EXHIBIT 10.5
Raven Moon International, Inc.
SUBSCRIPTION AGREEMENT
Subordinated Convertible Debentures
($20,000 per Unit)
Raven Moon International, Inc.
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Dear Sirs:
1. Pursuant to prior understandings and discussions, the undersigned
("Subscriber") hereby agrees to purchase from Raven Moon International,
Inc., A Florida corporation (the Company) __________________ ( _______ )
unit(s) of the Company's Subordinated Convertible Debentures (Units) at the
price of twenty Thousand Dollars ($20,000) per unit. Subscriber
acknowledges (a) that this subscription shall not be deemed to have been
accepted by the Company until the Company indicates its acceptance by
returning to the Subscriber an executed copy of this subscription, and (b)
that acceptance by the Company of this subscription is conditioned upon the
information and representations of the Subscriber hereunder being complete,
true and correct as of the date of this subscription and as of the date of
closing of the sale of Units to the Subscriber.
2. The Subscriber acknowledges having received, reviewed and understood the
Company's Business Plan which describes the terms and conditions related to
these Units.
3. Until actual delivery of the purchase funds to the Company and acceptance
by the Company of the purchase and this Subscription Agreement, the Company
shall have no obligations to the Subscriber. The Company may revoke a prior
acceptance of this Subscription Agreement at its sole discretion, at any
time prior to delivery and release from escrow by the Company of the
purchase funds. If the Company does not meet its minimum subscription of
$100,000, it will return said funds to the Subscriber and will have no
further obligation to the Subscriber.
4. Subscriber understands acknowledges and agrees to the following:
(a) Subscriber has such knowledge and experience in financial and business
matters that he/she is capable of evaluating the merits and risks of
investment in the Company and in making an informed investment
decision, or has hired a qualified Subscriber Representative who has
the qualifications to evaluate the merits of this Offering and can
advise the prospective Subscriber to make an informed investment
decision.
(b) Subscriber has the capacity to protect his own interest in connection
with this transaction by reason of his/her prior business or financial
experience or has hired a qualified Subscriber Representative who has
the qualifications to evaluate the merits of this Offering and can
advise the prospective Investor competently
(c) The Subscriber understands that because the Units have not been
registered under the Securities Act of 1933, as amended ("the Act") or
applicable state securities laws, Subscriber cannot dispose of any or
all the Units unless such Units (or their underlining shares after
conversion) are subsequently registered under the Act, and/or
applicable state securities laws, or exemptions from such registration
are available. Subscribers acknowledges and understands that he/she
has no right to require the Company to register the Units accepted as
may be provided in this Agreement. Subscriber further understands that
the Company, as a condition to the transfer of any Units, may require
that the request for transfer be accompanied by opinion of counsel
satisfactory to the Company, in form and substance satisfactory to the
Company and preceded by prior written notice, to the effect that the
proposed transfer does not result in violation of the Act or
applicable state securities laws, unless such transfer is covered by
an effective registration statement under the Act and all applicable
state securities laws. Subscriber understands that each certificate
representing Units and any securities issued upon conversion or
exercise of any securities in, the Units or on account of ownership
thereof will bear the following legend or one substantially similar
thereto:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the securities
laws of any state. These securities have been acquired for investment and
not with the view to be distributed or resold, and may not be sold,
mortgaged, pledged, hypothecated or otherwise transferred without an
effective registration statement for such investment Units under the
Securities Act of 1933, as amended. These securities may also be subject to
certain rights of first refusal of the corporation and other contractual
restrictions on transfer.
5. The undersigned is purchasing Unit(s) for the Subscriber's own account
without participation of any other person and with the intent of holding
the Units or their converted shares for investment and without the intent
of participating directly or indirectly in a distribution of the Units, the
securities underlying the Units or any portion thereof, and not with a view
to, or for resale in connection with, any distribution of Units, the
securities underlying the Units, or any portion thereof.
6. The undersigned believes that, based on the undersigned's business
experience as a sophisticated investor and based on the undersigned's
economic bargaining power, the undersigned has been provided with all
information or been given access to all information with respect to the
Company, the planned future activities of the Company, its capital needs,
its prospects for failure and success, and all such other factors that the
undersigned considers material which might affect the undersigned's
decision whether to purchase the Shares on the undersigned's behalf.
