or occupation and indicate
such information as the nature of your employment, the principal business of
your employer, the principal activities under your management or supervision,
and the scope (e.g., dollar volume, industry rank, etc.) of such
activities.
EQUITIES
MEDIA ACQUISTION CORP INC.
10
(3)
Please provide the following information concerning your financial
experience.
3.1
Indicate by check xxxx which of the following categories best describes the
extent of your prior experience in the areas of investment listed
below:
|
Substantial
Experience
|
Limited
Experience
|
No
Experience
|
|
|
Marketable
Securities
|
X
|
||
|
Private
Placements
|
X
|
||
|
Limited
Partnerships
|
X
|
||
|
Initial
Public Offering
|
X
|
3.2
Indicate by check xxxx whether or not you maintain any of the following types
of
accounts over which you, rather than a third party, exercise investment
discretion, and the length of time you have maintained each type of
account.
Securities
(cash)
Yes
X No
_____
Number
of
years 20
Securities
(margin) Yes
X No
_____
Number
of
years 20
(4)
I am an accredited investor (as defined in Rule 501 (a) of Reg. D) because
(check each appropriate description):
— I
am a
natural person whose individual net worth, or joint net worth with my spouse,
exceeds $1,000,000.
— I
am a natural
person who had individual income exceeding $200,000 in each of the two most
recent years or joint income with my spouse exceeding $300,000 in each of those
years and I have a reasonable expectation of reaching the same income level
in
the current year.
— I
am a
broker-dealer registered pursuant to Section 15 of the Securities Exchange
Act
of 1934.
— I
am an organization
described in Section 501(c)(3) of the Internal Revenue Code, not formed for
the
specific purpose of acquiring the Units, with total assets exceeding $5,000,000.
— I
am a corporation,
Massachusetts or similar business trust or partnership, not formed for the
specific purpose of acquiring the Units, with total assets exceeding $5,000,000.
EQUITIES
MEDIA ACQUISTION CORP INC.
11
— I
am a trust, not
formed for the specific purpose of acquiring the Units, with total assets
exceeding $5,000,000 and whose purchase is directed by a “sophisticated person,”
as defined in Rule 506(b)(2)(ii) of Reg. D.
(For
the
purposes of this questionnaire, a “sophisticated person” means any person who
has such knowledge and experience in financial and business matters that he
or
she is capable of evaluating the merits and risks of the prospective
investment.)
— I
am an employee
benefit plan within the meaning of the Employee Retirement Income Security
Act
of 1974 and (i) investment decisions for such plan are made by a plan fiduciary,
as defined in Section 3(21) of such Act, which is a bank, savings and loan
association, insurance company or registered investment advisor or (ii) such
plan has total assets exceeding $5,000,000 or (iii) if a self directed plan,
investment decisions are made solely by accredited investors.
X
I
am an
entity in which all of the equity owners are accredited investors.
I
am an
accredited investor for the following reasons:
______________________________________________________________
______________________________________________________________
(5)
Check, if appropriate:
X I
hereby
represent and warrant that I have such knowledge and experience in financial
and
business matters that I am capable of evaluating the merits and risks of any
prospective investment in the Company.
(6)
If you did not check the box to Question 5, please answer the following
additional questions:
6.1
Please describe any pre-existing personal or business relationship that you
have
with the Company or any of its officers and directors.
______________________________________________________________
______________________________________________________________
6.2
Please describe any business or financial experience that you have had that
would allow the Company to reasonably conclude that you are capable of
protecting your interests in connection with your prospective investment in
the
Company. If none, so state.
______________________________________________________________
______________________________________________________________
6.3
If your answer to Question 6.2 above was “None,” in order to evaluate the merits
and risks of the investment, will you be relying upon the advice of any other
person(s) who will be acting as your purchaser
representative(s)?Yes ____No ____
EQUITIES
MEDIA ACQUISTION CORP INC.
12
If
“yes,”
please identify each such person and indicate his business address and telephone
number in the space below (each such person must complete, and you must review
and acknowledge, a separate purchaser representative questionnaire which will
be
supplied at your request and which must be returned to the Company prior to
the
sale of any Units to you).
______________________________________________________________
______________________________________________________________
(7)
By signing this Questionnaire, I hereby confirm the following
statements:
I
am
aware that the offering of the Units will involve securities for which no market
currently exists, thereby requiring any investment to be maintained for an
indefinite period of time, and I have no need to liquidate the
investment.
I
acknowledge that any delivery to me of any documentation relating to the Units
prior to the determination by the Company of my suitability as an investor
shall
not constitute an offer of the Units until such determination of suitability
shall be made, and I agree that I shall promptly return all such documentation
to the Company upon request.
Neither
I
nor any of my associates or affiliates: (i) are a member or a person associated
with a member firm of the NASD, (ii) own any stock or other securities of any
NASD member, or (iii) made subordinated loans to any NASD member.
My
answers to the foregoing questions are true and complete to the best of my
information and belief, and I will promptly notify the Company of any changes
in
the information I have provided.
I
also
understand and agree that, although the Company will use its best efforts to
keep the information provided in answers to this Questionnaire strictly
confidential, the Company may present this Questionnaire and the information
provided in answers to it to such parties as it may deem advisable if called
upon to establish the availability under any federal or state securities laws
of
an exemption from registration of the private placement or if the contents
thereof are relevant to any issue in any action, suit, or proceeding to which
the Company is a party or by which it or they are or may be bound.
EQUITIES
MEDIA ACQUISTION CORP INC.
13
I
realize
that this Questionnaire does not constitute an offer by the Company to sell
the
Units but is merely a request for information.
Xxxx
xxx Xxxx
Printed
Name:
/s/Xxxx
xxx Xxxx
Signature
N/A
Social
Security Number or
Employee
Identification Number
Date
and
Place Executed:
Date:
November 12,
2007 Place:
World
Trade Centre Lugano-Agno
Switzerland
EQUITIES
MEDIA ACQUISTION CORP
INC.
14
