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Exhibit 10.1
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE, AND WILL BE OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW BY VIRTUE
OF THE COMPANY'S INTENDED COMPLIANCE WITH SECTION 4(2) OF THE ACT, THE
PROVISIONS OF REGULATION D PROMULGATED THEREUNDER, AND PARALLEL EXEMPTIONS UNDER
STATE LAW. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY
REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SPA No. ___________
Common Stock, $0.001 Par Value Per Share
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT ("Agreement") is entered into
between and among CirTran Corporation.,a Nevada corporation (the "Company"), and
ANAHOP, INC., a California corporation (the "Purchaser"), dated as of May 24,
2006. The Company and the Purchaser may each be referred to herein as a "Party"
and collectively as the "Parties."
RECITALS
A. Subject to the terms and conditions set forth in this
Agreement, the Company desires to issue and sell to the Purchaser, and the
Purchaser desires to subscribe for and purchase the number of shares of the
Company's Common Stock (the "Shares"), and the Company desires to issue to the
Purchaser and the Purchaser desires to subscribe for the number of warrants (the
"Warrants") indicated below and on the signature page hereof.
B. The Company and the Purchaser are executing and delivering
this Agreement in reliance upon the exemption from securities registration
afforded by Rule 506 of Regulation D ("Regulation D") as promulgated by the
United States Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act").
IN CONSIDERATION of the mutual covenants and promises set forth below
and other good and valuable consideration, the receipt and adequacy of which the
parties acknowledge by their signatures below, Purchaser hereby agrees to
acquire, and the Company agrees to issue and sell, certain securities of the
Company according to the terms and conditions set forth in this Agreement.
AGREEMENT
1. Purchase of Securities.
1.1 Subject to the terms and conditions of this Agreement,
Purchaser hereby agrees to acquire, and the Company agrees to sell, Fourteen
Million, Two Hundred Eighty-five Thousand, Seven Hundred Fifteen (14,285,715)
shares of its Common Stock (the "Shares"). The consideration paid for the Shares
shall be One Million Dollars ($1,000,000) (the "Purchase Price") which shall be
payable in full by certified check or by wire transfer to the Company according
to the transfer instructions set forth in Schedule 1, as follows:
1.1.1 At the time of the acceptance by the Company of the
Purchaser's subscription, which shall occur on May
24, 2006 (the "Closing"), the Purchaser shall pay
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$500,000 to the Company, either by certified check or
by wire transfer of immediately available funds.
1.1.2 On or before June 2, 2006, the Purchaser shall pay an
additional $250,000 to the Company, either by
certified check or by wire transfer of immediately
available funds.
1.1.3 On or before June 30, 2006, the Purchaser shall pay
an additional $250,000 to the Company, either by
certified check or by wire transfer of immediately
available funds.
1.1.4 Upon receipt by the Company of the payment of the
full purchase price, the Company shall issue a
certificate or certificates representing the Shares
and shall issue the Warrants (described below), and
shall transmit the Shares and the Warrants to the
Purchaser.
1.2 Additionally, subject to the terms and conditions of this
Agreement, Purchaser hereby agrees to subscribe for, and the Company agrees to
issue, warrants (the "Warrants") to purchase additional shares of the Company's
Common Stock, as follows:
1.2.1 A warrant to purchase up to 10,000,000 shares, with
an exercise price of $0.15 per share, exercisable
upon the date of issuance, substantially in the form
attached hereto as Appendix A, to Xxxxxx Xxxxx.
1.2.2 A warrant to purchase up to 5,000,000 shares, with an
exercise price of $0.15 per share, exercisable upon
the date of issuance, substantially in the form
attached hereto as Appendix A, to Xxxx Xxxx.
1.2.3 A warrant to purchase up to 5,000,000 shares, with an
exercise price of $0.25 per share, exercisable upon
the date of issuance, substantially in the form
attached hereto as Appendix B, to Xxxx Xxxx.
1.2.4 A warrant to purchase up to 10,000,000 shares, with
an exercise price of $0.50 per share, exercisable
upon the date of issuance, substantially in the form
attached hereto as Appendix C, to Xxxxxx Xxxxx.
1.3 Registration Rights. The Parties specifically acknowledge and
agree that the only registration rights that are granted in connection with this
Agreement are as follows:
1.3.1 No registration rights are granted with respect to
the Shares.
