Exhibit 10(i)
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SUBSCRIPTION AGREEMENT
xxxxx0xxxx.xxx Corporation
c/o Koster Industries Inc.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Ladies and Gentlemen:
Enviro-Clean of America, Inc. (the "Subscriber") desires to purchase
shares of Class B common stock, par value $0.001 per share (the "Common Stock")
of xxxxx0xxxx.xxx Corporation (the "Seller"). The Subscriber and the Seller
hereby agree as follows:
I. Subscription. The Subscriber hereby subscribes for and agrees to accept
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from the Seller the number of shares of the Seller's Common Stock (the "Shares")
set forth in the Subscriber Signature Page attached hereto and agrees to pay the
purchase price of US $0.25 per share. The aggregate purchase price (the
"Purchase Price") for the number of Shares subscribed for has been set forth in
the Subscriber Signature Page. As a condition of the purchase, the Subscriber
hereby agrees to transfer an aggregate of 70,000 shares of common stock of
x0xxxxxxx.xxx, Inc. to the Seller. As a further condition of the purchase, the
Subscriber hereby agrees to provide the Seller with funds equal to not less than
$150,000 and not more than $250,000 for the purpose of creating, designing and
implementing the functionality of the Seller's web site.
II. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe
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for the Shares, such Subscriber must, and such Subscriber does hereby, deliver
to the Seller:
A. Two (2) executed counterparts of the Subscriber Signature Page attached
to this Subscription Agreement (this "Agreement"); and
B. Two (2) completed copies of the Subscriber Questionnaire attached
hereto as Exhibit A; and
C. Two (2) executed counterparts of the signature page to the
Stockholders' Agreement (as herein defined); and
D. Payment of the Purchase Price to the Seller by check or wire transfer
of immediately available funds for a value date no less than two (2)
business days prior to the date to be specified by the Seller as the
closing date for the offering contemplated hereby. The Seller will notify
Subscribers of the closing date and provide Subscribers with wire transfer
instructions under separate cover.
III. Acceptance Procedure. All subscription payments, when received, will be
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held in an account of the Seller, which account information will be provided to
the Subscriber.
IV. Representations of Subscriber. By executing this Agreement, the Subscriber
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makes the following representations, declarations and warranties to the Seller,
with the intent and understanding that the Seller will rely thereon:
A. Such Subscriber has received and carefully read the Seller's business
plan and acknowledges that it has been furnished by the Seller during the
course of this transaction with all information regarding the Seller that
Subscriber requested or desired to know; that all documents which could be
reasonably provided have been made available for the Subscriber's
inspection and review; and that the Subscriber has been afforded the
opportunity to ask questions of and receive answers from representatives of
the Seller concerning the Seller and any additional information which the
Subscriber has requested. The Subscriber acknowledges that any projections
which it has been furnished do not constitute a representation or warranty
as to the anticipated future financial performance of the Seller.
B. Such Subscriber understands that there is no public market for the
Shares, and the Seller does not have any obligation or intention to
register the Shares for sale under the Securities Act of 1933 as amended
(the "Act") or any other securities laws.
C. Such Subscriber understands that (i) the Shares being purchased
hereunder have not been registered under the Act or any other securities
laws; (ii) the Subscriber cannot sell such Shares unless they are
registered under the Act or any other applicable securities laws or unless
exemptions from such registration requirements are available; (iii) a
legend will be placed on any certificate or certificates evidencing the
Shares stating that such Shares have not been registered under the Act and
setting forth or referring to the restrictions on transferability and sales
of the Shares; (iv) the Shares will be subject to significant transfer
restrictions pursuant to the Stockholders' Agreement, by and among the
Seller, the Subscriber and the other parties thereto (the "Stockholders'
Agreement"); and (v) the Seller has no obligation to register the Shares or
assist the Subscriber in obtaining an exemption from the various
registration requirements except as set forth herein or therein. The
Subscriber agrees not to resell the Shares without compliance with the
terms of this Agreement, the Stockholders' Agreement, the Act and any and
all applicable securities laws.
D. Such Subscriber (i) is acquiring the Shares solely for the Subscriber's
own account for investment purposes only and not with a view toward resale
or distribution, either in whole or in part; (ii) has no contract,
undertaking, agreement or other arrangement, in existence or contemplated,
to sell, pledge, assign or otherwise transfer the Shares to any other
person; and has no present intention to enter into any such contract,
undertaking agreement or arrangement; and (iii) agrees not to sell or
otherwise transfer such Shares unless and until they are subsequently
registered under the Act and any applicable securities laws or unless an
exemption from any such registration is available.
E. Such Subscriber acknowledges that it has been informed that the
Seller's business is highly speculative in nature; the Subscriber therefore
understands that an investment in
the Shares involves substantial risks and the Subscriber recognizes and
understands the risks relating to the purchase of the Shares; such
Subscriber has such knowledge and experience in financial and business
matters in general and in particular with respect to this type of
investment that such Subscriber is capable of evaluating the merits and
risks of an investment in the Shares.
F. Such Subscriber's investment in the Seller is reasonable in relation to
its net worth and financial needs and such Subscriber is able to bear the
economic risk of losing its entire investment in the Shares.
G. Such Subscriber represents that such Subscriber satisfies the
definition of "accredited investor" as set forth in Rule 501(a) of
Regulation D under the Act. A copy of this definition has been attached
hereto under the heading "Investor Suitability Standards".
H. Such Subscriber understands that (i) the offering contemplated hereby
has not been reviewed by any governmental body or agency; (ii) if required
by the laws or regulations of any applicable jurisdiction, the offering
contemplated hereby will be submitted to the appropriate authorities of
such state(s) for registration or exemption therefrom; and (iii) the
documents used in connection with this offering have not been reviewed or
approved by any regulatory agency or government department, nor has any
such agency or government department made any finding or determination as
to the fairness of the Shares for investment.
