EX-10.41 2 dex1041.htm FORM OF SUBSCRIPTION AGREEMENT UNIDYM, INC. SUBSCRIPTION AGREEMENT SERIES C-1 PREFERRED STOCK SUBSCRIPTION AGREEMENT
Exhibit 10.41
UNIDYM, INC.
SERIES C-1 PREFERRED STOCK
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date indicated on the signature pages hereto between Unidym, Inc., a Delaware corporation (the “Company”), and the undersigned investor party hereto (“Investor”).
RECITALS
1. Purchase and Sale of Shares.
1.2 Additional Closing(s).
(a) Conditions of Additional Closing(s). At any time and from time to time following the Closing, the Company may, at one or more additional closings (each an “Additional Closing”), without obtaining the signature, consent or permission of Investor, offer and sell to other investors (the “New Investors”), at a price of $1.80 per Share, up to that number of Shares that is equal to 1,111,112 Shares less the number of Shares previously issued and sold by the Company. New Investors may include persons or entities who are already owners of shares of the Company’s Series C-1 Preferred Stock or other capital stock.
(b) Amendments. The Company and the New Investors purchasing Shares at each Additional Closing will execute a Subscription Agreement in substantially the same form hereof, and the New Investors will, to the extent not already a party thereto, execute counterpart signature pages to: (i) the Amended and Restated Investors’ Rights Agreement in the form attached to this Agreement as Exhibit A, as amended (the “Investors’ Rights Agreement”), (ii) the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached to this Agreement as Exhibit B, as amended (the “ROFR Agreement”), and (iii) the Amended and Restated Voting Agreement in the form attached to this Agreement as Exhibit C, as amended (the “Voting Agreement”) (the Investors’ Rights Agreement, ROFR Agreement and Voting Agreement, as such agreements may be amended, collectively, the “Related Agreements”). Such New Investors will, upon delivery to the Company of such signature pages, become parties to, and bound by, the Related Agreements, each to the same extent as if they had been an Investor at the time of issuance of the first share of Series C-1 Preferred Stock.
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(c) Status of New Investors. Upon the completion of each Additional Closing as provided in this Section 1.2, each New Investor will be deemed to be an “Investor” for all purposes of the Related Agreements.
2.2 Capitalization and Voting Rights.
(i) Common Stock. Three Million Seven Hundred Fifty Five Thousand (3,755,000) shares of issued and outstanding Common Stock.
(ii) Five Million (5,000,000) shares of issued and outstanding Series A Preferred Stock, which shares of Series A Preferred Stock are convertible into 1.680096462 shares of Common Stock upon (x) an involuntary or voluntary liquidation, dissolution and winding up of the Company, (y) a Deemed Liquidation Event (as such term is defined in the Restated Certificate (as defined below)) or (z) a Qualified IPO (as such term is defined in the Restated Certificate).
(iii) Five Million Six Hundred Seventy Three Thousand Two Hundred and Fifty Two (5,673,252) shares of issued and outstanding Series B Preferred Stock, which shares of Series B Preferred Stock are convertible into 1.000042304 shares of Common Stock.
(iv) Eight Million One Hundred Twenty Five Thousand Eight Hundred Eighty-Nine (8,125,889) shares of issued and outstanding Series C Preferred Stock.
(v) No shares of issued and outstanding Series C-1 Preferred Stock.
Upon the Closing, the rights, preferences and privileges of each series of Preferred Stock will be as stated in the Restated Certificate and as provided by law.
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2.5 Valid Issuance of Preferred and Common Stock. The Shares that are being purchased by Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer, if any, (i) under this Agreement, the Investor’s Rights Agreement and the ROFR Agreement, (ii) under applicable state and federal securities laws and (iii) otherwise imposed as a result of actions taken by Investor. The Common Stock issuable upon conversion of the Shares purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Company’s Restated Certificate of Incorporation in the form attached hereto as Exhibit D-1 as amended by the Company’s Certificate of
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Amendment of Restated Certificate of Incorporation in the form attached hereto as Exhibit D-2 (the Restated Certificate of Incorporation, as amended, the “Restated Certificate”), will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer, if any (i) under this Agreement, the Investor’s Rights Agreement and the ROFR Agreement, (ii) under applicable state and federal securities laws and (iii) otherwise imposed as a result of actions taken by Investor.
