SECURITIES PURCHASE AGREEMENT
THIS SECURITIES
PURCHASE AGREEMENT
(this
“Agreement”), dated as of September 24, 2007, is entered into by and among
UFood
Franchise Company (f/k/a
Axxent Media Corporation), a Nevada corporation (the “Company”), and the
Buyer(s) set forth on the signature pages affixed hereto (individually, a
“Buyer” or collectively “Buyers”).
WITNESSETH:
WHEREAS,
the
Company and the Buyer(s) are executing and delivering this Agreement in reliance
upon an exemption from securities registration pursuant to Section 4(2) and/or
Rule 506 of Regulation D (“Regulation D”) and/or Regulation S (“Regulation
S”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities
Act”);
WHEREAS,
the
parties desire that, upon the terms and subject to the conditions contained
herein, and as further described in the Transmittal Letter dated August 24,
2007
(the “Transmittal Letter”), the Company shall sell to the Buyers, as provided
herein, and the Buyers shall purchase a minimum (the “Minimum”) of One Million
Dollars ($1,000,000) (the “Minimum Purchase Price”) and a maximum (the
“Maximum”) of up to Two Million Dollars ($2,000,000) (the “Maximum Purchase
Price” and, collectively with the Minimum Purchase Price, the “Purchase Price”)
principal amount of Convertible Promissory Notes (the “Convertible Notes”),
which shall become convertible into units (“Units”) of the Company’s securities
at a conversion price of $0.50 per Unit. Each Unit shall consist of one share
of
the Company’s common stock, par value $0.001 (the “Common Stock”) (as converted,
the “Conversion Shares”) and fifty percent (50%) of one common stock purchase
warrant (“Warrants”), exercisable per whole Warrant at a price of $1.25 per
share. The total Purchase Price shall be allocated among the Buyer(s) in the
respective amounts set forth on the Buyer Counterpart Signature Page(s), affixed
hereto (the “Subscription Amount”);
WHEREAS,
all
of
the total principal amount of the Convertible Notes, subject to the deduction
of
any and all fees and expenses, shall be utilized by the Company to make a loan
(the “Bridge Loan”) to KnowFat Franchise Company, Inc. (collectively with its
subsidiaries, “UFood”);
WHEREAS,
the
Company (i) is currently negotiating a reverse triangular merger with UFood
(the
“Merger”) and (ii) intends to conduct a private placement offering (the “PPO”)
of its Units to close simultaneously with the closing of the Merger;
WHEREAS,
in
anticipation of the Merger and the PPO, the Company has (i) changed its name
to
“UFood Franchise Company”, (ii) increased its authorized capital stock (the
“Recapitalization”) to 300,000,000 shares of Common Stock and 10,000,000 shares
of preferred stock, $0.001 par value per share (“Preferred Stock”), and (iii)
conducted a one and one-half for one forward stock split (the “Stock Split”) in
the form of a stock dividend;
WHEREAS,
the
Convertible Notes shall be automatically converted into Units simultaneously
with the closing of the Merger and the PPO (the Merger, the PPO, the Stock
Split
and the transactions contemplated thereby are sometimes hereinafter referred
to
as the “Transactions”); and
WHEREAS,
the
aggregate proceeds of the sale of the Convertible Notes shall be held in escrow
pursuant to the terms of an escrow agreement substantially in the form of the
Escrow Agreement among the Company, the Buyer(s), the Placement Agent (as
hereinafter defined) and the Escrow Agent (as defined below) (the “Escrow
Agreement”).
NOW,
THEREFORE,
in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Buyer(s) hereby agree as follows:
1. PURCHASE
AND SALE OF CONVERTIBLE NOTES.
(a) Purchase
of Convertible Notes.
Subject
to the satisfaction (or waiver) of the terms and conditions of this Agreement,
each Buyer agrees, severally and not jointly, to purchase at Closing (as defined
herein below) and the Company agrees to sell and issue to each Buyer, severally
and not jointly, at Closing, Convertible Notes in amounts set forth on the
signature pages affixed hereto. Upon execution of this Agreement on the Buyer
Counterpart Signature Page, attached hereto as Annex A, and completion of the
Accredited Investor Certification, the Investor Profile, and if applicable,
the
Wire Transfer Authorization (each attached hereto) by a Buyer, the Buyer shall
wire transfer the Subscription Amount set forth on the signature pages affixed
hereto in same-day funds set forth immediately below, which Subscription Amount
shall be held in escrow pursuant to the terms of the Escrow Agreement and
disbursed in accordance therewith.
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Wire
Instructions
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Bank:
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Signature
Bank
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000
Xxxxxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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ABA#:
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000000000
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S.W.I.F.T.
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signus33
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Account
Name:
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Signature
Bank, as Escrow Agent for UFood Franchise
Company
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Account#:
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1500
974482
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FBO:
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Buyer
Name
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Social
Security Number
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Address
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(b) Closing
Date.
The
initial closing of the purchase and sale of the Convertible Notes (the
“Closing”) shall take place at 10:00 a.m. Eastern Standard Time on or before the
fifth (5th)
business day following the receipt into escrow of acceptable subscriptions
for
at least the Minimum, subject to notification of satisfaction of the conditions
to the Closing set forth herein and in Sections 7 and 8 below (or such later
date as is mutually agreed to by the Company and the Buyer(s)). There may be
multiple Closings until such time as subscriptions for the Maximum are accepted
(the date of any such Closing is hereinafter referred to as a “Closing Date”).
The Closing shall occur on the Closing Date at the offices of the Placement
Agent, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as
is
mutually agreed to by the Company and the Buyer(s)).
2
(c) Escrow
Arrangements; Form of Payment.
Upon
execution hereof by the Buyer and pending the Closing, the Purchase Price shall
be deposited in a non-interest bearing escrow account with Signature Bank as
escrow agent (the “Escrow Agent”), pursuant to the terms of the Escrow
Agreement. Subject to the satisfaction of the terms and conditions of this
Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the
Company in accordance with the terms of the Escrow Agreement the Purchase Price
for the Convertible Notes to be issued and sold to the Buyer(s) on such Closing
Date, and (ii) the Company shall deliver to the Buyer(s), the Convertible Note,
duly executed on behalf of the Company.
2. BUYER’S
REPRESENTATIONS AND WARRANTIES.
Each
Buyer represents and warrants, severally and not jointly, as to such Buyer,
that:
(a) Investment
Purpose.
Each
Buyer is acquiring the Convertible Notes, and, upon conversion of Convertible
Notes, the Buyer will acquire the Conversion Shares, the Warrants and/or the
shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”), for its own account for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof,
except pursuant to sales registered or exempted under the Securities Act;
provided, however, that by making the representations herein, such Buyer
reserves the right to dispose of the Conversion Shares, the Warrants and the
Warrant Shares at any time in accordance with or pursuant to an effective
registration statement covering such Conversion Shares, the Warrants and the
Warrant Shares or an available exemption under the Securities Act. The Buyer
agrees not to sell, hypothecate or otherwise transfer the Buyer’s securities
unless such securities are registered under the federal and applicable state
securities laws or unless, in the opinion of counsel satisfactory to the
Company, an exemption from such law is available.
(b) Residence
of Buyer.
Each
Buyer resides in the jurisdiction set forth on the signature pages affixed
hereto.
(c) Non-US
Person.
If a
Buyer is not a person in the United States or a U.S. Person (as defined in
Rule
902(k) of Regulation S) or is not purchasing the Convertible Notes on behalf
of
a person in the United States or a U.S. Person:
(i) neither
the Buyer nor any disclosed principal is a U.S. Person nor are they subscribing
for the Convertible Notes for the account of a U.S. Person or for resale in
the
United States and the Buyer confirms that the Convertible Notes have not been
offered to the Buyer in the United States and that this Agreement has not been
signed in the United States;
(ii) the
Buyer
acknowledges that the Convertible Notes have not been registered under the
Securities Act and may not be offered or sold in the United States or to a
U.S.