1.3.2 With respect to the shares underlying the Warrants,
piggyback registration rights are granted as follows:
(A) Once all of the warrants with an exercise price
of $0.15 (the "Fifteen Cent Warrants") have been
exercised, the Company agrees to include in the next
registration statement that is filed by the Company
the resales of the shares issued upon exercise of the
Fifteen Cent Warrants; (B) Once all of the warrants
with an exercise price of $0.25 (the "Twenty-five
Cent Warrants") have been exercised, the Company
agrees to include in the next registration statement
that is filed by the Company the resales of the
shares issued upon exercise of the Twenty-five Cent
Warrants; and (C) Once all of the warrants with an
exercise price of $0.50 (the "Fifty Cent Warrants")
have been exercised, the Company agrees to include in
the next registration statement that is filed by the
Company the resales of the shares issued upon
exercise of the Fifty Cent Warrants.
2. Acceptance; Revocability. This Agreement is irrevocable by
Purchaser, but the Company may accept or reject it in whole or in part in its
sole and absolute discretion and return the Purchase Price to the Purchaser
without interest or deductions at any time prior to executing and delivering to
the Purchaser a copy of this Agreement. Upon acceptance by execution of this
Agreement by the Company, which date shall constitute the closing date (the
"Closing Date") for each investor, however, the Company may not thereafter
revoke this Agreement.
3. Use and Disposition of Proceeds. Purchaser acknowledges and
agrees that if the Company accepts the Agreement, the Company shall have
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immediate access to such funds and that such funds shall be used by the Company
according to the Company's management's discretion.
4. Representations and Warranties of Purchaser. To induce the
Company's acceptance of this Agreement, Purchaser hereby represents and warrants
to the Company and its agents and attorneys as follows:
4.1 Accredited Status. The Purchaser, by initialing the
applicable paragraph (a) through (g) below, hereby represents and warrants that
the Purchaser is an "Accredited Investor" as defined in Regulation D under the
Securities Act, because the Purchaser meets the requirements set forth in one or
more of the enumerated categories. The Purchaser has reviewed the Investor
Suitability Standards attached as Annex A hereto and confirms it is an
"Accredited Investors" as indicated below. Place your initials in the space
provided in the beginning of each applicable paragraph thereby representing and
warranting as to the applicability to the Purchaser of the initialed paragraph
or paragraphs. If you are not an accredited investor, you may so indicate by not
initialing any of the following paragraphs.
[ ] (a) any individual Purchaser whose net
worth, or joint net worth with that person's
spouse at the time of his purchase, exceeds
$1,000,000 (including any individual
participant of a Xxxxx Plan, XXX or XXX
Rollover Purchaser);
[ ] (b) any individual Purchaser who had an
income in excess of $200,000 in each of the
two most recent years or joint income with
that person's spouse in excess of $300,000
in each of those years and who reasonably
expects an income in excess of the same
income level in the current year (including
any individual participant of a Xxxxx Plan,
XXX or XXX Rollover Purchaser);
[ X ] (c) any corporation or partnership not
formed for the specific purpose of making an
investment in the Common Stock, with total
assets in excess of $5,000,000;
[ ] (d) any trust, which is not formed for the
specific purpose of investing in the Common
Stock, with total assets in excess of
$5,000,000, whose purchase is directed by a
sophisticated person, as such term is
defined in Rule 506(b) of Regulation D under
the Securities Act;
[ ] (e) any ERISA Plan if the investment
decision is made by a plan fiduciary, as
defined in section 3(21) of ERISA, which is
either a bank, insurance company, or
registered investment adviser, or the Plan
has total assets in excess of $5,000,000;
[ ] (f) any individual Purchaser who is an
executive officer or director of the
Company.;
[ ] (g) any entity in which all of the equity
owners are Accredited Investors under
paragraphs (a), (b), (c) or (f) above or any
other entity meeting required "Accredited
Investor" standards under Rule 501 of
Regulation D under the Securities Act and
applicable State securities law criteria. IF
THE PURCHASER IS AN ENTITY IN WHICH ALL OF
THE EQUITY OWNERS ARE ACCREDITED INVESTORS,
THE PURCHASER MUST PROVIDE A SUBSCRIPTION
AGREEMENT FROM EACH OF ITS EQUITY OWNERS;
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[ ] (h) other (please explain i.e., a foreign
investor)
4.2 Liquidity. Purchaser presently has sufficient liquid
assets to pay the Purchase Price. Purchaser's overall commitments to investments
that are not readily marketable is not disproportionate to Purchaser's total
assets, and Purchaser's investment in the Company will not cause such overall
commitment to become excessive. Purchaser has adequate means of providing for
its current needs and contingencies and has no need for liquidity in its
investment in the Company or for a source of income from the Company. Purchaser
is capable of bearing the economic risk and the burden of the investment
contemplated by this Agreement, including, but not limited to, the possibility
of the complete loss of the value of the Shares and the limited transferability
of the Shares, which may make the liquidation of the Shares impossible in the
near future.