(a) there are no agreements, understandings, instruments, contracts, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may involve
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(i) obligations (contingent or otherwise) of, or payments to the Company, in excess of $10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business, or (ii) provisions materially restricting the development, manufacture or distribution of the Company’s products or services, and
(b) The Company has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights.
For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments and contracts involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
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2.16 Environmental and Safety Laws.
(a) Except as set forth in Section 2.15(b), to its knowledge, the Company is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and, to its knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.
(b) The US Environmental Protection Agency (the “EPA”) has issued recent guidance regarding the classification of carbon nanotubes under the Toxic Substances Control Act. The EPA has stated that it now considers carbon nanotubes to be “new chemicals” rather than materials previously listed on the TSCA Inventory, such as synthetic graphite or other carbon compounds. The Company is in the process of reviewing its compliance with this guidance and has filed paperwork with the EPA. Accordingly, the Company withholds any representation or warranty regarding the matters disclosed in this Section 2.15(b), including its compliance with the new EPA guidance.
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Executive Officer of the Company is entitled to certain severance payments and acceleration of options if he is terminated or constructively terminated without cause. To its knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment.
2.23 Tax Returns and Payments. There are no federal, state, county, local or foreign taxes dues and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
a. | any material change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; |
b. | any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted); |
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c. | any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject; |
d. | any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company; |
e. | any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; |
f. | to the Company’s knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); or |
g. | any agreement or commitment by the Company to do any of the things described in this Section 2.25. |
3. Representations and Warranties of Investor. Investor hereby, severally and not jointly, represents, warrants and covenants to the Company that:
3.1 Authorization. Investor has full power and authority to enter into this Agreement and the Related Agreements to which it is a party, and each such agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Related Agreements may be limited by applicable federal or state securities laws.
3.2 Purchase Entirely for Own Account. This Agreement is made with Investor in reliance upon Investor’s representation to the Company, which by Investor’s execution of this Agreement, Investor hereby confirms that the Shares will be acquired for investment for Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, Investor further represents that Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.
3.3 Disclosure of Information. Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of Investor to rely thereon.
3.4 Investment Experience. Investor is an investor in securities of companies in the development stage and acknowledges that he/she/it is able to bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. If other than an individual, Investor also represents it has not been organized for the purpose of acquiring the Shares.
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3.5 Accredited Investor. Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D and has reviewed Schedule 3.5 before making this representation to the Company. All of the information in the Investor Questionnaire delivered by Investor to the Company in connection with Investor’s purchase of the Shares remains complete, true and correct as of the Closing or the Additional Closing, as applicable.
3.6 Restricted Securities. Investor understands that the Shares it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations, such Shares may be resold without registration under the Act only in certain limited circumstances. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Act, the Shares (and any Common Stock issued on conversion of the Shares) must be held indefinitely.
3.7 No Brokers. Investor has not taken any action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.
3.8 Legends. It is understood that the certificates evidencing the Shares may bear one or all of the following legends:
(a) “These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act.”
(b) Legends required to indicate that the Shares are subject to the terms of the Investors Rights Agreement and ROFR Agreement.
(c) Any legend required by applicable laws.
4. Optional Conversion of the Shares.
4.1 Optional Conversion. Each Investor shall have the right, by giving notice thereof to the Company pursuant to this Section 4, to convert all (but not less than all) of the outstanding Shares held by the Investor (and purchased under this Agreement) into shares of the Company’s Qualified Stock (as defined below), pursuant to the provisions of this Section 4 concurrently with the closing of a Qualified Transaction (as defined below)(or the first closing in a series of closings).