Person unless the securities are registered under the U.S. Securities Act and
all applicable state securities laws or an exemption from such registration
requirements is available, and further agrees that hedging transactions
involving such securities may not be conducted unless in compliance with the
U.S. Securities Act;
3
(iii) the
Buyer
and if applicable, the disclosed principal for whom the Buyer is acting,
understands that the Company is the seller of the Convertible Notes and
underlying securities and that, for purposes of Regulation S, a “distributor” is
any underwriter, dealer or other person who participates pursuant to a
contractual arrangement in the distribution of securities sold in reliance
on
Regulation S and that an “affiliate” is any partner, officer, director or any
person directly or indirectly controlling, controlled by or under common control
with any person in question. Except as otherwise permitted by Regulation S,
the
Buyer and if applicable, the disclosed principal for whom the Buyer is acting,
agrees that it will not, during a one year distribution compliance period,
act
as a distributor, either directly or through any affiliate, or sell, transfer,
hypothecate or otherwise convey the Convertible Notes or underlying securities
other than to a non-U.S. Person;
(iv) the
Buyer
and if applicable, the disclosed principal for whom the Buyer is acting,
acknowledges and understands that in the event the Convertible Notes are
offered, sold or otherwise transferred by the Buyer or if applicable, the
disclosed principal for whom the Buyer is acting, to a non-U.S Person prior
to
the expiration of a one year distribution compliance period, the purchaser
or
transferee must agree not to resell such securities except in accordance with
the provisions of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration; and must further
agree not to engage in hedging transactions with regard to such securities
unless in compliance with the Securities Act; and
(v) neither
the Buyer nor any disclosed principal will offer, sell or otherwise dispose
of
the Convertible Notes or the underlying securities in the United States or
to a
U.S. Person unless (A) the Company has consented to such offer, sale or
disposition and such offer, sale or disposition is made in accordance with
an
exemption from the registration requirements under the Securities Act and the
securities laws of all applicable states of the United States or (B) the SEC
has
declared effective a registration statement in respect of such
securities.
(d) Accredited
Investor Status.
The
Buyer meets the requirements of at least one of the suitability standards for
an
“Accredited
Investor”
as
that
term is defined in Rule 501(a)(3) of Regulation D, and as set forth on the
Accredited Investor Certification attached hereto.
(e) Accredited
Investor Qualifications.
The
Buyer (i) if a natural person, represents that the Buyer has reached the age
of
21 and has full power and authority to execute and deliver this Agreement and
all other related agreements or certificates and to carry out the provisions
hereof and thereof; (ii) if a corporation, partnership, or limited liability
company or partnership, or association, joint stock company, trust,
unincorporated organization or other entity, represents that such entity was
not
formed for the specific purpose of acquiring the Convertible Notes, such entity
is duly organized, validly existing and in good standing under the laws of
the
state of its organization, the consummation of the transactions contemplated
hereby is authorized by, and will not result in a violation of state law or
its
charter or other organizational documents, such entity has full power and
authority to execute and deliver this Agreement and all other related agreements
or certificates and to carry out the provisions hereof and thereof and to
purchase and hold the Convertible Notes, the execution and delivery of this
Agreement has been duly authorized by all necessary action, this Agreement
has
been duly executed and delivered on behalf of such entity and is a legal, valid
and binding obligation of such entity; or (iii) if executing this Agreement
in a
representative or fiduciary capacity, represents that it has full power and
authority to execute and deliver this Agreement in such capacity and on behalf
of the subscribing individual, xxxx, partnership, trust, estate, corporation,
or
limited liability company or partnership, or other entity for whom the Buyer
is
executing this Agreement, and such individual, partnership, xxxx, trust, estate,
corporation, or limited liability company or partnership, or other entity has
full right and power to perform pursuant to this Agreement and make an
investment in the Company, and represents that this Agreement constitutes a
legal, valid and binding obligation of such entity. The execution and delivery
of this Agreement will not violate or be in conflict with any order, judgment,
injunction, agreement or controlling document to which the Buyer is a party
or
by which it is bound;
4
(f) Buyer
Relationship with Placement Agent.
The
Buyer’s substantive relationship with Xxxxxxx Xxxxx Ventures, Inc. as placement
agent for the transactions contemplated hereby (“Xxxxxxx Xxxxx,” or the
“Placement Agent”) or subagent through which the Buyer is subscribing for the
Convertible Notes predates the Placement Agent’s or such subagent’s contact with
the Buyer regarding an investment in the Convertible Notes;
(g) Solicitation.
The
Buyer is unaware of, is in no way relying on, and did not become aware of the
offering of the Convertible Notes through or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, in connection
with the offering and sale of the Convertible Notes and is not subscribing
for
the Convertible Notes and did not become aware of the offering of the
Convertible Notes through or as a result of any seminar or meeting to which
the
Buyer was invited by, or any solicitation of a subscription by, a person not
previously known to the Buyer in connection with investments in securities
generally;
(h) Brokerage
Fees.
The
Buyer has taken no action that would give rise to any claim by any person for
brokerage commissions, finders’ fees or the like relating to this Agreement or
the transaction contemplated hereby (other than commissions to be paid by the
Company to the Placement Agent (or its selected dealers) as described in the
Transmittal Letter);
(i) Buyer’s
Advisors.
The
Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax
advisor, if any (collectively, the “Advisors”), as the case may be, has such
knowledge and experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable it to utilize the
information made available to it in connection with the Convertible Notes to
evaluate the merits and risks of an investment in the Convertible Notes and
the
Company and to make an informed investment decision with respect
thereto.
(j) Buyer
Liquidity.
Each
Buyer has adequate means of providing for such Buyer’s current financial needs
and foreseeable contingencies and has no need for liquidity of its investment
in
the Convertible Notes for an indefinite period of time.
5
(k) High
Risk Investment; Review of Risk Factors.
The
Buyer is aware that an investment in the Convertible Notes, and upon conversion,
the Conversion Shares, the Warrants and/or the Warrant Shares, involves a number
of very significant risks and has carefully read and considered the matters
set
forth under the caption “Risk Factors” in the Transmittal Letter, and in
particular, acknowledges that the Company is a shell company and its ability
to
repay the Convertible Notes is based on the consummation of the
Transactions.
(l) Reliance
on Exemptions.
Each
Buyer understands that the Convertible Notes are being offered and sold to
it in
reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in
part
upon the truth and accuracy of, and such Buyer’s compliance with, the
representations, warranties, agreements, acknowledgments and understandings
of
such Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of such Buyer to acquire such
securities.
(m) Information.
Each
Buyer and its Advisors have been furnished with all materials relating to the
business, finances and operations of the Company and information it deemed
material to making an informed investment decision regarding its purchase of
the
Convertible Notes and the underlying Units, which have been requested by such
Buyer. Each Buyer and its Advisors have been afforded the opportunity to review
the Transmittal Letter, as well as the Company’s SEC Filings, as such term is
defined below (hard copies of which were made available to the Buyer upon
request to the Company or the Placement Agent or were otherwise accessible
to
the Buyer via the SEC’s XXXXX system), and the information contained therein.
Each Buyer and its Advisors have been afforded the opportunity to ask questions
of the Company and its management. Neither such inquiries nor any other due
diligence investigations conducted by such Buyer or its Advisors shall modify,
amend or affect such Buyer’s right to rely on the Company’s representations and
warranties contained in Section 3 below. Each Buyer has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision with respect to its acquisition of the Convertible
Notes.
(n) No
Other Representations or Information.
In
evaluating the suitability of an investment in the Convertible Notes, the Buyer
has not relied upon any representation or information (oral or written) other
than as stated in the Transmittal Letter or in this Agreement. No oral or
written representations have been made, or oral or written information
furnished, to the Buyer or its Advisors, if any, in connection with the offering
of the Convertible Notes which are in any way inconsistent with the information
contained in the Transmittal Letter;
(o) No
Governmental Review.
Each
Buyer understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation
or
endorsement of the Convertible Notes, the Warrants, the Warrant Shares or the
Conversion Shares, or the fairness or suitability of the investment in the
Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares,
nor have such authorities passed upon or endorsed the merits of the offering
of
the Convertible Notes, the Warrants, the Warrant Shares or the Conversion
Shares.
6
(p) Transfer
or Resale.
