EXHIBIT 10.3
SUBSCRIPTION AGREEMENT
July 15, 0000
XxxxXxx Xxxx.
Xxxxxx, XX
Attn: Mr. Xxxxxx Xxxxxx
Re: Purchase of Shares of DataMeg Corp. Common Stock
Gentlemen:
1. (a) The undersigned hereby subscribes for shares of DataMeg Corp
Common Stock, par value $0.01 per share (the "shares") at a purchase price per
share for to be determined a total purchase price of $ 2,500,000.00.
(b) The undersigned will effectuate a wire transfer concurrently herewith to
the Company's Account for the full purchase price.
2. To induce the Company to accept this subscription, the undersigned
hereby agrees that within five (5) days after receipt of written request from
the Company, the undersigned will provide such information and execute and
deliver such documents as the Company may reasonably request to comply with any
and all laws and ordinances to which the Company may be subject, including,
without limitation, the securities laws of the United States of America or any
other jurisdiction.
3. To induce the Company to accept this subscription, the undersigned
hereby represents, warrants and agrees that:
(a) The information provided by the undersigned in the Confidential
Purchaser Questionnaire enclosed herewith, and any other information provided to
the Company by the undersigned, is true and correct in all material respects as
of the date hereof and will be true and correct in all material respects as of
the Closing (or, if there have been any changes in such information since the
date, the undersigned has advised the Company in writing of such changes).
(b) The undersigned, if an individual, is over 21 years of age, and the
address set forth below is the true residence and domicile of the undersigned;
and the undersigned has no present intention of becoming a resident or
domiciliary of any other state or jurisdiction. If a corporation, trust,
partnership or other entity, the undersigned has its principal place of business
at the address set forth below.
(c) The undersigned has reviewed the Company's current public reports as on
file with the Securities and Exchange Commission.
(d) The undersigned has had an opportunity to ask questions of and receive
answers from the Company concerning the Company and all other matters pertinent
to an investment in the Securities, and all such questions have been answered to
the full satisfaction of the undersigned. The undersigned has been given access
to the Company's books and records and all other documents and information that
the undersigned has requested relating to an investment in the Securities.
(e) No representations or warranties have been made to the undersigned by
the Company or any agent, employee or affiliate thereof. In entering into this
transaction, the undersigned is not relying upon any information other than the
results of the undersigned's own investigation.
(f) The undersigned understands that the Securities have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or under
any state blue sky or securities law, in reliance on exemptions thereunder, that
they have not been approved or disapproved by the Securities and Exchange
Commission or by any other federal or state authority or agency of any
jurisdiction, and that no such authority or agency has passed on the accuracy or
adequacy of the Memorandum. However, the undersigned and the Company agree that
the Company shall expeditiously cause to be prepared a registration statement
registering the Securities and shall file such registration statement with the
Securities and Exchange Commission.
(g) The undersigned is acquiring the Securities for the undersigned's own
account, for investment purposes only, and not for, with a view to or in
connection with any resale or other distribution thereof, in whole or in part.
(h) The undersigned has not employed or dealt with a broker or finder, or
any other similar person or entity who may be entitled to compensation, in
connection with this proposed purchase of the Securities.
(i) The undersigned has carefully considered and has, to the extent he
believes appropriate, discussed with his professional legal, tax and financial
advisors the suitability of an investment in the Company for his particular tax
and financial situation and has determined that the Securities are a suitable
investment for him.
(j) The undersigned (either alone, or if the undersigned has designated one
or more Investor Representatives, together with such Investor Representative(s))
has such knowledge and experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of an investment in
the Company.
(k) The undersigned is an "accredited investor," as such term is defined in
Rule 501 promulgated by the Securities and Exchange Commission under the
Securities Act.
(1) The undersigned acknowledges and understands that:
(i) The Securities are a speculative investment and
involve substantial risks.
(ii) The Company has limited financial resources and
operating history.
(iii) Until such time as the Securities become registered,
the Securities will constitute "restricted securities"
within the meaning of Rule 144 promulgated under the
Securities Act; there are substantial restrictions on the
transferability of the Securities; there will be no public
market for the shares. The Securities cannot be resold
unless they are registered under the Securities Act or
unless an exemption from registration is available and
accordingly, it may not be possible for the undersigned to
liquidate the undersigned's investment in the Securities
when the undersigned wants to do so.