4.3 Organization, Standing, Authorization. If a
corporation, limited liability company, or other entity, Purchaser is duly
organized, validly existing, and in good standing under the laws of its State of
organization, and has the requisite power and authority to enter into this
Agreement, acquire the Shares and execute and deliver any documents or
instruments in connection with this Agreement. The execution and delivery of
this Agreement, and all other documents and instruments executed by Purchaser in
connection with any of the transactions contemplated by this Agreement have been
duly authorized by all required action of Purchaser's members or managers. The
person executing, on Purchaser's behalf, this Agreement and any other documents
or instruments executed by Purchaser in connection with this Agreement is duly
authorized to do so.
4.4 Absence of Conflicts. Purchaser represents and
warrants that the execution and delivery of this Agreement and any other
document or instrument executed in connection with this Agreement, and the
consummation of the transactions contemplated thereby, and compliance with the
requirements thereof, will not violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on Purchaser, or the provision of
any indenture, instrument or agreement to which Purchaser is a party or are
subject, or by which Purchaser or any of its properties is bound, or conflict
with or constitute a material default thereunder, or result in the creation or
imposition of any lien pursuant to the terms of any such indenture, instrument
or agreement, or constitute a breach of any fiduciary duty owed by either
Purchaser to any third party, or require the approval of any third-party
pursuant to any material contract, agreement, instrument, relationship or legal
obligation to which Purchaser is subject or to which any of its properties,
operations or management may be subject.
4.5 Sole Party in Interest. Purchaser represents that it
is the sole and true party in interest, and no other person or entity has or
will have upon the issuance of the Shares any beneficial ownership interest in
the Shares or any portion of the Shares, whether direct or indirect.
4.6 Investment Purpose. Purchaser represents that it is
acquiring the Shares for its own account and for investment purposes and not on
behalf of any other person or entity or for or with a view to resale or
distribution.
4.7 Knowledge and Experience. Purchaser has been advised,
to the Purchaser's satisfaction and understanding, with respect to the
advisability of an investment in the Company and the Shares. Purchaser is
experienced in evaluating and making speculative investments, and has the
capacity to protect its interests in connection with the acquisition of the
Shares. Purchaser has such knowledge and experience in financial and business
matters in general, and investments in the computer industry in particular, that
Purchaser is capable of evaluating the merits and risks of Purchaser's
investment in the Company. Purchaser has been informed that an investment in the
Company is speculative and have concluded that Purchaser's proposed investment
is appropriate in light of its overall investment objectives and financial
situation.
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4.8 Investment Advisors. Purchaser represents that no
investment advisor or purchaser representative has been consulted or retained in
connection with Purchaser's decision to invest in the Company.
4.9 Disclosure, Access to Information. Purchaser confirms
that it has received and thoroughly read and is familiar with and understand
this Agreement, and that all documents, records, books and other information
pertaining to Purchaser's investment in the Company requested by Purchaser have
been made available for inspection and copying and that there are no additional
materials or documents that have been requested by Purchaser that have not been
made available by the Company. Purchaser further acknowledges it has had an
opportunity to ask questions of and receive answers from the Company's
representatives, and that any decision not to ask questions of the Company's
representatives was a conscious decision on Purchaser's part and reflects
Purchaser's belief that no additional information is necessary in order to make
an informed decision about investing in the Company. Purchaser further
acknowledges that it understands that the Company is not subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
4.10 Exclusive Reliance on this Agreement. In making the
decision to purchase the Shares, Purchaser has relied exclusively upon
information included in this Agreement or incorporated herein by reference
pursuant to Section 4.9, and investigations made by Purchaser, and not on any
other representations, promises or information, whether written or verbal, by
any person.
