EXHIBIT 10.24
MEDSTRONG INTERNATIONAL CORPORATION
SUBSCRIPTION AGREEMENT
August 14, 2006
MedStrong International Corporation
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Gentlemen:
1. Subscription. The undersigned hereby subscribes for the purchase of
Forty Million (40,000,000) shares of Common Stock, par value $.001 per share
(the "Shares"), of Medstrong International Corporation, a Delaware corporation
(the "Corporation"), for a price of $.001 per share.
The undersigned has tendered a check or wire transferred to the
Corporation the amount of $40,000.00 for the Shares purchased hereunder. Such
check or funds and two signed copies of this Subscription Agreement shall be
delivered to the Corporation at its address above, attention: Xxxxxx X. Xxxxx,
Secretary.
The undersigned further agrees that this subscription is and shall be
irrevocable, but the obligations hereunder will terminate if this subscription
is not accepted in full by the Corporation.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE AUTHORITY. 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 OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
2. Representations and Warranties. The undersigned acknowledges,
represents, warrants and agrees as follows:
(a) He or she has reviewed the Corporation's filings under the
Securities Exchange Act of 1934, as amended, and other information and materials
in respect to the Corporation's business and its operations, and makes and
enters into this Subscription Agreement with full knowledge of the terms and
conditions contained herein. The undersigned understands that all documents,
records and books pertaining to this investment have been made available for
inspection by his or her attorney and/or his or her accountant and/or his or her
Purchaser Representative(s), if any, as such term is defined in Regulation D
promulgated under Securities Act of 1933 (the "1933 Act"). The undersigned
and/or his or her advisor(s) have had a reasonable opportunity to ask questions
of and receive answers from the Corporation, or a person or persons acting on
behalf of the Corporation, concerning the Shares, and all such questions have
been answered to the full satisfaction of the undersigned. No oral
representations have been made or oral information furnished to the undersigned
or his or her advisor(s) in connection with the offering of the Shares.
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(b) The undersigned is willing and able to bear the economic
risk of an investment in the Shares in an amount equal to the total subscription
amount. In making this statement, consideration has been given to whether the
undersigned could afford to hold the Shares for an indefinite period and
whether, at this time, the undersigned could afford a complete loss.
(c) The undersigned has adequate means of providing for his or
her current needs and possible personal contingencies, and the undersigned
anticipates no need now or in the foreseeable future to sell the Shares for
which he or she is subscribing. The undersigned's commitment to investments
which are not readily marketable is not disproportionate to his or her net worth
and his or her investment in the Shares will not cause his or her overall
commitment to become excessive.
(d) The undersigned is aware that his or her investment in the
Corporation involves a high degree of risk and that the undersigned could lose
the total amount of his or her investment. The undersigned recognizes that the
Corporation has a limited financial and operating history and has not operated
profitably since inception.
(e) The undersigned is an "accredited" investor as that term
is defined in Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission under the 1933 Act. The undersigned and/or his or her
advisors and/or his or her Purchaser Representative(s) (if applicable) have such
knowledge and experience in financial and business matters that he or she is
capable of evaluating the merits and risks of investment in the Corporation and
of making an informed investment decision with respect thereto. The undersigned
has acknowledged to the Corporation in writing the name and address of any
Purchaser Representative acting on behalf of the undersigned in connection with
evaluating the merits and risks of this proposed investment. Each Purchaser
Representative, if any, has confirmed in writing to the undersigned the specific
details of any and all past, present or future relationships, actual or
contemplated, between himself or herself or his or her affiliates and the
Corporation or any of its affiliates and any compensation received or to be
received as a result of any such relationships.
(f) The Shares are being purchased solely for his or her own account for
investment purposes only and not for the account of any other person and
not for distribution, assignment or resale to others and no other person
has a direct or indirect beneficial interest in such Shares.
(g) The undersigned realizes that he or she may not be able to
sell or dispose of the Shares, as a public market for them may not develop and
agrees not to transfer, sell, or otherwise dispose of the Shares in the absence
of an effective registration statement under the 1933 Act or unless his or her
counsel, whose opinion shall be acceptable to the Corporation, is of the opinion
that the proposed transfer is not in violation of the 1933 Act and applicable
state securities laws (including investor suitability standards).
(h) The undersigned understands that legends will be placed on
any certificates or other documents evidencing the Shares with respect to the
above restrictions on the assignment, resale or other disposition of the same.
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(i) All information which the undersigned has provided to the
Corporation concerning himself or herself, and his or her investor status,
financial position and knowledge and experience in financial and business
matters is correct and complete as of the date set forth above.
(j) The undersigned is a citizen of the
United States of America, and is at least 21 years of age.
