EXHIBIT 10.2
SUBSCRIPTION AGREEMENT
M.E.R.Corporation
2400, 00000 Xxxxxx Xxx.,
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attn: Xxxxxx Xxxxxxx
1. APPLICATION. The undersigned ("Investor"), intending to be legally
bound, hereby subscribes for ______________ Shares of the $.001 par value Common
Stock ("Securities") of M.E.R., Inc, a Nevada corporation (the "Company") at a
purchase price of ten cents($0.10) per Share, equaling a total price of
_______________________________ Dollars ($____________).
The undersigned understands that his/her Subscription to purchase
Securities may be accepted or rejected in whole or in part by the Company in its
sole discretion. This Subscription is and shall be irrevocable, and none of the
purchase price paid shall be refundable, unless the Company rejects your
Subscription. Enclosed is the undersigned's check made payable to Manufacturers
and Traders Trust Company/M.E.R.Corporation Escrow Account" and has been
forwarded to the escrow account in the self-addressed stamped envelope that has
been provided for convenience. The Investor may also elect to submit his
subscription funds to the escrow account VIA wire transfer as provided in this
Agreement.
2. REPRESENTATIONS AND WARRANTIES. The undersigned represents and warrants
as follows:
(a) The undersigned and/or advisors have had a reasonable opportunity to ask
questions and receive answers from the Company concerning the Securities.
(b) The undersigned is able to bear the economic risks of an investment in the
Securities for an indefinite period and at the present time could afford
the loss of such investment.
(c) The undersigned understands that an investment in the Securities involves
certain risks and has the knowledge and experience in financial and
business matters generally such that the undersigned is capable of
evaluating the merits and risks of an investment in the Securities.
(d) The undersigned understands and acknowledges that the Securities have not
been registered for sale under the Securities Act of 1933, as amended (the
"Act"), or under certain state securities laws in reliance upon exemptions
therefrom for non-public offerings, and that the Securities may not be sold
or transferred unless the sale or transfer is subsequently registered or an
exemption from such registration is available, and there are no assurances
that there will be a public market available to sell or dispose of the
Securities.
(e) The Securities are being purchased solely for the undersigned's account,
for investment purposes only and not with a view to the distribution of
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said Securities and not with a view to assignment or resale thereof, and no
other person will have a direct or indirect beneficial interest in such
Securities.
(f) The undersigned, if a corporation, partnership, trust or other entity is
authorized and otherwise duly qualified to purchase and hold the Securities
and to enter into this Subscription Agreement.
3. INDEMNIFICATION. The undersigned agrees to indemnify and hold harmless
the Company and its agents, representatives and employees from and against all
liability, damage, loss, cost, fee and expense (including reasonable attorneys'
fees) which they may incur by reason of the failure of the undersigned to
fulfill any of the terms or conditions of this Subscription Agreement, or by
reason of any inaccuracy or omission in the information furnished by the
undersigned herein or any breach of the representations and warranties made by
the undersigned herein, or in any document provided by the undersigned to the
Company.
4. MISCELLANEOUS.
(a) This Subscription Agreement shall survive the death or disability of the
undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted assigns.
(b) This Subscription Agreement has been duly and validly authorized, executed
and delivered by the undersigned and constitutes the valid, binding and
enforceable agreement of the undersigned. If this Subscription Agreement is
being completed on behalf of a corporation, partnership, or trust, it has
been completed and executed by an authorized corporate officer, general
partner, or trustee.
(c) This Subscription Agreement referred to herein constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof and together supersede all prior discussions or agreements relating
to the purchase of these Securities.
(d) Within five (5) days after receipt of a written request from the Company,
the undersigned agrees to provide such information, to execute and deliver
such documents and to take, or forbear from taking, such actions or provide
such further assurances as reasonably may be necessary to correct any
errors in documentation or to comply with any and all laws to which the
Company is subject.
(e) The Company shall be notified immediately of any change in any of the
information contained above occurring prior to the undersigned's purchase
of the Securities or at any time thereafter for so long as the undersigned
is a holder of the Securities.
5. REPRESENTATIONS. The undersigned hereby additionally represents and
warrants that:
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(I) The undersigned is purchasing for his/her/its own account and not on
behalf of any other person.
(II) The undersigned will not sell or assign the Securities except in
accordance with the provisions of the Securities Act of 1933, as amended,
or pursuant to the registration Requirements under the Act, or pursuant to
an available exemption under the Act such as Rule 144, which requires a
prior holding period of not less than one year from date of purchase.
(III) The undersigned, in evaluating the merits and risks of this
investment, has determined that this investment is suitable for the
undersigned's participation, and the undersigned has received and reviewed
all pertinent documents requested by the undersigned.
(IV) Share certificates shall bear an appropriate restrictive legend that
restricts the further sale or assignment of the Securities except in
accordance with the foregoing provisions set forth above.