4.2 Qualified Transaction. A “Qualified Transaction” shall mean the Company’s receipt of at least $7,000,000 in proceeds from: (i) a sale by the Company, in one or more related transactions, of a new series of preferred stock (the “Qualified Stock”) in a financing event (the “Qualified Financing”); or (ii) a combination of (a) a sale of Qualified Stock as described in Section 4.2(i), and (b) the sale by the Company of some or all of its assets and/or business operations in materials for anti-static polymers.
4.3 Notice. The Company shall provide the Investor with a notice no later than 15 business days prior to the closing of the Qualified Transaction indicating the proposed closing date, together with the terms and conditions of the Qualified Transactions, the rights, preferences and privileges of the Qualified Stock and
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the conversion calculation determined in accordance with Section 4.4 below. Each Investor shall have the right to exercise its rights to convert its Shares into the Qualified Stock under Section 4.1 by giving notice thereof to the Company no later than 5 business days prior to the proposed closing date.
4.4 Conversion Calculation. In connection with a Qualified Transaction, the Shares shall be converted into Qualified Stock in accordance with the following formula:
A = B * [(C ÷ D) * E]
A = the number of shares of Qualified Stock issuable to Investor in connection with the Qualified Transaction;
B = the number of Shares purchased by Investor pursuant to this Agreement;
C = $1.80;
D = the price per share at which the Qualified Stock is sold to investors in the Qualified Financing; and
E = a variable number between 1.00 and 1.10, which will adjust depending on the month that the closing of the Qualified Financing occurs (or the month that the first closing in a series of related closings occurs). If the closing of the Qualified Financing occurs in November 2008, this number shall be 1.00; if the closing of the Qualified Financing occurs in December 2008, this number shall be 1.02; if the closing of the Qualified Financing occurs in January 2009, this number shall be 1.04; if the closing of the Qualified Financing occurs in February 2009, this number shall be 1.06; if the closing of the Qualified Financing occurs in March 2009, this number shall be 1.08; if the closing of the Qualified Financing occurs in April 2009, or at any time after April 2009, this number shall be 1.10. In no event shall this number exceed 1.10.
For the avoidance of doubt, the calculation in this Section 4.3 shall be performed in the following order: (i) divide C by D, (ii) multiply the amount in (i) by E, and (iii) multiply the amount in (ii) by B.
4.5 Deliverables. Upon any conversion of Shares under this Section 4, the Investor will execute and deliver to the Company, at the closing of such Qualified Financing, such stock purchase agreement, investors’ rights agreement, co-sale agreement, voting and/or other agreements as are entered into by the investors in the Qualified Financing generally. The Company shall not be obligated to issue certificates evidencing the shares of Qualified Stock issuable upon conversion unless the certificates evidencing the Shares are either delivered to the Company or its transfer agent, or the Investor notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such conversion of the Shares, the Investor shall surrender the certificates representing such Shares at the office of the Company or any transfer agent for the Company’s capital stock. Thereupon, there shall be issued and delivered to the Investor promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Qualified Stock into which the Shares surrendered were convertible on the date on which such automatic conversion occurred.