Each
Buyer understands that: (i) the Convertible Notes have not been and are not
being registered under the Securities Act or any state securities laws, and
may
not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, or (B) such Buyer shall have delivered to the Company
an
opinion of counsel, in a generally acceptable form, to the effect that such
securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration requirements; (ii)
any sale of such securities made in reliance on Rule 144 under the Securities
Act (or a successor rule thereto) (“Rule 144”)
may be
made only in accordance with the terms of Rule 144 and further, if Rule 144
is
not applicable, any resale of such securities under circumstances in which
the
seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules
and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such securities under the Securities
Act or any state securities laws or to comply with the terms and conditions
of
any exemption thereunder. The Company reserves the right to place stop transfer
instructions against the shares and certificates for the Conversion Shares
and
the Warrant Shares to the extent specifically set forth under this Agreement.
There can be no assurance that there will be any market or resale for the
Convertible Notes, Conversion Shares, Warrants or Warrant Shares, nor can there
be any assurance that the Convertible Notes, Conversion Shares, Warrants or
Warrant Shares will be freely transferable at any time in the foreseeable
future.
(q) Legends.
Each
Buyer understands that the certificates or other instruments representing the
Convertible Notes, the Warrants, the Warrant Shares and/or the Conversion Shares
shall bear a restrictive legend in substantially the following form (and a
stop
transfer order may be placed against transfer of such stock
certificates):
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY,
(B)
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
THE
SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF
AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN
OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
7
The
legend set forth above shall be removed and the Company within three (3)
business days shall issue a certificate without such legend to the holder of
the
Convertible Notes, Warrants, Warrant Shares and Conversion Shares upon which
it
is stamped, if, unless otherwise required by state securities laws, (i) the
Buyer or its broker make the necessary representations and warranties to the
transfer agent for the Common Stock that it has complied with the prospectus
delivery requirements in connection with a sale transaction, provided the
Convertible Notes, Warrants, Warrant Shares and Conversion Shares are registered
under the Securities Act or (ii) in connection with a sale transaction, after
such holder provides the Company with an opinion of counsel satisfactory to
the
Company, which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public
sale, assignment or transfer of the Convertible Notes, Warrants, Warrant Shares
and Conversion Shares may be made without registration under the Securities
Act.
(r) Authorization,
Enforcement.
This
Agreement has been duly and validly authorized, executed and delivered on behalf
of such Buyer and is a valid and binding agreement of such Buyer enforceable
in
accordance with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to,
or
affecting generally, the enforcement of applicable creditors’ rights and
remedies.
(s) Receipt
of Documents.
Each
Buyer and its counsel have received and read in their entirety: (i) this
Agreement and each representation, warranty and covenant set forth herein;
and
(ii) all due diligence and other information necessary to verify the accuracy
and completeness of such representations, warranties and covenants; each Buyer
has received answers to all questions such Buyer submitted to the Company
regarding an investment in the Company; and each Buyer has relied on the
information contained therein and has not been furnished any other documents,
literature, memorandum or prospectus.
(t) Trading
Activities.
The
Buyer’s trading activities with respect to the Company’s Common Stock shall be
in compliance with all applicable federal and state securities laws, rules and
regulations and the rules and regulations of the principal market on which
the
Company’s Common Stock is listed or traded. Neither the Buyer nor its affiliates
has an open short position in the Common Stock of the Company and, except as
set
forth below, the Buyer shall not, and shall not cause any of its affiliates
under common control with the Buyer, to engage in any short sale as defined
in
any applicable SEC or National Association of Securities Dealers rules on any
hedging transactions with respect to the Common Stock until the earlier to
occur
of (i) the third anniversary of the Closing Date and (ii) the Buyer(s) no longer
own a principal balance of the Convertible Notes. Without limiting the
foregoing, the Buyer agrees not to engage in any naked short transactions in
excess of the amount of shares owned (or an offsetting long position) by the
Buyer.
8
(u) Regulation
FD.
Each
Buyer acknowledges and agrees that all of the information received by it in
connection with the transactions contemplated by this Agreement is of a
confidential nature and may be regarded as material non-public information
under
Regulation FD promulgated by the SEC and that such information has been
furnished to the Buyer for the sole purpose of enabling the Buyer to consider
and evaluate an investment in the Convertible Notes. The Buyer agrees that
it
will treat such information in a confidential manner, will not use such
information for any purpose other than evaluating an investment in the
Convertible Notes, will not, directly or indirectly, trade or permit the Buyer’s
agents, representatives or affiliates to trade in any securities of the Company
while in possession of such information and will not, directly or indirectly,
disclose or
permit
the Buyer’s agents, representatives or affiliates
to
disclose any of such information without the Company’s prior written consent.
The Buyer shall make its agents, affiliates and representatives aware of the
confidential nature of the information contained herein and the terms of this
section including the Buyer’s agreement to not disclose such information, to not
trade in the Company’s securities while in the possession of such information
and to be responsible for any disclosure or other improper use of such
information by such agents, affiliates or representatives. Likewise, without
the
Company’s prior written consent, the Buyer will not, directly or indirectly,
make any statements, public announcements or other release or provision of
information in any form to any trade publication, to the press or to any other
person or entity whose primary business is or includes the publication or
dissemination of information related to the transactions contemplated by this
Agreement.
(v) No
Legal Advice from the Company.
Each
Buyer acknowledges that it had the opportunity to review this Agreement and
the
transactions contemplated by this Agreement with its own legal counsel and
investment and tax advisors. Each Buyer is relying solely on such Advisors
and
not on any statements or representations of the Company or any of its
representatives or agents for legal, tax or investment advice with respect
to
this investment, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.
(w) No
Group Participation. Each
Buyer and its affiliates is not a member of any group, nor is any Buyer acting
in concert with any other person, including any other Buyer, with respect to
its
acquisition of the Convertible Notes, Warrants, Warrant Shares or Conversion
Shares.
(x) Reliance.
Any
information which the Buyer has heretofore furnished or is furnishing herewith
to the Company or the Placement Agent is complete and accurate and may be relied
upon by the Company and the Placement Agent in determining the availability
of
an exemption from registration under federal and state securities laws in
connection with the offering of securities as described in the Transmittal
Letter. The Buyer further represents and warrants that it will notify and supply
corrective information to the Company and the Placement Agent immediately upon
the occurrence of any change therein occurring prior to the Company’s issuance
of the Convertible Notes. Within five (5) days after receipt of a request from
the Company or the Placement Agent, the Buyer will provide such information
and
deliver such documents as may reasonably be necessary to comply with any and
all
laws and ordinances to which the Company or the Placement Agent is
subject.
(y) (For
ERISA plans only).
The
fiduciary of the ERISA plan represents that such fiduciary has been informed
of
and understands the Company’s investment objectives, policies and strategies,
and that the decision to invest “plan assets” (as such term is defined in ERISA)
in the Company is consistent with the provisions of ERISA that require
diversification of plan assets and impose other fiduciary responsibilities.
The
Buyer fiduciary or Plan (a) is responsible for the decision to invest in the
Company; (b) is independent of the Company or any of its affiliates; (c) is
qualified to make such investment decision; and (d) in making such decision,
the
Buyer fiduciary or Plan has not relied primarily on any advice or recommendation
of the Company or any of its affiliates;
9
(z) The
Buyer
should check the Office of Foreign Assets Control (“OFAC”) website at
<xxxx://xxx.xxxxx.xxx/xxxx> before making the following representations.