7. The undersigned has met and had conversations with certain of the Company's
officers and shareholders, and has had the opportunity to ask questions of,
and receive answers from, such persons concerning all aspects of the
Company, including, without limitation, the distribution of share ownership
and the proposed use of proceeds from the sale of the Shares. The
undersigned fully understands that this Offering has not been registered
under the 1933 Act and in reliance upon exemptions therefrom, and
accordingly, to the extent that the Subscriber is not supplied with
information which would have been contained in a registration statement
filed under the Securities Acts, the undersigned must rely upon the
undersigned' s own access to such information.
8. The undersigned acknowledges that the undersigned must continue to bear the
economic risk of the investment in the Shares for an indefinite period and
recognizes that the Shares will be (i) sold without registration under any
state or federal law relating to the registration of securities for sale;
(ii) issued and sold in reliance on the exemption from registration
provided by the securities laws of the State of Florida and (iii) issued
and sold in reliance on exemptions from registration provided by the 1933
Act and the General Rules and Regulations of the Commission promulgated
thereunder.
9. The undersigned will in any event offer, sell, pledge, convey or otherwise
transfer the Shares, the underlying securities, or any portion thereof,
only if (i) pursuant to an effective registration statement under the 1933
Act and any and all applicable state securities or Blue Sky laws or in a
transaction which is otherwise in compliance with the 1933 Act and such
laws; and (ii) the undersigned has furnished evidence satisfactory to the
Company of compliance with the laws of such jurisdictions which, in the
opinion of the Company, may be applicable, it being understood that the
Company shall be entitled to require and rely upon an opinion of counsel
satisfactory to it with respect to compliance with said laws.
10. The undersigned is aware that the Company will be under no obligation and
has no intention to register the Shares, the securities underlying the
Shares, or any portion thereof, or to comply with any exemption available
for the offer or sale of the Shares, the securities underlying the Shares,
or any portion thereof, without registration, and that the information and
conditions necessary to permit routine sales of the Shares, the securities
underlying the Shares, or any portion thereof, under Rule 144 of the 1933
Act are not now available and may not become available, and the Company is
under no obligation to act in any manner so as to make Rule 144 available
with respect to the Shares, the securities underlying the Shares, or any
portion thereof.
11. The undersigned understands that a restrictive legend in substantially the
following form will be imprinted on the certificates evidencing the Shares
and the underlying securities and stop transfer orders or other appropriate
instructions to such effect will be maintained against the transfer of the
Shares and underlying securities on the transfer records of the Corporation
or its transfer agent. "The securities represented by this Certificate have
not been registered under the Securities Act of 1933 (the "1933 Act"). The
Securities have been acquired for investment and may not be sold,
transferred, pledged or otherwise disposed of in the absence of an
effective Registration Statement for the securities under the Act or an
opinion of counsel satisfactory to the issuer that the proposed disposition
of the securities will not violate Section 5 of the Act "
12. The undersigned has been furnished with the Business Plan and provided
access to the Company's financial statements, minute books and material
agreements; has carefully reviewed such materials; understands that the
Business Plan is a plan and not a prospectus; and realizes that the Shares
are a highly speculative investment involving a high degree of risk and are
suitable only for persons of substantial means who have no need for
liquidity with respect to their investment in the Units and who can afford
a total loss of their entire investment without hardship.
13. The undersigned is not aware of any remuneration or commission which is to
be paid to any person, directly or indirectly, in connection with
soliciting the purchase of the Units.The undersigned understands that the
undersigned or the undersigned's representatives have been and will
continue to be provided with access to the Company's financial records.
14. Indemnification. The undersigned shall indemnify and hold harmless the
Company, its officers, directors and employees and any of its professional
advisors, from and against any and all loss, damage, liability or expense,
including costs and reasonable attorney's fees, to which they may become
subject or which they may incur by reason of or in connection with any
misrepresentation made by the undersigned herein, any breach of any of the
undersigned's representations or warranties made herein, or the
undersigned's failure to fulfill any of its covenants or agreements herein.