5. Optional Put Rights. The Investor shall have optional put rights as set forth in this Section 5.
5.1 Failure to Enter into Joint Development Agreement (Put A Right).
(a) | Notice. In the event that the Company and the Investor do not enter into a joint development agreement by June 30, 2009, the Investor shall have until 5:00 p.m. (California Time) on July 31, 2009 (such time, the “Put A Deadline”), to deliver a |
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written notice to the Company (the “Put A Notice”), requesting that the Company repurchase all (but no less than all) of the Shares purchased under this Agreement or issued under Section 4 hereof, as applicable. The Investor shall have no rights under this Section 5.1 in the event that (i) the Company and the Investor enter into a joint development agreement by June 30, 2009, or (ii) the Investor fails to deliver a Put A Notice to the Company by the Put A Deadline. |
(b) | Put A Right. Upon timely receipt of a Put A Notice in accordance with Section 5.1(a), the Company shall purchase, within 270 days of receipt of the Put A Notice: |
(i) | 100% of the outstanding Shares held by the Investor that were purchased pursuant to this Agreement, at a purchase price of (a) $1.80 multiplied by (b) the number of Shares being repurchased, or |
(ii) | 100% of the Qualified Stock held by the Investor and acquired in accordance with the provisions of Section 4, at a purchase price of (a) the price per share at which the Qualified Stock is sold to investors in the Qualified Financing, multiplied by (b) the number of shares of Qualified Stock being repurchased. |
(c) | Additional Terms. Notwithstanding anything to the contrary, in no event shall the aggregate purchase price paid under Section 5.1 exceed $2,000,000. Following the purchase of shares under Section 5.1, this Agreement shall terminate, and the Company shall have no further obligations to Investor under this Agreement. |
5.2 Failure to Achieve Cash Flow Requirement (Put B Right).
(a) | Notice. In the event that the Company has failed to achieve the Cash Flow Requirement (as defined below) by June 30, 2009, the Investor shall have until 5:00 p.m. (California Time) on July 31, 2009 (such time, the “Put B Deadline”), to deliver a written notice to the Company (the “Put B Notice”), requesting that the Company repurchase all (but no less than all) of the Shares purchased under this Agreement. The Investor shall have no rights under this Section 5.2 in the event that (i) the Company has achieved the Cash Flow Requirement by June 30, 2009, or (ii) the Investor fails to deliver a Put B Notice to the Company by the Put B Deadline. “Cash Flow Requirement” shall mean the receipt by the Company of cash proceeds of at least $7,000,000 during the period from the date of this Agreement through June 30, 2009 from any combination of (i) the sale by the Company of any equity securities of the Company (other than the sale of the Shares); (ii) the sale or license by the Company of some or all of its assets and/or business operations in materials for anti-static polymers and other applications such as carbon fibers; (iii) the sale by the Company of its shares in Nanoconduction, Ensysce Biosciences, or Nexeon MedSystems; or (iv) net cash flow from the Company’s operations during such period (it being understood that if such net cash flow is negative, then the amount for purposes of this clause (iv) shall be zero). |
(b) | Put B Right. Upon timely receipt of a Put B Notice in accordance with Section 5.2(a), the Company shall purchase, within 10 days of receipt of the Put B Notice, 100% of the outstanding Shares held by the Investor that were purchased pursuant to this Agreement, at a purchase price of (a) $2.16 multiplied by (b) the number of Shares being repurchased. |
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(c) | Additional Terms. Notwithstanding anything to the contrary, in no event shall the aggregate purchase price paid under Section 5.2 exceed $2,400,000. Following the purchase of shares under Section 5.2, this Agreement shall terminate, and the Company shall have no further obligations to Investor under this Agreement. |
6. Conditions to Investor’s Obligations at Closing. The following conditions must be satisfied by the Company, unless waived by Investor, in Investor’s sole and absolute discretion.
6.1 Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
6.2 Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.
6.3 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be duly obtained and effective, other than such authorizations, approvals or permits or other filings which may be timely made after such issuance and sale of the Shares.
6.4 Amendment to Restated Certificate. The Company shall have filed the Certificate of Amendment of Restated Certificate of Incorporation in the form attached hereto as Exhibit D-2 with the Delaware Secretary of State.
6.5 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Investor, and Investor shall have received all such counterpart original and certified or other copies of such documents as may be reasonably requested.
6.6 Amendment to Investors’ Rights Agreement. The Company and certain of the Company’s existing shareholders shall have executed and delivered the Amendment No. 1 to the Amended and Restated Investors’ Rights Agreement in the form attached to this Agreement as Exhibit A-2.
6.7 Amendment to ROFR Agreement. The Company and certain of the Company’s existing shareholders shall have executed and delivered the Amendment No. 1 to the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached to this Agreement as Exhibit B-2.