The Buyer represents that the amounts invested by it in the Company in the
Convertible Notes were not and are not directly or indirectly derived from
activities that contravene federal, state or international laws and regulations,
including anti-money laundering laws and regulations. Federal regulations and
Executive Orders administered by OFAC prohibit, among other things, the
engagement in transactions with, and the provision of services to, certain
foreign countries, territories, entities and individuals. The lists of OFAC
prohibited countries, territories, persons and entities can be found on the
OFAC
website at <xxxx://xxx.xxxxx.xxx/xxxx>. In addition, the programs
administered by OFAC (the “OFAC Programs”) prohibit dealing with
individuals1
or
entities in certain countries regardless of whether such individuals or entities
appear on the OFAC lists;
(aa) To
the
best of the Buyer’s knowledge, none of: (1) the Buyer; (2) any person
controlling or controlled by the Buyer; (3) if the Buyer is a privately-held
entity, any person having a beneficial interest in the Buyer; or (4) any person
for whom the Buyer is acting as agent or nominee in connection with this
investment is a country, territory, individual or entity named on an OFAC list,
or a person or entity prohibited under the OFAC Programs. Please be advised
that
the Company may not accept any amounts from a prospective investor if such
prospective investor cannot make the representation set forth in the preceding
paragraph. The Buyer agrees to promptly notify the Company and the Placement
Agent should the Buyer become aware of any change in the information set forth
in these representations. The Buyer understands and acknowledges that, by law,
the Company may be obligated to “freeze the account” of the Buyer, either by
prohibiting additional subscriptions from the Buyer, declining any redemption
requests and/or segregating the assets in the account in compliance with
governmental regulations, and the Placement Agent may also be required to report
such action and to disclose the Buyer’s identity to OFAC. The Buyer further
acknowledges that the Company may, by written notice to the Buyer, suspend
the
redemption rights, if any, of the Buyer if the Company reasonably deems it
necessary to do so to comply with anti-money laundering regulations applicable
to the Company and the Placement Agent or any of the Company’s other service
providers. These individuals include specially designated nationals, specially
designated narcotics traffickers and other parties subject to OFAC sanctions
and
embargo programs;
(bb) To
the
best of the Buyer’s knowledge, none of: (1) the Buyer; (2) any person
controlling or controlled by the Buyer; (3) if the Buyer is a privately-held
entity, any person having a beneficial interest in the Buyer; or (4) any person
for whom the Buyer is acting as agent or nominee in connection with this
investment is a senior foreign political figure2, or
any
immediate family3
member or
close
associate4 of
a
senior foreign political figure, as such terms are defined in the footnotes
below; and
1 These
individuals include specially designated nationals, specially designated
narcotics traffickers and other parties subject to OFAC sanctions and embargo
programs.
2 A
“senior
foreign political figure” is defined as a senior official in the executive,
legislative, administrative, military or judicial branches of a foreign
government (whether elected or not), a senior official of a major foreign
political party, or a senior executive of a foreign government-owned
corporation. In addition, a “senior foreign political figure” includes any
corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.
10
(cc) If
the
Buyer is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or
if the Buyer receives deposits from, makes payments on behalf of, or handles
other financial transactions related to a Foreign Bank, the Buyer represents
and
warrants to the Company that: (1) the Foreign Bank has a fixed address, other
than solely an electronic address, in a country in which the Foreign Bank is
authorized to conduct banking activities; (2) the Foreign Bank maintains
operating records related to its banking activities; (3) the Foreign Bank is
subject to inspection by the banking authority that licensed the Foreign Bank
to
conduct banking activities; and (4) the Foreign Bank does not provide banking
services to any other Foreign Bank that does not have a physical presence in
any
country and that is not a regulated affiliate.
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The
Company represents and warrants to each of the Buyers that:
(a) Organization
and Qualification.
The
Company is a corporation duly organized and validly existing in good standing
under the laws of the State of Nevada, and has the requisite corporate power
to
own its properties and to carry on its business as now being conducted. The
Company is duly qualified as a foreign corporation to do business and is in
good
standing in every jurisdiction in which the nature of the business conducted
by
it makes such qualification necessary, except to the extent that the failure
to
be so qualified or be in good standing would not have a Material Adverse Effect,
as defined below. The Company has no subsidiaries.
(b) Authorization,
Enforcement, Compliance with Other Instruments.
(i) The Company has the requisite corporate power and authority to enter
into and perform this Agreement and the Escrow Agreement and all other documents
necessary or desirable to effect the transactions contemplated hereby
(collectively the “Transaction Documents”) and to issue the Convertible Notes,
the Warrants, the Warrant Shares and the Conversion Shares in accordance with
the terms hereof and thereof, (ii) the execution and delivery of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including, without limitation, the issuance
of
the Convertible Notes, the Warrants, the Warrant Shares and the Conversion
Shares and the reservation for issuance and the issuance of the Conversion
Shares and the Warrant Shares issuable upon conversion or exercise thereof,
have
been duly authorized by the Company’s Board of Directors and no further consent
or authorization is required by the Company, its Board of Directors or its
stockholders, (iii) the Transaction Documents have been duly executed and
delivered by the Company, (iv) the Transaction Documents constitute the valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies.
3 “Immediate
family” of a senior foreign political figure typically includes the figure’s
parents, siblings, spouse, children and in-laws.
4 A
“close
associate” of a senior foreign political figure is a person who is widely and
publicly known to maintain an unusually close relationship with the senior
foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of
the
senior foreign political figure.
11
(c) Capitalization.
The
authorized capital stock of the Company, after giving effect to the
Recapitalization, consists of 300,000,000 shares of Common Stock and 10,000,000
shares of Preferred Stock. As of the date hereof, the Company has 15,800,000
shares of Common Stock issued and outstanding (approximately 23,700,000 shares
of Common Stock, after giving effect to the Stock Split, of which it is
anticipated that 16,200,000 shares will be retired in connection with the
Merger) and 0 shares of preferred stock outstanding. All of such outstanding
shares have been duly authorized, validly issued and are fully paid and
nonassessable. No shares of Common Stock are subject to preemptive rights or
any
other similar rights or any liens or encumbrances suffered or permitted by
the
Company. As of the date of this Agreement, (i) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares
of
capital stock of the Company, or contracts, commitments, understandings or
arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company or options, warrants, scrip, rights
to
subscribe to, calls or commitments of any character whatsoever relating to,
or
securities or rights convertible into, any shares of capital stock of the
Company, (ii) there are no outstanding debt securities and (iii) there are
no
agreements or arrangements under which the Company is obligated to register
the
sale of any of their securities under the Securities Act (except in connection
with the Merger and the PPO), and (iv) there are no outstanding registration
statements and there are no outstanding comment letters from the SEC or any
other regulatory agency. There are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance
of
the Convertible Notes as described in this Agreement. The Convertible Notes,
Warrants, Warrant Shares and Conversion Shares when issued, will be free and
clear of all pledges, liens, encumbrances and other restrictions (other than
those arising under federal or state securities laws as a result of the issuance
of the Convertible Notes). No co-sale right, right of first refusal or other
similar right exists with respect to the Convertible Notes, Warrants, Warrant
Shares and Conversion Shares or the issuance and sale thereof. The issue and
sale of the Convertible Notes, Warrants, Warrant Shares and Conversion Shares
will not result in a right of any holder of Company securities to adjust the
exercise, conversion, exchange or reset price under such securities. The Company
has made available to the Buyer true and correct copies of the Company’s
Articles of Incorporation, as amended and as in effect on the date hereof (the
“Articles of Incorporation”), and the Company’s By-laws, as in effect on the
date hereof (the “By-laws”), and the terms of all securities convertible into or
exercisable for Common Stock and the material rights of the holders thereof
in
respect thereto other than stock options issued to employees and
consultants.
(d) Issuance
of Securities.
The
Convertible Notes are duly authorized and, upon issuance in accordance with
the
terms hereof, shall be duly issued, fully paid and nonassessable, are free
from
all taxes, liens and charges with respect to the issue thereof. The Conversion
Shares and the Warrant Shares have been duly authorized and reserved for
issuance, based on the initial conversion price. Upon conversion or exercise
in
accordance with the Transaction Documents, the Conversion Shares and the Warrant
Shares will be duly issued, fully paid and nonassessable.
12
(e) No
Conflicts.
The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby
will
not (i) result in a violation of the Articles of Incorporation, any certificate
of designations of any outstanding series of preferred stock of the Company
or
the By-laws or (ii) violate or conflict with, or result in a breach of any
provision of, or constitute a default (or an event which with notice or lapse
of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and the rules and regulations
of the OTC Bulletin Board (the “OTCBB”) on which the Common Stock is quoted)
applicable to the Company or by which any property or asset of the Company
is
bound or affected except for those which could not reasonably be expected to
have a material adverse effect on the assets, business, condition (financial
or
otherwise), results of operations or future prospects of the Company (a
“Material Adverse Effect”). Except those which could not reasonably be expected
to have a Material Adverse Effect, the Company is not in violation of any term
of or in default under its Articles of Incorporation or By-laws. Except those
which could not reasonably be expected to have a Material Adverse Effect, the
Company is not in violation of any term of or in default under any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company.