(V) The undersigned is aware that there is no public market for the
Company's Securities that the transfer of Securities is subject to certain
restrictions according to law and that, as a consequence, it may not be
possible for the undersigned to liquidate the Securities, which may have to
be held indefinitely, which makes this offering an illiquid investment.
(VI) The undersigned is able to bear the economic risk of the investment
and has such business or financial experience as to be capable of
evaluating the merits and risks of investing in the Company.
(VII) The undersigned is aware that an investment in the Company involves
certain material risks.
(VIII) The undersigned, in evaluating the merits and risks of an investment
in the Securities, has been encouraged to seek the advice of his or her own
personal tax and legal counsel, and has not relied upon any representations
concerning this investment.
(IX) The undersigned has had the opportunity to personally ask questions of
and receive answers from duly qualified agents and representatives of the
Company and to verify the accuracy and completion of all material
information about the Company, its business, officers, directors and
founders, and the terms and conditions under which the Securities are being
acquired.
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6. ACCREDITED INVESTOR CERTIFICATION. The undersigned further represents
and warrants as indicated below:
(Please xxxx one or more of the seven following statements)
[ ] 1. I am a natural person who had individual income of more than $200,000
in each of the most recent two years, or joint income with my spouse in
excess of $300,000 in each of the most recent two years, and reasonably
expect to reach that same income level for the current year. The term
"income", for purposes of this Subscription Agreement, shall be computed
as follows: individual adjusted gross income, as reported (or to be
reported) on a federal income tax return, increased by (1) any deduction
of long-term capital gains under Section 1202 of the current Internal
Revenue Code (the "Code"), (2) any deduction for depletion under Section
611 of the Code, (3) any exclusion for interest under Section 103 of the
Codes and (4) any losses of a partnership as reported on Schedule E of
Form 1040);
[ ] 2. I am a natural person whose individual net worth (i.e., total assets in
excess of total liabilities), or joint net worth with my spouse, will at
the time of purchase of the Securities be in excess of $1,000,000;
[ ] 3. The Investor is a trust, which trust has total assets in excess of
$5,000,000, which is not formed for the specific purpose of acquiring
the Securities being offered and whose purchase is directed by a
sophisticated person as described in Rule 506(b)(ii) of Regulation D and
who has such knowledge and experience in financial and business matters
that he is capable of evaluating the risks and merits of an investment
in the Securities;
[ ] 4. The Investor is an employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974, and either (a)
the investment decision will be made by a plan fiduciary, as defined in
Section 3 (21) of such Act, which is either a bank, insurance company,
or a registered investment adviser; or (b) the employee benefit plan has
total assets in excess of $5,000,000; or (c) the employee benefit plan
is a self-directed plan, within the meaning of Title I of such act, and
the person directing the purchase is an Accredited Investor. *
[ ] 5. The Investor otherwise satisfies the requirements of Section 501(a)(1),
or satisfying the requirements of Section 501(a)(2) or (3) of Regulation
D promulgated under the Act, which includes but is not limited to, a
self-directed employee benefit plan where investment decisions are made
solely by persons who are "Accredited Investors" as otherwise defined in
Regulation D;
[ ] 6. I am a Director or Executive Officer of the Company; or
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[ ] 7. The Investor is an entity (other than a trust) in which all of the
equity owners meet the requirements of at least one of the above
subparagraphs.
The undersigned has executed this Subscription Agreement this _______ day
of ___________________________, 2004.
_________________________ x $per share = $_________________ USD
(Shares being purchased) (Subscription Price)
If the Investor is an individual, check whether purchased as [ ] JOINT TENANTS,
as [ ] TENANTS IN COMMON, as [ ] COMMUNITY PROPERTY, or as an [ ] Individual.
Securities should be issued in the name(s) of:
---------------------------------- ----------------------------------
(Print or Type Owner's Name) (Print or Type Owner's Name)
---------------------------------- ----------------------------------
(Owner's Mailing Address) (Owner's Mailing Address)
---------------------------------- ----------------------------------
(City) (State) (City) (State)
(Zip) (Zip)
---------------------------------- ----------------------------------
(Telephone) (Telephone)
---------------------------------- ----------------------------------
(Signature of Investor) (Signature of Investor)
*
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If the Investor is a [ ] PARTNERSHIP, [ ] CORPORATION, [ ] LIMITED LIABILITY
COMPANY, or [ ] TRUST (check applicable):
---------------------------------- ----------------------------------
(Print Name of Entity as Owner) (Title)
---------------------------------- ----------------------------------
(Owner Mailing Address) (Print Name of Authorized Officer)
by:
---------------------------------- ----------------------------------
(City) (State) (SIGNATURE)
(Zip)
SUBSCRIPTION ACCEPTED AND AGREED TO
This ________ Day of __________________ 2004
M.E.R.CORPORATION
By:
-----------------------------------------------
Xxxxxx Xxxxxxx, its President
WIRING INSTRUCTIONS:
ABA #000000000
M&T Bank Buffalo NY
A/C 0000000
Account Name: M.E.R., Inc
Attn: Xxxx Xxxxxxx
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