4.11 Accuracy of Unincorporated Documents and Other
Unincorporated Materials. To the extent Purchaser has received documents or
other materials, other than as expressly incorporated herein by reference
pursuant to Section 4.9, Purchaser acknowledges the following with respect to
such documents and materials:
(1) Such documents and materials and any
projections contained therein may be incomplete, may contain errors or
misstatements, and do not purport to adequately describe the
transactions contemplated by this Agreement or the status of the
development of the Company's technology. Purchaser agrees that such
documents and materials cannot be relied upon in making a decision as
to whether to purchase the Shares and acknowledges that there can be no
assurance that any of the projections contained therein will be
accomplished by the Company; and
(2) Purchaser has been advised and fully
understands that any summaries, projections, forecasts or estimates
included in such documents and materials, including those relating to
product development schedules and projections, possible revenues,
income, profitability of the Company or an investment therein
inherently involve uncertainties and may be affected by circumstances
in the future which cannot be reasonably predicted and are beyond the
control of the Company. Further, the projections, forecasts and
estimates are speculative and may be optimistic, and there can be no
assurance that any of the projections, forecasts or estimates will be
reached, or that the Company will successfully produce a commercially
viable product or that the Company will realize any income or profits
or that any dividends or distributions of profits will be paid on the
Company's securities.
4.12 Residency. If a corporation or other entity,
Purchaser is organized under the laws of and has its principal place of business
in the State of California.
4.13 Advice of Counsel. Purchaser understands the terms
and conditions of this Agreement, has investigated all issues to Purchaser's
satisfaction, has consulted with such of Purchaser's own legal counsel or other
advisors as Purchaser deems necessary, and is not relying, and has not relied on
the Company for an explanation of the terms or conditions of this Agreement or
any document or instrument related to the transactions contemplated thereby.
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Purchaser further acknowledges, understands, and agrees that, in arranging for
the preparation of this Agreement and all other documents and materials related
thereto, the Company has not attempted to procure, and has not procured, legal
representation for Purchaser.
4.14 Accuracy of Representations and Information. All
representations made by Purchaser in this Agreement and all documents and
instruments related to this Agreement, and all information provided by Purchaser
to the Company concerning Purchaser and its respective financial positions is
correct and complete as of the date hereof. If there is any material change in
such information before the actual issuance of the Shares, Purchaser immediately
will provide such information to the Company.
4.15 No Representations. None of the following have ever
been represented, guaranteed, or warranted to Purchaser by the Company or any of
its employees, agents, representatives or affiliates, or any broker or any other
person, expressly or by implication:
(1) The approximate or exact length of time that
Purchaser will be required to remain as owner of the Shares;
(2) The percentage of profit or amount of or
type of consideration, profit or loss (including tax write-offs or
other tax benefits) to be realized, if any, as a result of an
investment in the Shares; or
(3) The past performance or experience on the
part of the Company or any affiliate or their associates, agents or
employees, or of any other person as being indicative of future results
of an investment in the Shares.
4.16 Federal Tax Matters. Purchaser has reviewed and
understands the federal income tax aspects of its purchase of the Shares, and
has received such advice in this regard as Purchaser deems necessary from
qualified sources such as attorneys, tax advisors or accountants, and is not
relying on any representative or employee of the Company for such advice.
4.17 No Representations by Brokers or Finders. Purchaser
represents in making its decision to purchase the Shares, it is not relying on
any representations, warranties, promises, or other inducements to purchase that
were made by any broker, finder, or selling agent of the Company, and that the
only representations, warranties, or other inducements to purchase are contained
in the written materials provided by the Company to the Purchaser.
5. Certain Risk Factors. Purchaser has been informed about and
fully understands that there are risks associated with an investment in the
Company. Such risks may include, but not necessarily be limited to, the risk
factors set forth in the Company's Annual Report for the year ended December 31,
2005 (the "Annual Report"). By signing below, the Purchaser acknowledges that he
or she has read and understands the Risk Factor section of the Annual Report,
and recognizes and acknowledges that an investment in the Company includes
certain risks, not limited to those listed.
6. Manner of Sale. At no time was Purchaser presented with or
solicited by or through any leaflet, public promotional meeting, television
advertisement, or any other form of general solicitation or advertising.
