EXHIBIT 6.(C)
UNIT PURCHASE AGREEMENT
UNIT PURCHASE AGREEMENT made as of the Closing Date as set forth hereunder
between and among UNITED NETWORK MARKETING SERVICES, INC., a Delaware
corporation with its principal place of business at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Company"), and the purchaser named on Schedule A of
this Agreement (the "Purchaser").
P R E A M B L E
A. Purchaser has agreed to purchase one or more Units being offered by the
Company, each Unit consisting of $25,000 principal amount of the Company's 11%
Promissory Notes ("Notes") and 250,000 Common Stock Purchase Warrants of the
Company ("Warrants"). The Notes are payable in full on May 31, 2002, with
interest payable semi-annually commencing on May 31, 2001. The Warrants have an
exercise price of $.10 per share and expire on December 31, 2005.
B. The parties desire to memorialize their understanding regarding the
purchase of Units in a written document.
NOW THEREFORE, in consideration of the mutual promises herein contained and
other good and valuable consideration the receipt and sufficiency of which is
hereby contained, the parties agree as follows:
1. (a) Purchaser, in reliance upon the representations, warranties and
agreements hereinafter made by the Company, hereby purchases from the Company
the number of Units set forth after such Purchaser's name on Schedule A to this
Agreement. The purchase price for each Unit (the "Purchase Price") is $25,000,
payable in full on or before November 30, 2000.
(b) Upon execution and delivery of this Agreement by Purchaser and the
Company, and the Company's receipt of the full Purchase Price from Purchaser,
the Company shall deliver to Purchaser (i) a Note in the form attached hereto as
Exhibit A, and (ii) Warrants in the form attached hereto as Exhibit B for the
aggregate amount of Warrants purchased by Purchaser as set forth in Schedule A.
The purchase price for the Unit(s) purchased hereunder is payable in full on or
before November 30, 2000.
2. The parties acknowledge that:
(a) The Company is offering up to five (5)
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Units in this offering - up to $125,000 principal amount of Notes and up to
1,250,000 Warrants. The offering will be terminated on the earlier to occur of
November 30, 2000 or the sale of all five (5) Units.
(b) A portion of the purchase price of the Units is allocable to the fair
market value of the Warrant. Consequently, the Notes may be deemed to have been
purchased at a discount from its face amount and such discount may be treated as
an original issue discount for tax purposes.
(c) The Company makes no representation or warranty with respect to any
projections related to its business operations. The Purchaser acknowledges that
he has not and will not rely upon any such projections in connection with his
purchase of the Units.
3. The Company represents and warrants as follows:
(a) It is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware, its state of incorporation.
(b) The execution, delivery and performance by the Company of the Unit
Purchase Agreement, Notes, and Warrants are within the Company's corporate
powers, have been duly authorized by all necessary corporate action, do not
contravene
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(A) the Company's Certificate of Incorporation or By-laws or (B) any law or any
contractual restriction binding on or affecting the Company, and do not result
in or require the creation of any lien, security interest or other charge or
encumbrance (other than pursuant hereto) upon or with respect to any of its
properties.
(c) Except with respect to Blue Sky requirements and filing of Schedule D,
no authorization or approval or filing of, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution,
delivery and performance by the Company of this Agreement.
(d) The Unit Purchase Agreement, the Notes and the Warrants are the legal,
valid and binding obligations of the Company, enforceable against Company in
accordance with its terms, except as enforceability may be limited by general
principles of equity and by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally.
(e) There is no pending or, to the knowledge of the Company, threatened
action or proceeding affecting the Company before any court, governmental agency
or arbitrator,
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which may materially adversely affect the financial condition or results of
operations of the Company.
4. The Purchaser hereby represents and warrants to Company as follows:
(a) He is an "accredited investor" as defined in Regulation D promulgated
by the Securities and Exchange Commission pursuant to the Securities Act of 1933
(the "Act") on the basis in Schedule A.
(b) the address set forth in this Agreement is his true and correct
residence, and he has no present intention of becoming a resident of any other
jurisdiction.
(c) He has had an opportunity to ask questions of and receive answers from
the management of the Company, or a person or persons acting on the Company's
behalf, concerning the Company and the terms and conditions of the purchase of
the Units.
(d) He understands that the Notes and the Warrants (and the securities
underlying the Warrants) being delivered to evidence the Units have not been
registered under the Act or any state securities act in reliance on an exemption
for limited offerings, and he further understands that he is purchasing the
Units without being furnished any offering
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literature or prospectus other than the Memorandum (which is a draft and subject
to completion) which is being delivered herewith.
(e) The Units which he is purchasing are being acquired solely for his own
account, for investment, and are not being purchased with a view to or for the
resale, distribution, subdivision, or fractionalization thereof; he has no
present plans to enter into any such contract, undertaking, agreement, or
arrangements.
