SUBSCRIPTION AGREEMENT
THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE. THERE ARE
FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES DESCRIBED
HEREIN.
THE
ACQUISITION OF THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR
ENTIRE INVESTMENT.
XXX
Consulting, Inc.
0000
Xxxxxxx Xxxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Gentlemen:
The
undersigned understands that XXX Consulting Inc., a Florida corporation (the
“Company”), is offering for sale up to 2,000,000 Shares of its Common Stock,
$.01 par value per share (the “Shares”) at a price of $0.30 per share of common
stock. This offering is made pursuant to a Private Placement Term
Sheet (the "Term Sheet") dated December 11, 2009, as more particularly described
and set forth in therein. The undersigned further understands that
the issuance of the Shares is part of a private offering by the Company (the
“Offering”) that is being made without registration of the Securities under the
Securities Act of 1933, as amended (the “Securities Act”), and is being made
only to “Accredited Investors” (as defined in Rule 501 of Regulation D under the
Securities Act).
Section
1. Subscription. Subject
to the terms and conditions hereof and the provisions of the Term Sheet, the
undersigned hereby irrevocably subscribes the Shares in the amount set forth in
Appendix A, which amount is payable as described in Section 4
hereof. The undersigned acknowledges that the Shares, if issued by
the Company, will be subject to restrictions on transfer as further set forth in
this Subscription Agreement (the “Agreement”).
Section
2. Acceptance of Subscription
and Issuance of Shares. It is understood and agreed that the
Company shall have the sole right, at its complete discretion, to accept or
reject this subscription, in whole or in part, for any reason and that the same
shall be deemed to be accepted by the Company only when it is signed by a duly
authorized officer of the Company and delivered to the undersigned at the
Closing referred to in Section 3 hereof. Subscriptions need not be
accepted in the order received, and the Shares may be allocated among
subscribers. Notwithstanding anything in this Agreement to the
contrary, the Company shall have no obligation to issue the Shares to any person
who is a resident of a jurisdiction in which the issuance of the Shares to him
would constitute a violation of the securities, “blue sky” or other similar laws
of such jurisdiction (collectively referred to as the “State Securities
Laws”).
Section
3. The
Closing. Promptly after receiving the subscriptions for the
minimum number of Shares as set forth in the Term Sheet, the closings of the
issuance of the Shares (the “Closing”) shall take place at the offices of XXX
Consulting, Inc. or at such other time and place as the Company shall designate
by notice to the undersigned.
Section
4. Payment for
Shares. Payment for the Shares shall be sent to Continental
Stock Transfer and Trust Company, the escrow agent, by the undersigned in the
form of cashier’s check or wire transfer of immediately available funds at or
prior to the Closing, in an amount as set forth in Appendix A
hereto. New Castle shall cause the Company and/or its Transfer Agent
to deliver the Shares, issued by the Company, to the undersigned at the
Closing.
Section
5. Representations, Warranties
and Covenants of the Undersigned. The undersigned hereby
represents and warrants to and covenants with the Company and each officer,
director, and agent of the Company that:
5.1 General.
(a) The
undersigned has all requisite authority to enter into this Agreement and to
perform all the obligations required to be performed by the undersigned
hereunder.
(b) The
undersigned is a resident of the state set forth on the signature page hereto
and is not acquiring an interest in the Shares as an agent or otherwise for any
other person.
5.2 Information Concerning the
Company.
(a) The
undersigned has received a copy of the Term Sheet. The undersigned
has not received any other offering literature and has relied solely only upon
the information contained within the Term Sheet deciding whether to subscribe to
the Shares.
(b) The
undersigned is aware that the Company has a limited operating history and is
familiar with the business and financial condition, properties, operations and
prospects of the Company, all as generally described in the Term
Sheet. The undersigned has been given the opportunity to obtain any
information necessary to verify the accuracy of the information set forth in the
Term Sheet and has been furnished all such information so requested.