6.8 Amendment to Voting Agreement. The Company and certain of the Company’s existing shareholders shall have executed and delivered the Amendment No. 1 to the Amended and Restated Investors’ Rights Agreement in the form attached to this Agreement as Exhibit C-2.
6.9 Security Agreement. The Company shall have executed and delivered the Security Agreement in the form attached to this Agreement as Exhibit E, and all UCC-1 financing statements and other documents which the Investor may reasonably request to perfect its security interest in the collateral described therein.
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6.10 General. The holders of Common Stock and/or Preferred Stock shall have amended any other agreement or arrangement, or given any further consent required to allow the Company to execute and perform this Agreement and the Related Agreements.
7. Conditions to the Company’s Obligations at Closing. The following conditions must be satisfied by Investor, unless waived in writing by the Company, in the Company’s sole and absolute discretion.
7.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 3 shall be true on and as of the Closing or the Additional Closing (as applicable) with the same effect as though such representations and warranties had been made on and as of the date of such closing.
7.2 Payment of the Purchase Price. Investor shall have delivered to the Company the purchase price for the Shares.
7.3 Amendment to Restated Certificate. The Company shall have filed the Certificate of Amendment of Restated Certificate of Incorporation in the form attached hereto as Exhibit D-2 with the Delaware Secretary of State.
7.4 Securities Exemptions. The offer and sale of the Shares to Investor pursuant to this Agreement shall be exempt from the registration requirements of the Act, the qualification requirements of the California General Corporation Law and the registration and/or qualification requirements of all other applicable state securities laws.
7.5 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing or the Additional Closing (as applicable) and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company, and the Company shall have received all such counterpart original and certified or other copies of such documents as may be reasonably requested.
7.6 Investors’ Rights Agreement. The Investor shall have executed and delivered a counterpart signature page to the Investors’ Rights Agreement, and certain of the Company’s existing shareholders and Investor shall have executed and delivered the Amendment No. 1 to the Amended and Restated Investors’ Rights Agreement in the form attached to this Agreement as Exhibit A-2.
7.7 ROFR Agreement. The Investor shall have executed and delivered a counterpart signature page to the ROFR Agreement, and certain of the Company’s existing shareholders and Investor shall have executed and delivered the Amendment No. 1 to the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached to this Agreement as Exhibit B-2.
7.8 Voting Agreement. The Investor shall have executed and delivered a counterpart signature page to the Voting Agreement, and certain of the Company’s existing shareholders and Investor shall have executed and delivered the Amendment No. 1 to the Amended and Restated Investors’ Rights Agreement in the form attached to this Agreement as Exhibit C-2.
7.9 General. The Investor shall have amended any other agreement or arrangement, or given any further consent required to allow the Company to execute and perform this Agreement and the Related Agreements.
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8.3 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California, except with respect to conflict of laws.
8.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
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[SIGNATURE PAGE FOLLOWS]
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[Company Signature Page to Subscription Agreement]
Dated: | NOVEMBER 13, 2008 | COMPANY: | ||||||||||
UNIDYM, INC. a Delaware corporation | ||||||||||||
By: | /S/ XXXXXX X. XXXXX | |||||||||||
Xxxxxx X. Xxxxx CEO & President | ||||||||||||
Address: | 0000 Xxxxxx Xxxxx Xxxxx Xxxx, XX 00000 |
[Investor Signature Page to Subscription Agreement]
I HEREBY REPRESENT THAT I HAVE READ AND UNDERSTOOD THE SUBSCRIPTION AGREEMENT.
Dated: November 13, 2008
Subscription: I hereby subscribe for the following number of Shares at the Purchase Price indicated:
Total Number of Shares: 1,111,112
Total Purchase Price ($1.80 Per Share): $2,000,000
Tokyo Electron Ventures | ||||
Please print the exact name(s) in which the Shares will be issued | ||||
Print Name of Signer: | X. Xxxxxxxxx | |||
Signature: | /s/ Xxxx Xxxxxxxxx | |||
Title of Signer (if purchaser is an entity): | President |