(f) He (i) has adequate means of meeting his current financial needs and
possible contingencies; (ii) has no need for liquidity in the investment; and
(iii) at the present time can afford a complete loss of such investment.
(g) He has such knowledge and experience in financial, tax and business
matters to enable him to utilize the information made available to him in
connection with the purchase of the Units, to evaluate the merits and risks of
the prospective investment and to make an informed investment decision with
respect thereto.
(h) If the Purchaser is a corporation, trust or partnership, the officer,
trustee or partner executing this Agreement represents and warrants that he is
authorized to so
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sign; and that this Agreement is valid and binding and enforceable as to the
corporation, trust or partnership. In the case of a partnership, the undersigned
understandings that the representations, agreements and understandings herein
apply to each partner.
5. All notices required to be given under the terms of this Agreement or
which any of the parties may desire to give hereunder shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid,
addressed as set forth herein or to such other address or addresses and to the
attention of such other person or persons as a party may from time to time
designate in writing by notice similarly given. All notices and other
communications shall be effective when personally delivered or, if sent by mail,
when received.
6. This Agreement may be modified only by a writing signed by the Company
and the Purchaser. All waivers and consents hereunder must be in writing and
shall constitute a waiver or consent only as to the matter of the writing and
not as to any other similar matters.
7. This Agreement, together with the Warrants and the Notes, represents the
entire understanding between the parties with respect to the subject matter
hereof and shall not be
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modified or affected by any offer, proposal, statement or representation, oral
or written, made by or for any party in connection with the negotiation of the
terms hereof. There are no representations, promises, warranties, covenants,
undertakings or assurances (express or implied) other than those expressly set
forth or provided for herein and in the other documents referred to herein.
8. This Agreement shall be construed in accordance with New York law.
9. This Agreement may be executed in any number of counterparts each of
which shall be considered an original but all of which shall constitute one
agreement.
10. Should any term, provision or clause hereof, or of any other agreement
or document which is required by this Agreement, be held to be invalid, such
invalidity shall not affect any other provisions or clauses hereof or thereof
which can ve given effect without such invalid provision, all of which shall
remain in full force and effect.
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SCHEDULE A
PURCHASER INFORMATION AND SIGNATURE PAGE
11. (a) Subject to the terms and conditions of the Agreement, the Purchaser
hereby proposes to purchase from the Company Notes in the aggregate principal
amount of $__________ and ______ Warrants at an aggregate purchase price of
$_________.
(b) Set forth below is the correct name, residence address and Social
Security Number of the Purchaser:
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Name
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Address
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Social Security Number
(c) The Purchaser has delivered to the Company herewith a properly executed
Form W-9.
(d) The Purchase understands that to qualify as an Accredited Investor, he
must meet one or more of the following tests:
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(i) The $1,000,000 Net Worth Test. This test is applicable only to
individuals. In order to qualify under this test, my net worth or my joint
net worth with my spouse, if any, in each case inclusive of home, furniture
and automobiles, must be in excess of $1,000,000.
(ii) The Income Test. This test is applicable only to individuals. In
order to qualify under this test I must have had income in excess of
$200,000 or, together with my spouse, $300,000, in each of the last two
years and must reasonably expect income of that same level in the current
year. Income under this test is defined as adjusted gross income for
federal income tax purposes plus (1) deductions for depletion under ss.611
et seq. of the Internal Revenue Code of 1986 ("Code"); (2) any exclusion
for interest under Code ss.103; and (3) any losses of a Company allocated
to the individual limited partners of the Company as reported on Schedule E
of Form 1040.
(iii) The Entity Test. In order to qualify under this test, which is
applicable only to corporations, companies, trusts or other entities,
either (i) each equity owner in such entity must himself be an accredited
investor or (ii) the entity must have total assets in excess of $5,000,000
and not be formed for the purpose of acquiring these securities.
(iv) The Trust Test. This test is applicable only to trusts. In order
to qualify, the trust must not be formed for the specific purpose of
acquiring the securities offered and must have total assets in excess of $5
million and whose purchases are directed by a sophisticated person as
defined in Rule 506(b)(2)(ii) under Regulation D under the Securities Act
of 1933.
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The undersigned Purchaser indicates below whether he qualifies as an
Accredited Investor under one of the tests described above.
Yes ___________________
No ____________________
If Yes, Purchaser represents and warrants that he qualifies as an
Accredited Investor under the following test:
(a) The $1,000,000
Net Worth Test ____________
(b) The Income Test ____________
(c) The Entity Test ____________
(d) The Trust Test ____________
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Purchaser Signature
ACCEPTED AND AGREED
AS OF THE CLOSING DATE:
UNITED NETWORK MARKETING SERVICES, INC.
By:____________________________________
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