7. Restricted Securities. Purchaser understands and acknowledges
that resales of the Shares have not been registered under the Act, or any state
securities laws, and the Shares will be issued in reliance upon certain
exemptions from the registration requirements of those laws, and thus cannot be
resold unless they are registered under the Act or unless the Company has first
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received an opinion of competent securities counsel that an exemption from
registration is available for such resale. With regard to the restrictions on
resales of the Shares, Purchaser is aware (i) of the limitations and
applicability of Securities and Exchange Commission Rule 144; (ii) that the
Company will issue stop transfer orders to its transfer agent in the event of
attempts to improperly transfer any such securities; and (iii) that a
restrictive legend will be placed on the Shares and any security underlying or
into which any of the Shares are or will be convertible, which legend will read
substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION
PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE
ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT
OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS. FURTHERMORE, THE COMPANY WILL INSTRUCT
ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES
UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
8. Indemnification. Purchaser agrees to indemnify the Company,
its officers employees and agents, and hold them harmless from and against any
and all liability, damage, cost or expense, including attorney's fees, incurred
on account or arising out of:
8.1 Any inaccuracy in the declarations, representations,
and warranties by Purchaser set forth herein;
8.2 The disposition of the Shares or any portion thereof,
by Purchaser contrary to the declarations, representations and warranties set
forth herein and any restrictions on transfer that may be noted on the
certificates representing such securities; and
8.3 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;
or (ii) the disposition of Shares, or any portion thereof.
9. Conduct of Business; Interim Operations. The Company covenants
that, after execution of the Agreement, but before the Closing Date, the Company
will use its best efforts to conduct its business and operations in a reasonable
and professional manner and in accordance with past practices, to preserve its
existing business organization and its relationships with its employees and
other third parties, to preserve and protect its assets, and to conduct its
business in compliance with all applicable laws and regulations. Prior to the
Closing Date, the Company will promptly inform Purchaser of any material
developments or transactions involving the Company that arise after the date the
parties execute this Agreement through the Closing Date.
10. Representations and Warranties of the Company. The Company
hereby represents and warrants to Purchaser as follows:
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10.1 Organization, Standing, Etc. The Company is duly
organized, validly existing, and in good standing under the laws of the State of
Nevada, and has the requisite power and authority to enter into and perform this
Agreement and to execute and perform under the documents, instruments and
agreements related to this Agreement.
10.2 Authorization. The execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all required action of the Company.
11. Confidentiality. Purchaser acknowledges and agrees that the
Company has provided them with certain information about the Company that is
proprietary and confidential in connection with the consummation of the
transactions contemplated by this Agreement (the "Confidential Information").
Purchaser covenants to preserve the confidentiality of the Confidential
Information and to use the Confidential Information only for the purpose of
determining to proceed with the transactions contemplated by this Agreement, and
agree to do so for a period of five (5) years, except that information (i) in
the public domain without violation of any confidentiality agreement, if known
by the party receiving it before receipt, or (ii) received from a third party
without violation of a non-disclosure obligation of that third party of the
party delivering or disclosing information shall not be considered Confidential
Information subject to this Section 11.
12. Nondisclosure. Except as required by applicable securities
laws, rules and regulations, prior to the Closing Date, no press release or
other announcement concerning the proposed transactions will be issued except by
mutual consent of the parties. This Agreement and all negotiations and
discussions between the parties in connection with this Agreement shall be
strictly confidential and will not be disclosed in any manner prior to the
Closing Date, except to employees and agents of the parties on a need-to-know
basis, as required by applicable law or regulations or as otherwise agreed by
the parties. After closing, disclosure shall be at the sole discretion of the
Company.
13. General Provisions.
13.1 Attorneys' Fees. In the event of a default in the
performance of this Agreement or any document or instrument executed in
connection with this Agreement, the defaulting party, in addition to all other
obligations of performance hereunder, shall pay reasonable attorneys' fees and
costs incurred by the non-defaulting party to enforce performance or clarify the
terms of this Agreement.
13.2 Choice of Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Utah, excluding its
choice of law rules.
13.3 Counterparts. This Agreement may be executed in one
or more counterparts, each of which when so signed shall be deemed to be an
original, and such counterparts together shall constitute one and the same
instrument.
13.4 Entire Agreement. This Agreement, and the Exhibits,
Schedules and other attachments referred to herein (all of which are
incorporated in this Agreement by reference) collectively set forth the entire
agreement between the parties as to the subject matter hereof, supersede any and
all prior or contemporaneous agreements or understandings of the parties
relating to the subject matter of this Agreement, and may not be amended except
by an instrument in writing signed by all of the parties to this Agreement.