The business of the Company is not being conducted, and shall not be conducted
in violation of any material law, ordinance, or regulation of any governmental
entity. Except as specifically contemplated by this Agreement and as required
under the Securities Act and any applicable state securities laws, the Company
is not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for
it to
execute, deliver or perform any of its obligations under or contemplated by
this
Agreement or the Escrow Agreement in accordance with the terms hereof or
thereof. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof. The Company is unaware
of
any facts or circumstance, which might give rise to any of the
foregoing.
(f) SEC
Filings; Financial Statements.
The
Company has timely filed (subject to 12b-25 filings with respect to certain
periodic filings) all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the Exchange Act (as hereinafter defined) (all of the foregoing and all
other
documents filed with the SEC prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents
incorporated by reference therein, being hereinafter referred to herein as
the
“SEC
Filings”).
The
SEC Filings are available to the Buyers via the SEC’s XXXXX system. As of their
respective dates, the SEC Filings complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder, and none of the SEC Filings, at the time they were
filed
with the SEC, contained any untrue statement of a material fact or omitted
to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
were
made, not misleading. As of their respective dates, the financial statements
of
the Company included in the Company’s SEC Filings with the SEC (the “Financial
Statements”) for the year ended April 30, 2007 and the period from February 8,
2006 (date of inception) to April 30, 2006 and any subsequent interim period
complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such Financial
Statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements), and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case
of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to the Buyer including,
without limitation, information referred to in this Agreement, contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
13
(g) Absence
of Litigation.
There
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
against or affecting the Company or the Common Stock, wherein an unfavorable
decision, ruling or finding would (i) adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under, this Agreement or any of the documents contemplated herein,
or (ii) have a Material Adverse Effect.
(h) Acknowledgment
Regarding Buyer’s Purchase of the Convertible Notes.
The
Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to this Agreement and the transactions
contemplated hereby. The Company further acknowledges that each Buyer is not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated
hereby and any advice given by such Buyer or any of their respective
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is merely incidental to such Buyer’s purchase of the
Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares.
The Company further represents to the Buyers that the Company’s decision to
enter into this Agreement has been based solely on the independent evaluation
by
the Company and its representatives.
(i) No
General Solicitation.
Neither
the Company, nor any of its affiliates, nor any person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with the offer or sale of
the
Convertible Notes, the Warrants, the Warrant Shares or the Conversion
Shares.
(j) No
Integrated Offering.
Neither
the Company, nor any of its affiliates, nor any person acting on its or their
behalf has, directly or indirectly, made any offers or sales of any security
or
solicited any offers to buy any security, under circumstances that would require
registration of the Convertible Notes, the Warrants, the Warrant Shares or
the
Conversion Shares under the Securities Act or cause this offering of the
Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares
to
be integrated with prior offerings by the Company for purposes of the Securities
Act.
14
(k) Employee
Relations.
The
Company is not involved in any labor dispute nor, to the knowledge of the
Company, is any such dispute threatened. None of the Company’s employees is a
member of a union, and the Company believes that its relations with its one
employee is good.
(l) Intellectual
Property Rights.
The
Company has no proprietary intellectual property. The Company has not received
any notice of infringement of, or conflict with, the asserted rights of others
with respect to any intellectual property that it utilizes.
(m) Environmental
Laws.
(i) The
Company has complied with all applicable Environmental Laws (as defined below),
except for violations of Environmental Laws that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect. There is no pending or, to the knowledge of the Company,
threatened civil or criminal litigation, written notice of violation, formal
administrative proceeding, or investigation, inquiry or information request,
relating to any Environmental Law involving the Company, except for litigation,
notices of violations, formal administrative proceedings or investigations,
inquiries or information requests that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect.
For purposes of this Agreement, “Environmental Law” means any federal, state or
local law, statute, rule or regulation or the common law relating to the
environment or occupational health and safety, including without limitation
any
statute, regulation, administrative decision or order pertaining to (i)
treatment, storage, disposal, generation and transportation of industrial,
toxic
or hazardous materials or substances or solid or hazardous waste; (ii) air,
water and noise pollution; (iii) groundwater and soil contamination; (iv) the
release or threatened release into the environment of industrial, toxic or
hazardous materials or substances, or solid or hazardous waste, including
without limitation emissions, discharges, injections, spills, escapes or dumping
of pollutants, contaminants or chemicals; (v) the protection of wild life,
marine life and wetlands, including without limitation all endangered and
threatened species; (vi) storage tanks, vessels, containers, abandoned or
discarded barrels, and other closed receptacles; (vii) health and safety of
employees and other persons; and (viii) manufacturing, processing, using,
distributing, treating, storing, disposing, transporting or handling of
materials regulated under any law as pollutants, contaminants, toxic or
hazardous materials or substances or oil or petroleum products or solid or
hazardous waste. As used above, the terms “release” and “environment” shall have
the meaning set forth in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (“CERCLA”).
(ii) To
the
knowledge of the Company there is no material environmental liability with
respect to any solid or hazardous waste transporter or treatment, storage or
disposal facility that has been used by the Company.
15
(iii) The
Company (i) has received all permits, licenses or other approvals required
of
them under applicable Environmental Laws to conduct its business and (ii) is
in
compliance with all terms and conditions of any such permit, license or
approval.
(n) Title.
The
Company does not own or lease any real or personal property.
(o) Internal
Accounting Controls.
The
Company is
in
material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002
currently applicable to the Company. The
Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability,
and (iii) the recorded amounts for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any
differences.
(p) No
Material Adverse Breaches, etc.
Except
as set forth in the SEC Filings, the Company is not subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule
or
regulation which in the judgment of the Company’s officers has or is expected in
the future to have a Material Adverse Effect. Except as set forth in the SEC
Filings, the Company is not in breach of any contract or agreement which breach,
in the judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect.
(q) Tax
Status.
The
Company has made and filed all federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it
is
subject and (unless and only to the extent that the Company has set aside on
its
books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment
of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of
the
Company know of no basis for any such claim.
(r) Certain
Transactions.
Except
as set forth in the SEC Filings, and except for arm’s length transactions
pursuant to which the Company makes payments in the ordinary course of business
upon terms no less favorable than the Company could obtain from third parties,
none of the officers, directors, or employees of the Company is presently a
party to any transaction with the Company (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of
real
or personal property to or from, or otherwise requiring payments to or from
any
officer, director or such employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.
(s) Rights
of First Refusal.
The
Company is not obligated to offer the securities offered hereunder on a right
of
first refusal basis or otherwise to any third parties including, but not limited
to, current or former stockholders of the Company, underwriters, brokers, agents
or other third parties.
16
(t) Reliance.
The
Company acknowledges that the Buyers are relying on the representations and
warranties made by the Company hereunder and that such representations and
warranties are a material inducement to the Buyer purchasing the Convertible
Notes. The Company further acknowledges that without such representations and
warranties of the Company made hereunder, the Buyers would not enter into this
Agreement.
(u) Brokers’
Fees.
The
Company does not have any liability or obligation to pay any fees or commissions
to any broker, finder or agent with respect to the transactions contemplated
by
this Agreement, except for the payment of a commission, warrants and
reimbursement of out-of-pocket expenses, to the Placement Agent, as more
particularly described in the Transmittal Letter.
4. COVENANTS.
(a) Best
Efforts.
Each
party shall use its best efforts timely to satisfy each of the conditions to
be
satisfied by it as provided in Sections 5 and 6 of this Agreement.
(b) Form
D.
The
Company agrees to file a Form D with respect to the offer and sale of the
Convertible Notes as required under Regulation D. The Company shall, on or
before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Convertible Notes, Warrants, Warrant
Shares and Conversion Shares, or obtain an exemption for the Convertible Notes,
Warrants, Warrant Shares and Conversion Shares for sale to the Buyers at the
Closing pursuant to this Agreement under applicable securities or “Blue Sky”
laws of the states of the United States, and shall provide evidence of any
such
action so taken to the Buyers on or prior to the Closing Date.
(c) Reporting
Status.
Until
the earlier of (i) the date as of which the Buyer(s) may sell all of the
Warrants, the Warrant Shares, and the Conversion Shares without restriction
pursuant to Rule 144(k) promulgated under the Securities Act (or successor
thereto), or (ii) the date on which (A) the Buyer(s) shall have sold all the
Warrants, the Warrant Shares and the Conversion Shares and (B) none of the
Convertible Notes are outstanding, the Company shall file in a timely manner
all
reports required to be filed with the SEC pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the regulations of the SEC
thereunder, and the Company shall not terminate its status as an issuer required
to file reports under the Exchange Act even if the Exchange Act or the rules
and
regulations thereunder would otherwise permit such termination.
(d) Use
of
Proceeds.
The
Company shall use 100% of the net proceeds from the sale of the Convertible
Notes to make the Bridge Loan to UFood. The principal amount of the Bridge
Loan
shall equal to the gross proceeds from the sale of the Convertible
Notes.
(e) Reservation
of Shares.
The
Company shall take all action reasonably necessary to at all times have
authorized, and reserved for the purpose of issuance, that number of shares
of
Common Stock equal to equal to the sum of (i) the number of shares of Common
Stock into which the Convertible Notes are convertible from time to time based
upon a conversion price (the “Conversion Price”) of $0.50 per Unit, plus (ii)
the number of shares of Common Stock for which the Warrants are exercisable
from
time to time based upon an exercise price (the “Exercise Price”) per whole
Warrant of $1.25 per share.
17
(f) Listings
or Quotation.
The
Company shall use its best efforts to maintain the listing or quotation of
its
Common Stock upon the OTC Bulletin Board.
(g) Corporate
Existence.
So long
as any of the Convertible Notes remain outstanding, the Company shall not
directly or indirectly consummate any merger, reorganization, restructuring,
reverse stock split consolidation, sale of all or substantially all of the
Company’s assets or any similar transaction or related transactions (each such
transaction, an “Organizational Change”), other than the Recapitalization, the
Stock Split and the PPO, unless, prior to the consummation of an Organizational
Change, the Company obtains the written consent of each Buyer. In any such
case,
the Company will make appropriate provision with respect to such holders’ rights
and interests to insure that the provisions of this Section 4(g) will thereafter
be applicable to the Convertible Notes. The provisions of this Section 4(g)
shall be inapplicable with respect to any Organizational Change, including
the
Recapitalization, the Stock Split and the PPO, effected in connection with
the
Merger.
(h) Resales
Absent Effective Registration Statement.
Each of
the Buyers understands and acknowledges that (i) this Agreement and the
agreements contemplated hereby may require the Company to issue and deliver
Conversion Shares or Warrant Shares to the Buyers with legends restricting
their
transferability under the Securities Act, and (ii) it is aware that resales
of
such Conversion Shares or Warrant Shares may not be made unless, at the time
of
resale, there is an effective registration statement under the Securities Act
covering such Buyer’s resale(s) or an applicable exemption from registration.
5. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.
The
obligation of the Company hereunder to issue and sell the Convertible Notes
to
the Buyer(s) at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion:
(a) Each
Buyer shall have executed this Agreement and completed and executed the
Accredited Investor Certification and the Investor Profile and any other
Transaction Documents to which it is a party and delivered them to the
Company.
(b) The
Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for
Convertible Notes in respective amounts as set forth on the signature pages
affixed hereto and the Escrow Agent shall have delivered the net proceeds to
the
Company by wire transfer of immediately available U.S. funds pursuant to the
wire instructions provided by the Company; it being understood that the sale
of
the Convertible Notes shall not close unless the Minimum principal amount of
Convertible Notes (i.e., $1,000,000) is subscribed for.
(c) The
representations and warranties of the Buyer(s) contained in this Agreement
shall
be true and correct in all material respects as of the date when made and as
of
the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and the Buyer(s) shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Buyer(s) at or prior to the Closing
Date.
18
6. CONDITIONS
TO THE BUYER’S OBLIGATION TO PURCHASE.
(a) The
obligation of the Buyer(s) hereunder to purchase the Convertible Notes at the
Closing is subject to the satisfaction, at or before the Closing Date, of each
of the following conditions:
(i) The
Company shall have executed the Transaction Documents and delivered the same
to
the Placement Agent (on behalf of the Buyers).
(ii) The
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects (except to the extent that any
of
such representations and warranties is already qualified as to materiality
in
Section 3 above, in which case, such representations and warranties shall be
true and correct without further qualification) as of the date when made and
as
of the Closing Date as though made at that time (except for representations
and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date. The Company
shall have obtained and delivered to the Placement Agent (on behalf of the
Buyers) any and all consents, permits, approvals, registrations and waivers
necessary or appropriate for consummation of the purchase and sale of the
Convertible Notes and the consummation of the other transactions contemplated
by
the Transaction Documents, all of which shall be in full force and effect.
The
Placement Agent (on behalf of the Buyers) shall have received a certificate,
executed by the President of the Company, dated as of the Closing Date, to
the
foregoing effect and as to such other matters as may be reasonably requested
by
the Placement Agent (on behalf of the Buyers), including, without limitation,
an
update as of the Closing Date regarding the representation contained in Section
3(c) above.
(iii) The
Company shall have executed and delivered to the Placement Agent (on behalf
of
the Buyers) the Convertible Notes in the respective amounts set forth on the
signature pages affixed hereto.
(iv) The
Company shall have reserved out of its authorized and unissued Common Stock,
solely for the purpose of effecting the conversion of the Convertible Notes
and
the exercise of the Warrants, sufficient shares of Common Stock to effect the
conversion of all of the Convertible Notes’ and the exercise of all Warrants.
(v) The
Company shall have delivered to the Placement Agent (on behalf of the Buyers)
a
certificate, executed on behalf of the Company by its Secretary, dated as of
the
Closing Date, certifying the resolutions adopted by the Board of Directors
of
the Company approving the transactions contemplated by this Agreement and the
other Transaction Documents and the issuance of the Convertible Notes,
certifying the current versions of the Articles of Incorporation and By-laws
of
the Company and certifying as to the signatures and authority of persons signing
the Transaction Documents and related documents on behalf of the Company. The
foregoing certificate shall only be required to be delivered on the first
Closing Date, unless any information contained in the certificate has changed.
19
(vi) The
Buyer(s) shall have received an opinion from the Company’s counsel, dated as of
the Closing Date, in form and substance reasonably acceptable to the Placement
Agent.
(vii) The
Placement Agent shall have completed all legal due diligence on UFood, to the
extent reasonably satisfactory to the Placement Agent.
(viii) UFood
shall have performed and complied in all material respects with all agreements,
covenants and conditions to closing required to be performed and complied by
it
under the Bridge Loan Agreement between the Company and UFood, unless such
agreements, covenants and conditions have been waived by the Company under
the
Bridge Loan Agreement.
(b) INDEMNIFICATION
OF BUYERS.
In
consideration of the Buyer’s execution and delivery of this Agreement and
acquiring the Convertible Notes, the Warrants, the Warrant Shares and the
Conversion Shares hereunder, and in addition to all of the Company’s other
obligations under this Agreement, the Company shall defend, protect, indemnify
and hold harmless the Buyer(s) and each other holder of the Convertible Notes,
the Warrants, the Warrant Shares and the Conversion Shares, and all of their
officers, directors, employees and agents (including, without limitation,
those retained in connection with the transactions contemplated by this
Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective
of
whether any such Buyer Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees
and disbursements (the “Indemnified Liabilities”), incurred by the Buyer
Indemnitees or any of them as a result of, or arising out of, or relating to
(a)
any material misrepresentation or material breach of any representation or
warranty made by the Company in the Transaction Documents, (b) any material
breach of any covenant, agreement or obligation of the Company contained in
the
Transaction Documents, or (c) any cause of action, suit or claim brought or
made
against such Buyer Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of this Agreement or any other
Transaction Document executed pursuant hereto by any of the Buyer Indemnitees.