15. Confidentiality. The information about the Company which has been disclosed
to the undersigned in connection with the undersigned's purchase of the
Shares is deemed to be "Confidential Information" of the Company, and the
undersigned represents and warrants to, and hereby agrees with, the
Company, that unless the Company has consented in writing to the contrary,
the undersigned will use the undersigned's best efforts not to disclose
such Confidential Information to others or use any part of such
Confidential Information that has been disclosed to the undersigned, except
any part thereof (i) which may be in the public domain, or (ii) which may
be independently disclosed to the undersigned by any third party not itself
in a confidential relationship with the Company, or (iii) which may already
be in possession (otherwise than through disclosure by the Company or by
any third party that is in a confidential relationship with the Company) of
the undersigned, or (iv) which the undersigned may be required to disclose
by order of a court or administrative agency having competent jurisdiction;
provided, however, that this paragraph shall be terminated and be of no
force or effect with respect to any such Confidential Information upon such
Confidential Information becoming a part of the public domain through
action by anyone other than the undersigned. The representations,
warranties, acknowledgments and covenants made by the undersigned herein
extend to and apply to all of the Shares acquired by the undersigned.
Execution of the documents evidencing the transfer of the Shares shall
constitute a confirmation by the undersigned that all of the
representations, warranties and covenants made herein shall be true and
correct at such time.
Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or
three (3) days after deposit in the United States post Office, by
registered or certified mail, addressed to a party at its address
hereinafter shown below or at such address which party may designated by
ten (10) days advance written notice to the other party.
16. Arbitration. The undersigned acknowledges and agrees that any controversy
or claim arising our of or relating to this investment, shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.
17. Headings. The headings used in this document are for organizational
purposes only and should not be interpreted as altering in any way or
eliminating provisions contained herein.
18. Notice to Residents of All States:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS
OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
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 THIS DOCUMENT. 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, AS
AMENDED, AND 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.
Notice to Florida Residents
THE SHARES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES
ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF
VOIDING THE PURCHASE WITHIN THREE (3} DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE
ISSUER, OR AN ESCROW AGENT, OR WITHIN THREE (3} DAYS AFTER THE AVAILABILITY
OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
LATER.
The representations, warranties, acknowledgements and agreements in this
Agreement are true and accurate as of the date hereof, shall be true and
accurate as of the date of the acceptance hereof by the Company and shall
survive thereafter.
19. This Agreement shall be enforced, governed and construed in all respects in
accordance with the laws of the State of Florida, and shall be binding upon
Subscriber, his/her heirs, estate, legal representatives, successors and
assigns and shall inure to the benefit of the Company and its successors
and assigns.
20. Subscriber agrees not to transfer or assign this Agreement, or any of
his/her interest herein, without the express written consent of the
Company.
21. This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes any and all prior
representations, agreements and understandings in connection therewith.
This Agreement may be amended only by in writing executed by all parties
hereto.
22. Subscriber recognized it is important under the Securities Act and state
securities law that the Company determine if potential investors are
"accredited investors" as defined in Appendix A attached hereto. Subscriber
represents that he/she is an "accredited investor" by reason of the
following: ___________________________________________. Subscriber further
represents that he/she is a citizen of the State of ___________________ and
is not a resident of any other jurisdiction.
IN WITNESS WHEREOF, Subscriber has executed this Subscription Agreement this
____________ day of_______________, ______.
Subscription
============
Number of Units ______ Series _________
Total U.S. Dollars tendered _________________
Please Check One: [ ] Individual Subscriber [ ] Co-Subscriber (Joint account
will be registered as joint
tenants with right of
survivor ship)
[ ] Corporation or Partnership - Please include certified resolution (or similar
document) authorizing signature.
[ ] Trust - Please include a copy of Trust agreement. [ ] Other -Specify
_______________________
PRINT Name: _______________________________
___________________________________________ ___________________________
(Signature ) Social Security Number
(if Co-subscriber)
PRINT Name: _______________________________
___________________________________________ ___________________________
(Signature ) Social Security Number
______________________________________________________________________________
(Address)
______________________________________________________________________________
(Phone Number) (Fax Number) Email
=================================================
ACCEPTANCE
==========
The foregoing Subscription Agreement is hereby accepted on this ______ day of
_____ , _____.
Raven Moon International, Inc.
By: ____________________________
President
ATTEST:
By: ____________________________
Secretary
NOTE: This Offering is made to Accredited Investors on a first come basis. This
Agreement may be signed and faxed to the above number. Monies and the
original Subscription Agreement must be received within five (5) business
days to secure your position. Monies may be paid by check and mailed to the
Offices stated above, or sent via a wire transfer to the Following Bank:
SunTrust Bank
Xxxxxxx Ave. Branch
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Please call 000-000-0000 for wiring instructions