(m) The undersigned is able:
(i) to bear the full economic risk of an investment in
the Securities;
(ii) to hold the Securities indefinitely; and
(iii) to afford a complete loss of the undersigned's investment
in the Securities.
(n) If this Subscription Agreement is executed and delivered on behalf of a
partnership, corporation, trust or other entity.
(i) the execution and delivery of this Subscription Agreement, the
Confidential Purchaser Questionnaire and any other instruments
executed and delivered on behalf of such partnership, corporation,
trust or other entity, and the purchase of the Securities by such
entity, have been duly authorized;
(ii) this Subscription Agreement is binding upon such partnership,
corporation, trust or other entity; and
(iii) such partnership, corporation, trust or other entity was not
formed for the specific purpose of investing in the Company.
4. The undersigned acknowledges that the undersigned understands the
meaning and legal consequences of the representations and warranties contained
in paragraph 3 hereof, and that the Company intends to rely upon them. The
undersigned hereby agrees to indemnify and hold harmless the Company and each
director, officer or agent thereof from and against any and all losses, damages,
liabilities and expenses arising out of or in connection with any breach of, or
inaccuracy in, any representation or warranty of the undersigned, whether
contained in this Subscription Agreement or otherwise. The Company hereby also
agrees to indemnify and hold harmless the undersigned from and against any and
all losses, damages, liabilities and expenses arising out of or in connection
with any breach of, or inaccuracy in, any representation or warranty of the
Company, whether contained in this Subscription Agreement or otherwise.
5. The undersigned hereby agrees that the Company or its transfer agent(s)
may not maintain "stop transfer" orders with respect to the Securities and that
in addition to any other legends which counsel for the Company shall deem
necessary or desirable to cause the sale of the Securities to the undersigned to
be exempt under the blue sky or securities laws of any state, each of the
Securities will bear a conspicuous legend in substantially the following form:
The securities represented hereby have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"),
or under the provisions of any applicable state securities laws,
and may not be sold, pledged, hypothecated or otherwise transferred
unless (i) a registration statement with respect thereto is effective
under the Securities Act or (ii) the Company has received an
opinion of counsel reasonably satisfactory to the Company that
such registration is not required.
6. (a) This Subscription Agreement is not transferable or assignable by
the undersigned. Except as otherwise provided by applicable law, this
Subscription Agreement may not be revoked or canceled by the undersigned, unless
the Company in its sole discretion consents to revocation or rejects the
subscription.
(b) The representations, warranties, understandings and acknowledgements in
this Agreement are true and accurate as of the date hereof, shall be true and
accurate on the date of the acceptance hereof by the Company and shall survive
thereafter.
(c) All notices or other communications to be given or made hereunder shall
be in writing and shall be delivered personally or mailed, by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned or
to the Company as the case may be, at their respective addresses set forth
herein.
(d) This Subscription Agreement shall be governed by, and construed and enforced
in accordance with, the substantive laws of the State of New York without regard
to its principles of conflicts of laws.
This Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and supersedes all prior or contemporaneous
agreements, representations, warranties and understandings in connection
therewith. This Agreement may be amended only by a writing executed by all
parties hereto.
7. The Purchaser will execute purchases of the shares of the Common Stock
on a schedule determined by the Purchasers as adequate business milestones
achieved by the Company. This determination is solely made by the Purchaser and
the Purchaser is not obligated to fulfill the total investment as described in
the event the Company fails to achieve the milestones as determined by the
Purchaser.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as
an instrument under seal on the date set forth below.
Xxxxxxx X. Xxxxxxxx
Name of Subscriber
/s/ Xxxxxxx X. Xxxxxxxx
Signature
Date 7/15/03
N/A
Title (if the subscriber is not a natural
Person)
Amount of Investment $2,500,000
Please print information below exactly as you wish it to appear in the records
of the Company.
Xxxxxxx X. Xxxxxxxx
Name and capacity in which subscription is made.
see next page for particular requirements
ADDRESS:
Number and Street
City State Zip Code