13.5 Expenses. The parties shall be responsible for and
shall pay their own costs and expenses, including without limitation attorneys'
fees and accountants' fees and expenses, in connection with the conduct of the
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due diligence inquiry, negotiation, execution and delivery of this Agreement and
the instruments, documents and agreements executed in connection with this
Agreement.
13.6 Headings. The headings of the sections and paragraphs
of this Agreement have been inserted for convenience of reference only and do
not constitute a part of this Agreement.
13.7 Notices. All notices or other communications provided
for under this Agreement shall be in writing, and mailed, telecopied or
delivered by hand delivery or by overnight courier service, to the parties at
their respective addresses as indicated below or at such other address as the
parties may designate in writing:
If to Purchaser, to it, him, her, or them at:
ANAHOP, INC.
0000 Xxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
Fax: 000-000-0000
With a copy to:
Xxxxxx Xxxxxx, Esq
00000 Xxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Fax: 000-000-0000
If to the Company, to:
Xxxxx Xxxxxxxx
President & CEO
CirTran Corporation
0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, XX 00000
Fax: 000-000-0000
With a copy (which shall not constitute notice) to:
DURHAM, XXXXX & XXXXXXX, P.C.
000 Xxxx Xxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx
All notices and communications shall be effective as follows: When mailed, upon
three (3) business days after deposit in the mail (postage prepaid); when
telecopied, upon confirmed transmission of the telecopied notice; when hand
delivered, upon delivery; and when sent by overnight courier, the next business
day after deposit of the notice with the overnight courier.
13.8 Severability. Should any one or more of the
provisions of this Agreement be determined to be illegal or unenforceable, all
other provisions of this Agreement shall be given effect separately from the
provision or provisions determined to be illegal or unenforceable and shall not
be affected thereby.
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13.9 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors, but
shall not be assignable by Purchaser without the prior written consent of the
Company.
13.10 Survival of Certain Representations, Warranties and
Covenants Closing. All warranties, representations, indemnities and agreements
made in this Agreement by either party shall survive the date of this Agreement,
the Closing Date, the consummation of the transactions contemplated by this
Agreement, and the issuance by the Company of the Shares.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGES FOLLOW.]
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EXECUTION PAGE FOR SUBSCRIPTION BY ENTITIES
NUMBER OF SHARES SUBSCRIBED FOR 14,285,715
MULTIPLIED BY $0.07 PER SHARE
TOTAL SUBSCRIPTION AMOUNT $1,000,000
LIMITED LIABILITY COMPANY
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X CORPORATION (Please include certified corporate resolution authorizing
--- signature)
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PARTNERSHIP
--- ------------------------------------------------------------
OTHER
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Print information as it is to appear on the Company records.
Xxxxxx Xxxxx 200794122
-------------------- --------------------
(Name of Subscriber) (Taxpayer ID Number)
0000 X. Xxxxxx, Xxxxxxx, XX. 00000 714-564-0999
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(Address) (Telephone Number)
The Purchaser trustee, partner, corporate officer or fiduciary
certifies that he or she has full power and authority from all beneficiaries,
partners or shareholders of the entity named above to execute this Subscription
Agreement on behalf of the entity and to make the representations, warranties
and agreements made herein on their behalf and that investment in the Shares has
been affirmatively authorized by the governing board or body of such entity and
is not prohibited by law or the governing documents of the entity.
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SIGNATURE(S)
Dated: May 24, 2006.
(1) /s/ (2)
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By: Signature of Authorized By: Signature of Authorized
Signatory Co-Signatory
XXXXXX XXXXX
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Print Name of Signatory Print Name of Co-Signatory
PRESIDENT
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Title Title
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Print Name of Signatory and Title, Print Name of Co-Signatory and
if applicable Title, if applicable
ACCEPTED AND AGREED:
CirTran Corporation
a Nevada corporation
By: /s/ Xxxxx Xxxxxxxx Dated: May 24, 2006
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Name: Xxxxx Xxxxxxxx
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SCHEDULE 1
WIRE TRANSFER INSTRUCTIONS
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APPENDIX A
FORM OF FIFTEEN CENT WARRANT
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APPENDIX B
FORM OF TWENTY-FIVE CENT WARRANT
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APPENDIX C
FORM OF FIFTY CENT WARRANT
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