(c) The
undersigned understands that, unless he notifies the Company in writing to the
contrary at or before the Closing, all the undersigned’s representations,
warranties and acknowledgements contained in this Agreement will be deemed to
have been reaffirmed and confirmed as of the Closing, taking into account all
information received by the undersigned.
(d) The
undersigned understands that the investment in the Company through the Shares
involves various risks as outlined in the Term Sheet and this
Agreement.
(e) The
undersigned understands that no federal or state agency has passed upon the
Shares or made any finding or determination concerning the fairness or
advisability of this investment.
(f) The undersigned acknowledges that neither the Company
nor any other person offered to sell the Shares to it by means of any form of
general advertising, such as media advertising or
seminars.
(g) The undersigned acknowledges that the Company has the
right, in its sole and absolute discretion, to abandon this Offering at any time
prior to the Closing and to return the previously paid subscription amount as
set forth in Appendix A hereto without interest or penalty thereon, to the
undersigned.
(h) The undersigned has not used any person as a “Purchaser
Representative” with the meaning of Regulation D of the Securities Act to
represent it in determining whether it should purchase the
shares.
(i)
The
undersigned has sufficient knowledge and experience in financial, business and
commercial matters to be capable of evaluating the merits and risks of an
investment in the Company and making an informed investment decision with
respect thereto. In this regard, the undersigned is not acquiring the
Shares based upon any representation, oral or written, by any person with
respect to the future value of, or income from, the Shares but rather upon the
undersigned's examination and judgment as to the prospects of the
Company.
(j)
The undersigned has
consulted with the undersigned’s attorney, financial advisors and others
regarding all financial, securities and tax aspects of the proposed investment,
and that said advisors have reviewed this agreement, the Term Sheet and all
documents relating thereto on the undersigned’s behalf.
5.3 Status of
Undersigned.
(a) The
undersigned has such knowledge, skill and experience in business, financial and
investment matters so that he is capable of evaluating the merits and risks of
an investment in the Company through the Shares.
(b) The
undersigned is an “Accredited Investor” as defined in Rule 501(a) under the
Securities Act. The undersigned agrees to furnish any additional
information requested to assure compliance with applicable federal and state
securities laws in connection with the issued of the Shares. The
undersigned acknowledges that he has completed the Accredited Investor
Certificate contained in Appendix B and that the information contained therein
is complete and accurate as of the date thereof and is hereby affirmed as of the
date hereof.
5.4 Restrictions on Transfer or
Sale of
Securities.
(a) The
undersigned is being issued the Shares (the securities represented thereby being
referred to herein as the “Securities”) solely for his own beneficial account,
for investment purposes, and not with a view to, or for, resale in connection
with any distribution of the Securities. The undersigned understands
that the Securities have not been registered under the Securities Act or any
State Securities Laws by reason of specific exemptions under the provisions
thereof which depend in part upon the investment intent of the undersigned and
of the other representations made by the undersigned in this
Agreement. The undersigned understands that the Company is relying
upon the representations and agreements contained in this Agreement (and any
supplemental information) for the purpose of determining whether this
transaction meets the requirements for such exemptions.
(b) The
undersigned understands that the Securities are “restricted securities” under
applicable federal securities laws and that the Securities Act and the rules of
the Securities and Exchange Commission (the “Commission”) provide in substance
that the undersigned may dispose of the Securities only pursuant to an effective
registration statement under the Securities Act or an exemption therefrom, and
the undersigned understands that the Company has no obligation or intention to
register the Securities, except for certain registration rights as set forth in
Section 8 below, or to take action so as to assist sales pursuant to the
Securities Act (including Rule 144 thereunder). Accordingly, the
undersigned understands that under the Commission’s rules, the undersigned may
dispose of the Securities principally only in “private transactions” which are
exempt from registration under the Securities Act, in which event the transferee
will acquire “restricted securities” subject to the same limitations as in the
hands of the undersigned. As a consequence, the undersigned
understands that he must bear the economic risks of the investment in the
Securities for an indefinite period of time.