3. Indemnification. The undersigned agrees to indemnify and hold
harmless the Corporation and its employees, agents, attorneys and affiliates
from and against all damages, losses, costs and expenses (including attorneys'
fees) which they may incur by reason for the failure of the undersigned to
fulfill any of the terms or conditions of this Agreement, or by reason of any
breach of any of the representations and warranties made by the undersigned
herein or in any document provided by the undersigned to the Corporation.
4. Miscellaneous.
(a) The undersigned agrees not to transfer or assign this
Agreement, or any of the undersigned's interest herein, and further agrees that
the transfer or assignment of the Shares acquired pursuant hereto shall be made
only in accordance with the provisions of all applicable laws.
(b) The undersigned agrees that this Agreement shall survive
death or disability of the undersigned, and subject to the limitation on
transfer contained in (a) above, shall be binding upon the undersigned's heirs,
executors, administrators, successors and assigns.
(c) Notwithstanding any of the representations, warranties,
acknowledgements or agreements made herein by the undersigned, the
undersigned does not hereby or in any other manner waive any rights granted
to the undersigned under Federal or state securities laws.
(d) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties.
(g) This Agreement shall be enforced, governed and construed
in all respects in accordance with the laws of the State of Florida, applicable
to contracts made therein.
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(h) Any dispute, controversy or claim arising out of or in
connection with this Agreement, including any questions regarding its existence,
validity or termination, shall be finally resolved by arbitration by the
American Arbitration Association except as otherwise provided hereafter. Any
such dispute, controversy or claim shall be submitted to a board of arbitrators
composed of three competent disinterested persons, one to be chosen by the
Corporation, one by the undersigned and the third to be selected by the two
arbitrators so chosen. Such arbitration shall take place in Palm Beach County,
Florida. The prevailing party shall be entitled to reimbursement of any and all
fees of the arbitration proceedings. As to any claim for the award of
non-monetary or equitable relief, each party hereby irrevocably submits to the
exclusive jurisdiction of the state courts sitting in the County of Palm Beach,
State of Florida.
The arbitrators may not award non-monetary or equitable relief
of any sort. They shall have no power to award punitive damages or any other
damages not measured by the prevailing party's actual damages, and the parties
expressly waive their right to obtain such damages in arbitration or in any
other forum. In no event, even if any other portion of these provisions is held
to be invalid or unenforceable, shall the arbitrators have power to make an
award or impose a remedy that could not be made or imposed by a court deciding
the matter in the same jurisdiction. No discovery will be permitted in
connection with the arbitration unless it is expressly authorized by the
arbitration panel upon a showing of substantial need by the party seeking
discovery. All aspects of the arbitration shall be treated as confidential.
Neither the parties nor the arbitrators may disclose the existence, content or
results of the arbitration, except as necessary to comply with legal or
regulatory requirements. Before making any such disclosure, a party shall give
written notice to all other parties and shall afford such parties a reasonable
opportunity to protect their interests. The result of the arbitration will be
binding on the parties, and judgment on the arbitrators' award may be entered in
any court having jurisdiction.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this 14th day of August, 2006.
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2. ALL SUBSCRIBERS MUST COMPLETE THE FOLLOWING INFORMATION
40,000,000 (Shares Subscribed) x $.001 per Share = $40,000.00
12. |_| Individual
13. |_| Joint Tenants With Rights of Survivorship
14. |_| Community Property
15. |_| Tenants-in-Common
16. |X| Corporation/Partnership/Limited Liability Company
17. |_| XXX of _________________________
18. |_| Trust (Date opened:_________________)
19. |_| As a Custodian for _____________________ under the Uniform Gift to
Minors Act of the State of _______
20. |_| Married with Separate Property
21. |_| Xxxxx of _______________________
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EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON
-------------------------------------------------
Exact Name in Which Title is to be Held
-------------------------------------------------
(Signature)
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Name (Please Print)
-------------------------------------------------
Residence: Number and Street
-------------------------------------------------
City State Zip Code
-------------------------------------------------
Social Security Number
Accepted this _______ day of July, 2006, on behalf of
MEDSTRONG INTERNATIONAL CORPORATION
By:
--------------------------
Its:
-------------------------
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EXECUTION BY SUBSCRIBER THAT IS A CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, ETC.
SILVER LAKE CAPITAL PARTNERS, INC.
-------------------------------------------------
Exact Name in Which Title is to be Held
By: /s/ Xxxx Xxxxx
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(Signature)
(a) XXXX XXXXX
Name (Please Print)
(b) PRESIDENT
Title of Person Executing Agreement
(c) 000-00 Xx. Xxxxxxx Xxxx. #000
Address: Number and Street
(d) BOCA RATON FLORIDA 33432
City State Zip Code
-----------------------------------
Tax Identification Number
Accepted this 21st day of August, 2006, on behalf of
MEDSTRONG INTERNATIONAL CORPORATION
/s/ Xxxxxx X. Xxxxx
By: ------------------------
Xxxxxx X. Xxxxx
Director/Secretary
Its:------------------------
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