To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities, which is permissible
under applicable law.
7. GOVERNING
LAW: MISCELLANEOUS.
(a) Governing
Law.
This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of New York without regard to the principles of conflict of laws.
The
parties further agree that any action between them shall be heard exclusively
in
federal or state court sitting in the New York County, New York, and expressly
consent to the jurisdiction and venue of the Supreme Court of New York, sitting
in New York County and the United States District Court for the Southern
District of New York for the adjudication of any civil action asserted pursuant
to this paragraph.
20
(b) Counterparts.
This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party.
In
the event any signature page is delivered by facsimile transmission, the party
using such means of delivery shall cause four (4) additional original executed
signature pages to be physically delivered to the other party within five (5)
days of the execution and delivery hereof.
(c) Headings.
The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.
(d) Severability.
If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or
the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.
(e) Entire
Agreement, Amendments.
This
Agreement supersedes all other prior oral or written agreements between the
Buyer(s), the Company, their affiliates and persons acting on their behalf
with
respect to the matters discussed herein, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor any Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision
of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.
(f) Notices.
Any
notices, consents, waivers, or other communications required or permitted to
be
given under the terms of this Agreement must be in writing and will be deemed
to
have been delivered (i) upon receipt, when delivered personally; (ii) upon
confirmation of receipt, when sent by facsimile; (iii) upon receipt when sent
by
U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:
|
If
to the Company, to:
|
UFood
Franchise Company
|
|
00000-00X
Xxxxxx
|
|
|
Xxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx
|
|
|
Attention: Xxxxx
Xxxx, President
|
|
|
Telephone: (000)
000-0000
|
|
21
|
With
a copy to:
|
Gottbetter
& Partners, LLP
|
|
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attention: Xxxx
X. Xxxxxxxxxx, Esq.
|
|
|
Telephone: (000)
000-0000
|
|
|
Facsimile: (000)
000-0000
|
If
to the
Buyer(s), to its address and facsimile number set forth on the signature pages
affixed hereto. Each party shall provide five (5) days’ prior written notice to
the other party of any change in address or facsimile number.
(g) Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. Neither the Company nor any Buyer
shall
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the other party hereto.
(h) No
Third Party Beneficiaries.
This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
(i) Survival.
Unless
this Agreement is terminated under Section 8(l), the representations and
warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the
agreements and covenants set forth in Sections 4, 5 and 8, and the
indemnification provisions set forth in Section 7, shall survive the Closing
for
a period of two (2) years following the date on which the Convertible Notes
are
converted in full. The Buyer(s) shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.
(j) Publicity.
The
Company and the Placement Agent shall have the right to approve, before issuance
any press release or any other public statement with respect to the transactions
contemplated hereby made by any party; provided, however, that the Company
shall
be entitled, without the prior approval of the Placement Agent, to issue any
press release or other public disclosure with respect to such transactions
required under applicable securities or other laws or regulations (the Company
shall use its best efforts to consult the Buyer(s) in connection with any such
press release or other public disclosure prior to its release and the Buyer(s)
shall be provided with a copy thereof upon release thereof).
(k) Further
Assurances.
Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.
(l) Termination.
In the
event that the Closing shall not have occurred with respect to the Buyers on
or
before five (5) business days from the date hereof due to the Company’s or the
Buyer’s failure to satisfy the conditions set forth in Sections 5 and 6 above
(and the non-breaching party’s failure to waive such unsatisfied condition(s)),
the non-breaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party.
22
(m) No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
(n) Remedies.
In
addition to being entitled to exercise all rights provided herein or granted
by
law, including recovery of damages, the Buyer and the Company will be entitled
to specific performance under this Agreement. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of
any
breach of obligations described in the foregoing sentence and hereby agree
to
waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.
(o) ANTI
MONEY LAUNDERING REQUIREMENTS
|
The
USA PATRIOT Act
|
What
is money laundering?
|
How
big is the problem and why is it important?
|
||
|
The
USA PATRIOT Act is designed to detect, deter, and punish terrorists
in the
United States and abroad. The Act imposes new anti-money laundering
requirements on brokerage firms and financial institutions. Since
April
24, 2002 all brokerage firms have been required to have new, comprehensive
anti-money laundering programs.
To
help you understand theses efforts, we want to provide you with
some
information about money laundering and our steps to implement the
USA
PATRIOT Act.
|
Money
laundering is the process of disguising illegally obtained money
so that
the funds appear to come from legitimate sources or activities.
Money
laundering occurs in connection with a wide variety of crimes,
including
illegal arms sales, drug trafficking, robbery, fraud, racketeering,
and
terrorism.
|
The
use of the U.S. financial system by criminals to facilitate terrorism
or
other crimes could well taint our financial markets. According
to the U.S.
State Department, one recent estimate puts the amount of worldwide
money
laundering activity at $1 trillion a
year.
|
23
|
What
are we required to do to eliminate money
laundering?
|
||
|
Under
new rules required by the USA PATRIOT Act, our anti-money laundering
program must designate a special compliance officer, set up employee
training, conduct independent audits, and establish policies and
procedures to detect and report suspicious transaction and ensure
compliance with the new laws.
|
As
part of our required program, we may ask you to provide various
identification documents or other information. Until you provide
the
information or documents we need, we may not be able to effect
any
transactions for you.
|
|
[REMAINDER
PAGE INTENTIONALLY LEFT BLANK]
24
IN
WITNESS WHEREOF,
the
Buyers and the Company have caused this Securities Purchase Agreement to be
duly
executed as of the date first written above.
|
COMPANY:
|
||
|
UFood
Franchise Company
|
||
|
By:
|
||
|
Name:
Xxxxx Xxxx
|
||
|
Title:
Chief
Executive Officer
|
||
|
BUYERS:
|
|
The
Buyers executing the Signature Page in the form attached hereto as
Annex
A
and delivering the same to the Company or its agents shall be deemed
to
have executed this Agreement and agreed to the terms
hereof.
|
25
Annex
A
Buyer
Counterpart Signature Page
The
undersigned, desiring to: (i) enter into the Securities Purchase Agreement
dated
as of September ___1,
2007
(the “Agreement”),
between the undersigned, UFood Franchise Company (f/k/a Axxent Media
Corporation), a Nevada corporation (the “Company”),
and
the other parties thereto, in or substantially in the form furnished to the
undersigned and (ii) purchase the Convertible Notes of the Company as set forth
below, hereby agrees to purchase such Convertible Notes from the Company and
further agrees to join the Agreement as a party thereto, with all the rights
and
privileges appertaining thereto, and to be bound in all respects by the terms
and conditions thereof. The undersigned specifically acknowledges having read
the representations section in the Agreement entitled “Buyer’s Representations
and Warranties,” and hereby represent that the statements contained therein are
complete and accurate with respect to the undersigned as a Buyer.
The
Buyer
hereby elects to purchase $____________ Convertible Notes (to be completed
by
the Buyer) under the Securities Purchase Agreement.
|
Name
of Buyer:
|
|
|
If
an entity:
|
|
|
Print
Name of Entity:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
If
an individual:
|
|
|
Print Name:
|
|
|
Signature:
|
|
|
All
Buyers:
|
|
|
Address:
|
|
|
Telephone No.:
|
|
|
Facsimile
No.:
|
|
|
Email
Address:
|
1 Will
reflect the Closing Date. Not to be completed by
Buyer.