I. Such Subscriber acknowledges that the Seller has the unconditional
right to accept or reject this subscription, in whole or in part. The
Seller will notify the Subscriber whether this subscription is accepted or
rejected. If such subscription is rejected, payment will be returned
without interest to the Subscriber.
J. If the undersigned is a natural person, the undersigned is 21 years of
age or over. If the undersigned is a corporation, limited liability
company, partnership, trust or other entity, the undersigned is authorized,
empowered and qualified to execute this Agreement and to make an investment
in the Seller as contemplated hereby. Each of this Agreement and the
Stockholders' Agreement is valid, binding and enforceable against the
undersigned in accordance with its terms. The undersigned is not aware of
any laws or regulations that might be the basis for releasing the
undersigned from the obligations created by this Agreement and the
Stockholders' Agreement. This Agreement has been duly executed and
constitutes the legal, valid and binding obligations of the Subscriber,
enforceable in accordance with its terms.
K. If the Subscriber is purchasing the Shares in a fiduciary capacity for
another person or entity, including without limitation a corporation,
partnership, trust or any other entity, the Subscriber has been duly
authorized and empowered to execute this Agreement and all other
subscription documents, and such other person fulfills all the requirements
for purchase of the Shares as such requirements are set forth herein,
concurs in the purchase of the Shares and agrees to be bound by the
obligations, representations, warranties and covenants contained herein.
Upon request of the Seller, the Subscriber will provide true, complete and
current copies of all relevant documents creating the Subscriber,
authorizing its investment in the Seller and/or evidencing the satisfaction
of the foregoing.
L. No consent, approval or authorization of, or declaration or filing
with, any governmental authority is required to be obtained or made by the
Subscriber for the valid execution and delivery of this Agreement by the
Subscriber or the valid purchase of Shares pursuant to this Agreement.
V. Assignability. The Subscriber acknowledges that such Subscriber may not
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assign any of its rights to or interest in or under this Agreement without the
prior written consent of the Seller, and any attempted assignment without such
consent shall be void and without effect.
VI. Representations and Warranties True. The representations and warranties set
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forth by the Subscriber above are true and correct as of the date hereof and
will be true and correct as of the date of the acceptance of this subscription
by the Seller in accordance with the terms of Section 4 hereof. If such
representations and warranties shall not be true and correct in any respect
prior thereto, the Subscriber will immediately give written notice of such fact
to the Seller, specifying which representations and warranties are not true and
correct and the reasons therefor.
VII. Indemnification. The Subscriber acknowledges that such Subscriber
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understands the meaning and legal consequences of the representations and
warranties contained in Section 4 hereof, and the Subscriber hereby agrees to
indemnify and hold harmless the Seller, its officers or any of its affiliates,
salesmen, associates, agents or employees from and against any and all loss,
damage or liability (including costs and reasonable attorneys' fees) due to or
arising out of a breach of any representation, warranty or acknowledgment of the
undersigned contained in this Agreement or in the Subscriber Questionnaire which
is incorporated herein for all purposes.
VIII.Survival of Representations and Warranties. All representations and
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warranties contained in this Agreement made in writing by the Subscriber
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the offer, sale and delivery of the Shares.
IX. Notices. Any notice or other communication required or permitted hereunder
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shall be in writing and shall be delivered personally, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid,
to the address of each party set forth herein. Any such notice shall be deemed
given when delivered personally, telegraphed, telexed or sent by facsimile
transmission (transmission confirmed) or, if mailed, five days after the date of
deposit in the United States mails.
X. Miscellaneous.
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A. This Agreement shall be construed in accordance with and governed by
the laws applicable to contracts made and wholly performed in New York
(without giving effect to the conflict-of-law principles of another
jurisdiction).
B. This 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.
C. This Agreement shall, except as otherwise provided herein, inure to the
benefit of and be binding on the Seller and its successors and assigns and
on the Subscriber and his or its respective heirs, executors,
administrators, successors and assigns.
D. This Agreement, when accepted by the Seller, will constitute the entire
agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or
written, except as herein contained. This Agreement may not be modified,
changed, waived or terminated other than by a writing executed by all the
parties hereto. No course of conduct or dealing shall be construed to
modify, amend or otherwise affect any of the provisions hereof.
E. When the context in which words are used in this Agreement indicates
that such is the intent, singular words shall include the plural, and vice
versa, and masculine words shall include the feminine and neuter genders,
and vice versa.
F. Captions are inserted for convenience only, are not a part of this
Agreement, and shall not be used in the interpretation of this Agreement.
G. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not in
any way affect or impair any other provision of this Agreement.
XI. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT SUCH SUBSCRIBER HAS READ THIS
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ENTIRE AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE
AND COMPLETE.
SUBSCRIBER SIGNATURE PAGE
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THE UNDERSIGNED, desiring to subscribe for shares of Common Stock of
equip2move Corporation, a Delaware corporation, as is set forth below,
acknowledges that such Subscriber has received and understands the terms and
conditions of the Subscription Agreement attached hereto and that such
Subscriber does hereby agree to all the terms and conditions contained therein.
IN WITNESS WHEREOF, the undersigned has hereby executed this
Subscription Agreement as of the date set forth below.
(PLEASE PRINT OR TYPE)
Number of shares to be purchased: 300,000
Per share Purchase Price: $0.25
Total Purchase Price: $75,000
(Number of shares multiplied by the price per share.)
Exact name(s) of Subscriber(s): SS# or Taxpayer ID#
____________________________
Signature of Subscriber(s):
By: __________________________________________
Name:
Title:
