STOCK SUBSCRIPTION AGREEMENT
EXHIBIT
4.3
The
undersigned hereby offers to subscribe for the number of shares of Common Stock
(the “Shares”) of REGENT’S SECRET, INC. (the “Company”), par
value $0.001 per share, set forth on the signature page of this Subscription
Agreement at a price of $0.12 per Share.
By
execution of this Subscription Agreement, the undersigned hereby acknowledges
that the undersigned understands that the Company is relying upon the accuracy
and completeness hereof in complying with its obligations under applicable
federal and state securities laws.
The
undersigned agrees and represents as follows:
1.
Representations, Warranties and Agreements.
The
undersigned hereby represents and warrants to, and agrees with, the Company,
as
follows:
(a) That
the undersigned is aware of the following:
(1) The
Shares are speculative investments which involve a substantial degree of risk
of
loss by the undersigned of the undersigned's entire investment in the Company
and that the undersigned understands and takes full cognizance of the risk
factors related to the purchase of the Shares;
(2) The
Company is newly formed and has not had any operating history and may operate
at
a loss and may do so for the foreseeable future;
(3) There
are significant restrictions on the transferability of the Shares; the Shares
will not be, and the investors will have no rights to require that the Shares
be
registered under the Securities Act of 1933, as amended (the “Act”) or any state
securities laws; there is no public market for the Shares and none is expected
to develop; and, accordingly, it may not be possible for the undersigned to
liquidate the undersigned's investment in the Company;
(4) No
federal or state agency has made any findings as to the fairness of the terms
of
the offering; and
(5) Any
projections or predictions that may have been made available to investors are
based on estimates, assumptions and forecasts which may prove to be incorrect;
and no assurance is given that actual results will correspond with the results
contemplated by the various projections.
(6) THE
SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
ACT
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES
ARE
REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE.
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(b) That
at no time has it been explicitly or implicitly represented, guaranteed or
warranted to the undersigned by the Company or any of its agents or employees
of
the Company, or any other person: (1) that the undersigned will or will not
have
to remain as owner of the Shares an exact or approximate length of time; (2)
that a percentage of profit and/or amount or type of consideration will be
realized as a result of this investment; (3) that any cash dividends from
Company operations or otherwise will be made to shareholders by any specific
date or will be made at all; or (4) that any specific tax benefits will accrue
as a result of an investment in the Company;
(c) That
the undersigned is financially responsible, able to meet all obligations
hereunder, and acknowledges that this investment will be long-term and is by
nature speculative;
(d) That
the undersigned has received and carefully read and is familiar with this
Subscription Agreement and the undersigned confirms that all documents, records
and books pertaining to the investment in the Company have been made available
to the undersigned and/or to the undersigned's personal investment, tax and
legal advisers, if such advisers were utilized by the undersigned;
(e) That
the undersigned has relied only on the information provided by the Company
and
that no written or oral representation or information has been made or furnished
to the undersigned or to the undersigned's purchaser representative in
connection with the offering of the Shares, and if so made, has not been relied
upon;
(f) That
the undersigned is capable of bearing the high degree of economic risks and
burdens of this venture including, but not limited to, the possibility of
complete loss of investment and the lack of a public market which may make
it
impossible to readily liquidate the investment whenever desired;
(g) That
while the undersigned is not an “accredited investor” as that term is defined in
Regulation D under the Act, the undersigned is otherwise a knowledgeable
investor;
(h) That
the undersigned has knowledge and experience in financial and business matters
(either alone or with the aid of a purchaser representative), is capable of
evaluating the merits and risks of an investment in the Company and its proposed
activities and has carefully considered the suitability of an investment in
the
Company for the undersigned's particular financial situation, and has determined
that the Shares are a suitable investment;
(i) That
the offer to sell Shares was communicated to the undersigned by the Company
in
such a manner that the undersigned was able to ask questions of and receive
answers from the Company concerning the terms and conditions of this transaction
and that at no time was the undersigned presented with or solicited by any
leaflet, public promotional meeting, newspaper or magazine article, radio or
television advertisement or any other form of advertising or general
solicitation;
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(j) That
the Shares for which the undersigned hereby subscribes are being acquired solely
for the undersigned's own account, for investment, and are not being purchased
with a view to or for the resale, distribution, subdivision or fractionalization
thereof; and the undersigned agrees that such Shares will not be sold without
registration under the Act or an exemption therefrom. In furtherance
thereof, the undersigned will not sell, hypothecate or otherwise transfer the
undersigned's Shares unless the Shares are registered under the Act and
qualified under applicable state securities laws or unless, in the opinion
of
the Company, an exemption from the registration requirements of the Act and
such
laws is available;
(k) That
the undersigned has had prior personal or business relationships with the
Company or its affiliates, or by reason of the undersigned's business or
financial experience (either alone or with the aid of a purchaser
representative), the undersigned has the capacity to protect the undersigned's
own interest in connection with this transaction;
(l) That
the undersigned has been advised to consult with the undersigned's own attorney
regarding legal matters concerning an investment in the Company and has done
so
to the extent the undersigned considers necessary;
(m) That
the undersigned certifies, under penalty of perjury, (i) that the social
security or Tax Identification Number set forth herein is time, correct and
complete, and (ii) that the undersigned is not subject to backup withholding
either because the undersigned has not been notified that the undersigned is
subject to backup withholding as a result of a failure to report all interest
or
dividends, or the Internal Revenue Service has notified the undersigned that
the
undersigned is no longer subject to backup withholding; and
(n) That
the undersigned acknowledges that the information received related to the
Company reflects the Company's current intentions and estimates at the current
time, and as with any developing company, the precise elements of the Company's
plans can be expected to change from time to time.
2. Indemnification. The
undersigned shall indemnify, defend and hold harmless the Company, and any
officers, employees, shareholders, partners, agents, directors or controlling
persons of the Company (collectively the “Indemnified Parties” and individually
an “Indemnified Party”) who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against losses,
liabilities and expenses of each Indemnified Party (including attorneys' fees,
judgments, fines and amounts paid in settlement, payable as incurred) incurred
by such person or entity in connection with such action, arbitration, suit
or
proceeding, by reason of or arising from (i) any misrepresentation or
misstatement of facts or omission to represent or state facts made by the
undersigned, including, without limitation, the information in this Subscription
Agreement; or (ii) litigation or other proceeding brought by the undersigned
against one or more Indemnified Party wherein the Indemnified Party is the
prevailing party.
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3. Entity
Investors. If the undersigned is an entity, trust, pension fund
or XXX account (an “Entity”), the Entity and the person signing on its behalf
represent and warrant that: (i) such Entity is an existing entity,
and has not been organized or reorganized for the purpose of making this
investment (or if not true, such fact shall be disclosed to the Company in
writing along with information concerning the beneficial owners of the Entity);
(ii) the undersigned has the authority to execute this Subscription Agreement,
and any other documents in connection with an investment in the Shares, on
the
Entity's behalf; (iii) the Entity has the power, right and authority to invest
in the Shares and enter into the transactions contemplated thereby, and that
the
investment is suitable and appropriate for the Entity and its beneficiaries
(given the risks and illiquid nature of the investment); and (iv) all documents
executed by the entity in connection with the Company are valid and binding
documents or agreements of the Entity enforceable in accordance with their
terms.
4. Revocation. The
undersigned agrees that the undersigned may not cancel, terminate or revoke
the
offer to subscribe for shares or any agreement hereunder at any time and that
this Agreement shall survive the death or disability of the undersigned and
shall be binding upon the undersigned's heirs, executors, administrators,
beneficiaries, successors and assigns.
5. Certain
Securities Law Matters.
(a) The
Shares shall not be sold, assigned, transferred or pledged except upon
satisfaction of the conditions specified in this Section 5, which conditions
are
intended to ensure compliance with the provisions of the Act. The
undersigned will cause any proposed purchaser, assignee, transferee or pledgee
of the Shares held by the undersigned to agree to take and hold such securities
subject to the provisions and conditions of this Section 5.
(b)
Each certificate representing (i) the Shares; and (ii) any other securities
issued in respect of the Shares upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted by the provisions of Section 5(c) below) be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities
laws):
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES
AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
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The
undersigned consents to the Company making a notation on its records and giving
instructions to any transfer agent of the Shares in order to implement the
restrictions on transfer established in this Section 5.
(c) The
undersigned agrees to comply in all respects with the provisions of this Section
5. Prior to any proposed sale, assignment, transfer or pledge of any
Shares, unless there is in effect a registration statement under the Act
covering the proposed transfer, the undersigned thereof shall give written
notice to the Company of the undersigned's intention to effect such transfer,
sale, assignment or pledge. Each such notice shall describe the
manner and circumstances of the proposed transfer, sale, assignment or pledge
in
sufficient detail, and shall be accompanied, at the undersigned's expense
evidence satisfactory to the Company the effect that the proposed transfer
of
the Shares may be effected without registration under the Act or applicable
state securities law.
6. Investor
Information
The
Company may only accept subscriptions from persons who meet certain suitability
standards. Therefore, certain information is requested, as
follows:
(a) Name:
Age:
Social
Security Number/Tax ID Number:
(b) Home
Address:
Home
Telephone Number:
(c) Firm
Name:
Nature
of
Business:
Position/Title:
Business
Address:
Zip
Code:
Business
Telephone
Number:
(d) Send
Correspondence
to: Home Business
(e) State
or jurisdiction of
residence:
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(f)
|
List
any other information you believe is relevant in showing that you
are able
to adequately evaluate the risks and merits of this
investment:
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7. Miscellaneous.
(a) All
notices or other communications given or made hereunder shall be in writing
and
shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the Company at the address set forth on the
instructions page hereof and to the undersigned at the address set forth on
the
signature page hereof.
(b) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware, without reference to conflict of law principles.
(c) This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes any prior or contemporaneous
understandings, representations, warranties or agreements (whether oral or
written) and may be amended only by a writing executed by all
parties.
(d) The
undersigned acknowledges that the Company may, in its sole and absolute
discretion, accept or reject this subscription offer in whole or in
part.
8. Certification.
The
undersigned represents to the Company that (i) the information contained herein
is complete and accurate on the date hereof and may be relied upon by the
Company; and (ii) the undersigned will notify the Company immediately of any
change in any of such information occurring prior to the acceptance of the
subscription and will promptly send to the Company written confirmation of
such
change. The undersigned hereby certifies that he/she has read and
understands this Subscription Agreement.
9. Confidentiality.
The
undersigned hereby agrees to keep
confidential, any and all information related to the Company or the facts
surrounding the investment in the Company for the earlier of a period of one
year (1) from the date hereof or until the information is no longer considered
confidential by the Company; provided, however, the undersigned may disclose
such investment to his or her advisors as necessary for tax or financial
planning purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE
FOLLOWS.]
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IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this
____ day of _____, 2007.
Number
of
Shares Subscribed
for NAME
OF PURCHASER
at
$0.12
per share.
$
Total
Purchase
Price Signature
Title of Authorized Signatory if Purchaser
Is a corporation, partnership or other entity
Signature
of Spouse or
Co-owner
Accepted
by Company:
REGENT’S
SECRET, INC.
By:
Name:
Xxxx Xxxxxxxxx
Title:
Secretary
Date:
_________, 2007
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