(c) The
undersigned understands that there is no public market for the Shares (prior to
registration) and a limited public market exists for the Common Stock of the
Company and a more significant public market may never develop.
(d) The
undersigned agrees: (A) that he will not sell, assign, pledge, give,
transfer or otherwise dispose of the Shares or any interest therein, or make any
offer or attempt to do any of the foregoing, except pursuant to a registration
of the Shares, as applicable, under the Securities Act and all applicable State
Securities Laws or in a transaction which is exempt from the registration
provisions of the Securities Act and all applicable State Securities Laws; (B)
that the certificate(s) for the Shares may bear a legend making reference to the
foregoing restrictions; and (C) that the Company and any transfer agent for the
Shares shall not be required to give effect to any purported transfer of such
shares except upon compliance with the foregoing restrictions.
(e) The
undersigned has not offered or sold any portion of the Shares with others nor
has entered into an agreement reselling or otherwise disposing of any portion of
the Shares.
Section
6.
Conditions to
Obligations of the Undersigned and the Company. The
obligations of the undersigned to purchase and pay for that portion of the
Shares specified in Appendix A hereto and of the Company to issue the Shares are
subject to the satisfaction at or prior to the Closing of the following
conditions precedent: (i) the representations and warranties of the
undersigned contained in Section 5 hereof, shall be true and correct on and as
of the Closing in all respects with the same effect as though such
representations and warranties had been made on and as of the Closing; and (ii)
the undersigned shall complete, execute and deliver this Agreement and all
documents contemplated hereby and provided for herein.
Section
7. Legend. Any
certificate for the Shares, if issued, will be imprinted with a legend in
substantially the following form:
“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE
ISSUER OR HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
ACCEPTABLE TO THE ISSUER, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.”
Section
8. Registration
Rights.
8.1 Registration;
Definitions.
(a) The
Company anticipates that within thirty (30) days following the
consummation of the transactions contemplated by this Term Sheet, the Company
will use its best efforts to undertake to begin the preparation of a
registration statement (the “Registration Statement”) necessary
to (i) register Registrable Securities (as such term is defined
below) in connection with the raising of an additional Three Million Dollars
($3,000,000) by the Company and (ii) registration of the Shares and other
securities issued in connection with this Offering. The Registration
Statement required hereunder shall be on Form S-1 (or another appropriate form
in accordance herewith). Subject to the terms of this Agreement, the
Company shall use its best reasonable efforts to cause the Registration
Statement to be filed within sixty (60) days the closing of the Offering and to
be declared effective under the Securities Act as promptly as possible after the
filing thereof and in any event within 180 days of the date of filing (the
“Relevant Effective Date”), and shall use its commercially reasonable efforts to
keep the Registration Statement continuously effective under the Securities Act
until the date when all Registrable Securities covered by the Registration
Statement have been sold or may be sold without restrictions pursuant to Rule
144 as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s transfer agent
and the affected Holders (the “Effectiveness Period”). The Company
shall file up to one (1) additional registration statement on Form S-1 (or
another appropriate form in accordance herewith) and use its commercially
reasonable efforts to cause such registration statement, if any, to be declared
effective under the Securities Act as promptly as possible to cover any
additional Registrable Securities, including any shares of the Company’s common
stock issuable under the Placement Warrant and to cover any shares issuable upon
payment of dividends in shares of Common Stock. If the Company is obligated to
make, and does make, an Additional Registration pursuant to Section 8.3, the
Company shall include any additional Registrable Securities in the Additional
Registration (subject to any Cutback restriction as described in Section 8.3).
In no event shall the Company be obligated to make more than one Additional
Registration, whether pursuant to this Section 8.1 (a), Section 8.3 or any other
provision of this Agreement
(b) The
term “Registrable Securities” shall mean the Shares; provided, however, that
securities shall only be treated as Registrable Securities if and only for so
long as they (i) have not been sold (A) pursuant to a registration statement;
(B) to or through a broker, dealer or underwriter in a public distribution or a
public securities transaction; and/or (C) in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions and restrictive legends
with respect thereto, if any, are removed upon the consummation of such sale;
(ii) are not held by a Holder or a permitted transferee; and (iii) are not
eligible for sale pursuant to Rule 144 (or any successor thereto) under the
Securities Act.
(c) The
term “Holder” shall mean any person owning or having the right to acquire
Registrable Securities or any permitted transferee of a Holder.
8.2 Remedies. In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.
8.3 Cutback. In
connection with filing the Registration Statement pursuant to Section 8.1
hereof, if the Commission limits the amount of Registrable Securities to be
registered for resale pursuant to Rule 415 under the Securities Act or otherwise
(a “Cutback”), then the Company shall be entitled to exclude such disallowed
Registrable Securities on a pro rata basis among the Holders thereof. If such a
Cutback occurs, then the Company shall include such disallowed Registrable
Securities in the Additional Registration of filed in accordance with Section
8.1 (a). If the Company is not obligated under Section 8.1 (a) to file an
Additional Registration within 180 days of the Relevant Effective Date, then,
upon request of the Holders of a majority of the shares subject to the Cutback,
the Company shall initiate the Additional Registration for such disallowed
Registrable Securities in the manner contemplated by Section
8.1(a). In no event shall the Company be obligated to make more than
one Additional Registration, whether pursuant to this Section 8.3, Section
8.1(a) or any other provision of this
Agreement.
8.4 Waivers. With
the written consent of the Company and the Holders holding at least a majority
of the Registrable Securities that are then outstanding, any provision of this
Section 8 may be waived (either generally or in a particular instance, either
retroactively or prospectively and either for a specified period of time or
indefinitely) or amended. Upon the effectuation of each such waiver
or amendment, the Company shall promptly give written notice thereof to the
Holders, if any, who have not previously received notice thereof or consented
thereto in writing.
Section
9.
Waiver;
Amendment. Neither this Agreement nor any provisions hereof
shall be modified, amended, discharged or terminated except by an instrument in
writing, signed by the party against whom any modification, amendment, discharge
or termination is sought. Any term or condition of this Agreement may
be waived at any time by the party that is entitled to the benefit thereof, but
no such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this
Agreement, in any one or more instances, shall be deemed to be or construed as a
waiver of the same on any other term or condition of this Agreement on any
future occasion. All remedies, either under this Agreement or by law
or otherwise afforded, will be cumulative and not alternative.
Section
10.
Assignability. Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by either the Company (except to a
subsidiary or parent entity of the Company) or the undersigned without the prior
written consent of the other party.
Section
11.
GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED, AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER DETERMINED, IN ACCORDANCE WITH AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (AS PERMITTED BY SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SIMILAR SUCCESSOR PROVISION))
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF NEW
YORK TO THE RIGHTS AND DUTIES OF THE PARTIES; PROVIDED, HOWEVER, THAT ALL LAWS
PERTAINING OR RELATING TO CORPORATE GOVERNANCE OF THE COMPANY SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF
DELAWARE TO THE CORPORATE GOVERNANCE OF THE COMPANY.
Section
12.
Section and Other
Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
Section
13.
Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
together shall be deemed to be one and the same agreement.
Section
14.
Notices. All
notices and other communications provided for herein shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage
prepaid:
14.1 If
to the Company, to it at the following address:
XXX
Consulting, Inc.
0000
Xxxxxxx Xxxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxxxxx
President
14.2 If
to the undersigned, to him at the address set forth on the signature page
hereto; or at such other address as either party shall have specified by notice
in writing to the other.
Section
15.
Binding
Effect. The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
Section
16.
Survival. All
representations, warranties and covenants contained in this Agreement shall
survive (i) the acceptance of the subscription by the Company, (ii) changes in
the transactions, documents and instruments described in the Term Sheet which
are not material or which are to the benefit of the undersigned, and (iii) the
death or disability of the undersigned.
Section
17.
Notification of
Changes. The undersigned hereby covenants and agrees to notify
the Company upon the occurrence of any event prior to the Closing pursuant to
this Agreement which would cause any representation, warranty, or covenant of
the undersigned contained in this Agreement to be false or
incorrect.
Section
18.
Entire
Agreement. This Agreement, including Appendix A attached
hereto, supersede all prior discussions and agreements among the parties hereto
with respect to the subject matter hereof and thereof and contain the sole and
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.
Section
19.
Expenses;
Attorneys Fees. Except as otherwise expressly set forth
herein, each party shall pay all expenses incurred by it or on its behalf in
connection with this Agreement or any transaction contemplated
hereby.
Section
20.
Further
Assurances. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
Section
21.
Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provisions shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
[The
remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the undersigned has executed this Agreement
this day of _____________, 2009.
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Signature
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_____________________________________
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Print
Name
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_____________________________________
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Number
and Street
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_____________________________________
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City,
State and Zip
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_____________________________________
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Subscriber’s
Social Security
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or
Tax Identification Number
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_____________________________________
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Signature
of Co-owner if applicable
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If
Joint Ownership, check one (all parties must sign
above):
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(
) Joint Tenants with
Right
of Survivorship
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(
) Tenants in Common
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(
) Community Property
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If
Fiduciary or Corporation, check one:
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(
) Trust
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(
) Estate
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(
) Power of Attorney
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(
) Corporation
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CONSIDERATION
TO BE DELIVERED
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Shares of Common Stock
to be Acquired
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Amount to be
Paid
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Number of Shares of
Common Stock
At $0.30 per
share:
______________
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$_______________
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Accepted
by the Company;
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By:_________________________________
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Name:_______________________________
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Title:________________________________
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Accepted
as of ___________________, 2009
APPENDIX
A
ACCREDITED
INVESTOR CERTIFICATE
The
undersigned Investor hereby certifies that at the Closing (as such term is
defined in the Subscription Agreement of which this Appendix B is a part
thereof) he is an Accredited Investor as that term is defined in Regulation D
adopted pursuant to the Securities Act of 1933, as amended (the
“Act”). The specific category(s) of Accredited Investor applicable to
the undersigned is checked below.
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a. An
individual whose individual net worth, or joint net worth with that
individual’s spouse, at the time of his purchase exceeds $1,000,000
(including the value of homes, home furnishings and personal
automobiles);
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b. An
individual who had an individual income in excess of $200,000 in 2007 and
2008 or joint income with that individual’s spouse in excess of $300,000
in each of those years and who reasonably expects to reach the same income
level in 2009. For purposes of this offering, individual income
shall equal adjusted gross income, as reported in the investor’s federal
income tax return, less any income attributable to a spouse or to property
owned by the spouse, and as may be further adjusted in accordance with the
rules, regulations, and releases of the
Commission;
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c. A
bank as defined in Section 3(a)(2) of the Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Act, whether acting in its individual or fiduciary capacity; a broker
dealer registered pursuant to Section 15 of the Securities Exchange Act of
1934; an insurance company as defined in Section 2(13) of the Act; an
investment company registered under the Investment Company Act of 1940
(the “1940 Act”) or a business development company as defined in Section
2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; or an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act of
1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of ERISA, which is either a bank, savings and
loan association, insurance company or registered investment adviser, or
if the employee benefit plan has total assets in excess of $5,000,000 or
if a self-directed plan, with investment decisions made solely by persons
that are accredited investors;
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d. A
private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of
1940;
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e. An
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the Shares, with total assets
in excess of $5,000,000;
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f. An
individual who is a director, executive officer, or general partner of the
Company, or a director, executive officer, or general partner of a general
partner of the Company; or
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g. An
entity in which all of the equity owners are Accredited Investors as
defined above.
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IN
WITNESS WHEREOF, the undersigned has executed this Accredited Investor
Certificate this day of _______________, 2009.
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Signature
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_____________________________________
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Print
Name
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