SCHEDULE
I
SCHEDULE
OF BUYERS
|
Name
|
Amount
of Subscription
|
|
UFOOD
FRANCHISE COMPANY
ACCREDITED
INVESTOR CERTIFICATION
For
Individual Investors Only
(all
Individual Investors must INITIAL
where appropriate):
|
Initial
_______
|
I
have a net worth (including home, furnishings and automobiles) of
at least
$1 million either individually or through aggregating my individual
holdings and those in which I have a joint, community property or
other
similar shared ownership interest with my spouse.
|
|
Initial
_______
|
I
have had an annual gross income for the past two years of at least
$200,000 (or $300,000 jointly with my spouse) and expect my income
(or
joint income, as appropriate) to reach the same level in the current
year.
|
|
Initial
_______
|
I
am a director or executive officer of UFood Franchise Company (f/k/a
Axxent Media Corporation).
|
For
Non-Individual Investors
(all
Non-Individual Investors must INITIAL
where appropriate):
|
Initial
_______
|
The
investor certifies that it is a partnership, corporation, limited
liability company or business trust that is 100% owned by persons
who meet
at least one of the criteria for Individual Investors set forth
above.
|
|
Initial
_______
|
The
investor certifies that it is a partnership, corporation, limited
liability company or business trust that has total assets of at least
$5
million and was not formed for the purpose of investing the
Company.
|
|
Initial
_______
|
The
investor certifies that it is an employee benefit plan whose investment
decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
a bank, savings and loan association, insurance company or registered
investment advisor.
|
|
Initial
_______
|
The
investor certifies that it is an employee benefit plan whose total
assets
exceed $5,000,000 as of the date of this Agreement.
|
|
Initial
_______
|
The
undersigned certifies that it is a self-directed employee benefit
plan
whose investment decisions are made solely by persons who meet at
lease
one of the criteria for Individual Investors.
|
|
Initial
_______
|
The
investor certifies that it is a U.S. bank, U.S. savings and loan
association or other similar U.S. institution acting in its individual
or
fiduciary capacity.
|
|
Initial
_______
|
The
undersigned certifies that it is a broker-dealer registered pursuant
to
§15 of the Securities Exchange Act of 1934.
|
|
Initial
_______
|
The
investor certifies that it is an organization described in §501(c)(3) of
the Internal Revenue Code with total assets exceeding $5,000,000
and not
formed for the specific purpose of investing in the
Company.
|
|
Initial
_______
|
The
investor certifies that it is a trust with total assets of at least
$5,000,000, not formed for the specific purpose of investing in the
Company, and whose purchase is directed by a person with such knowledge
and experience in financial and business matters that such person
is
capable of evaluating the merits and risks of the prospective
investment.
|
|
Initial
_______
|
The
investor certifies that it is a plan established and maintained by
a state
or its political subdivisions, or any agency or instrumentality thereof,
for the benefit of its employees, and which has total assets in excess
of
$5,000,000.
|
|
Initial
_______
|
The
investor certifies that it is an insurance company as defined in
§2(13) of
the Securities Act of 1933, or a registered investment
company.
|
UFOOD
FRANCHISE COMPANY
Investor
Profile
(Must
be completed by Investor)
Section
A - Personal Investor Information
|
Investor Name(s):
|
|
Individual executing Profile or Trustee:
|
|
Date
of Birth:
|
Marital
Status:
|
|
Joint
Party Date of Birth:
|
Investment
Experience (Years):
|
|
Annual
Income:
|
Liquid
Net Worth:
|
|
Net
Worth:
|
Tax
Bracket: _____
15%
or below _____
25%
- 27.5% _____
Over 27.5%
|
Investment Objectives (circle one or more):
|
Preservation
of Capital, Income, Capital Appreciation, Trading Profits, Speculation
or
Other (please specify) * See definitions on following
page
|
|
Home
Street Address:
|
|||||
|
Home
City, State & Zip Code:
|
|||||
|
Home
Phone:
|
Home
Fax:
|
Home
Email:
|
|
Employer:
|
|||||
|
Employer
Street Address:
|
|||||
|
Employer
City, State & Zip Code:
|
|||||
|
Bus.
Phone:
|
Bus.
Fax:
|
Bus.
Email:
|
|
Xxxxxxx
Xxxxx Account Executive / Outside Broker/Dealer:
|
|||||
Section
B – Certificate Delivery Instructions
|
____
|
Please
deposit Certificate in my Xxxxxxx Xxxxx Account #
______________________________________
|
|
____
|
Please
open a Xxxxxxx Xxxxx account and subsequently deposit my certificate
in
it.
|
|
____
|
Please
deliver certificate to the Employer Address listed in Section
A.
|
|
____
|
Please
deliver certificate to the Home Address listed in Section
A.
|
|
____
|
Please
deliver certificate to the following address:
____________________________________________
|
Section
C – Form of Payment - Check or Wire Transfer
|
____
|
Check
payable to Signature Bank, As Agent for UFood Franchise
Company.
|
|
____
|
Wire
funds from my outside account according to Section 1(a) of the Securities
Purchase Agreement.
|
|
____
|
Wire
funds from my Xxxxxxx Xxxxx Account - See Following
Page.
|
|
____
|
The
funds for this investment are rolled over, tax deferred from __________
within the allowed 60 day window.
|
Please
check if you are a NASD member or affiliate of a NASD member firm:
____
|
Investor
Signature
|
Date
|
Investment
Objectives:
The
typical investment listed with each objective are only some examples of the
kinds of investments that have historically been consistent with the listed
objectives. However, neither UFood Franchise Company nor Xxxxxxx Xxxxx Ventures,
Inc. can assure that any investment will achieve your intended objective. You
must make your own investment decisions and determine for yourself if the
investments you select are appropriate and consistent with your investment
objectives.
Neither
UFood Franchise Company nor Xxxxxxx Xxxxx Ventures, Inc. assumes responsibility
to you for determining if the investments you selected are suitable for
you.
Preservation
of Capital:
An
investment objective of Preservation
of Capital
indicates you seek to maintain the principal value of your investments and
are
interested in investments that have historically demonstrated a very low degree
of risk of loss of principal value. Some examples of typical investments might
include money market funds and high quality, short-term fixed income
products.
Income:
An
investment objective of
Income indicates
you seek to generate from investments and are interested in investments that
have historically demonstrated a low degree of risk of loss of principal value.
Some examples of typical investments might include high quality, short and
medium-term fixed income products, short-term bond funds and covered call
options.
Capital
Appreciation:
An
investment objective of Capital
Appreciation
indicates you seek to grow the principal value of your investments over time
and
are willing to invest in securities that have historically demonstrated a
moderate to above average degree of risk of loss of principal value to pursue
this objective. Some examples of typical investments might include common
stocks, lower quality, medium-term fixed income products, equity mutual funds
and index funds.
Trading
Profits:
An
investment objective of Trading
Profits
indicates you seek to take advantage of short-term trading opportunities, which
may involve establishing and liquidating positions quickly. Some examples of
typical investments might include short-term purchases and sales of volatile
or
low prices common stocks, put or call options, spreads, straddles and/or
combinations on equities or indexes. This is a high-risk strategy.
Speculation:
An
investment objective of Speculation
indicates
you seek a significant increase in the principal value of your investments
and
are willing to accept a corresponding greater degree of risk by investing in
securities that have historically demonstrated a high degree of risk of loss
of
principal value to pursue this objective. Some examples of typical investments
might include lower quality, long-term fixed income products, initial public
offerings, volatile or low priced common stocks, the purchase or sale of put
or
call options, spreads, straddles and/or combinations on equities or indexes,
and
the use of short-term or day trading strategies.
Other:
Please
specify.
Memorandum
Wire
Transfer Authorization
|
TO:
|
Xxxxx
Xxxxx - Operations Manager
|
|
Xxxxxxx
Xxxxx Ventures, Inc.
|
|
|
RE:
|
Client
Wire Transfer Authorization
|
|
UFOOD
FRANCHISE COMPANY
|
DATE:
_______________
___________________________________________________________________________________
This
memorandum authorizes the transfer of the following listed funds from my Xxxxxxx
Xxxxx Brokerage Account as follows:
|
Xxxxxxx
Xxxxx Brokerage Account #
|
|
|
Wire
Amount
|
$
|
|
BANK
NAME:
|
SIGNATURE
BANK
|
|
000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
|
|
|
ABA
NUMBER:
|
000000000
|
|
A/C
NAME:
|
SIGNATURE
BANK, AS ESCROW AGENT FOR UFOOD FRANCHISE
COMPANY
|
|
A/C
Number:
|
1500
974482
|
|
REFERENCE:
|
|
SUBSCRIBER
LEGAL NAME
|
|
TAX
ID NUMBER
|
|
SUBSCRIBER
ADDRESS
|
|
FBO:
|
|
|
Investment Title:
|
|
|
Signature:
|
|
|
Signature:
|
|
|
(Joint
Signature)
|
