Exhibit 10.2
SUBSCRIPTION AGREEMENT
IN
Credex Corporation
Xx. Xxxxxx Xxxxxxxx, CEO
Credex Corporation
000 Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
1. SUBSCRIPTION. The undersigned (often referred to individually as "Purchaser"
or "Shareholder") hereby makes application to become an investor in Credex
Corporation, a Florida Corporation ("Company"), and to purchase Shares. This
subscription may be rejected by the Company in its sole discretion.
2. ACCEPTANCE OF SUBSCRIPTION. It is understood and agreed that the Company
shall have the right, at any time prior to receipt of notice of cancellation
from the undersigned to accept or reject this Subscription Agreement, in whole
or in part, and that the same shall be deemed to be accepted by the Company only
when it is signed by the president.
3. REPRESENTATIONS BY THE UNDERSIGNED. The undersigned represents and warrants
as follows:
a. The undersigned is purchasing the Shares after being furnished a Private
Placement Memorandum.
b. The undersigned recognizes that the shares of Common Stock have not been
registered under the Securities Act of 1933, as amended ("Act"), nor
under the securities laws of any state and, therefore, cannot be resold
unless registered under the Act or unless an exemption from registration
is available; no public agency has passed upon the fairness of the terms
of the offering; the undersigned may not sell the shares without
registering them under the Act and any applicable state securities laws
unless exemptions from such registration requirements are available with
respect to any such sale;
c. The undersigned is acquiring the Shares for his own account for
long-term investment and not with a view toward resale,
fractionalization or division, or distribution thereof, and he does not
presently have any reason to anticipate any change in his circumstances,
financial or otherwise, or
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particular occasion or event which would necessitate or require his sale
or distribution of the shares. No one other than the undersigned has any
beneficial interest in said securities;
d. The undersigned understands and acknowledges that the undersigned
has no right to require registration of resale of the securities
purchased hereby under the Act or under any state securities laws.
e. I alone or with my purchaser representative have such knowledge and
experience in financial and business matters that I am capable of
evaluating the merits and risks of the prospective investment, or the
issuer reasonably believes immediately prior to making any sale that
such purchaser comes within this description or subparagraph f applies.
f. The undersigned is an Accredited Investor. An Accredited Investor shall
mean any person who comes within any of the following categories, or who
the Company reasonably believes comes within any of the following
categories, at the time of the sale of the securities to that person:
1. Any bank as defined in section 3(a)(2) of the Act or savings and
loan association or other institution as defined in
Section 3(a)(S)(A) of the Act whether acting in an individual or
fiduciary capacity; brokers and dealers registered under Section 15
of the Securities Exchange Act of 1934; an insurance company as
defined in section 2(13) of the act; an investment company
registered under the Investment Company Act of 1940 or a business
development company as defined in section 2(a)(48) of that act; a
Small Business Investment Company licensed by the U. S. Small
Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958; an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security
Act of 1974, if the investment decision is made by a plan fiduciary,
as defined in section 3(21) of such act, which is either a bank,
insurance company, or registered investment adviser, or if the
employee benefit plan has
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total assets in excess of $5,000,000;
2. Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
3. Any organization described in Section 50l(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets of more than $5,000,000;
4. Any director, executive officer, or general partner of the issuer of
the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
5. Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
6. Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching that same level in the
current year;
7. Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii) of Regulation D; and
8. Any entity in which all of the equity owners are Accredited
Investors.
g. The undersigned recognizes that the total amount of funds tendered to
purchase the Shares is placed at the risk of the undersigned and may be
completely lost. The undersigned understands that there can be no
assurance of profitable operations. The purchase of Shares as an
investment involves numerous risks;
h. The undersigned realizes that the Shares cannot readily be sold, that
it may not be possible to sell or dispose of the Shares and therefore
the Shares must not be purchased unless the undersigned has liquid
assets sufficient to assure that such purchase will cause no undue
financial
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difficulties and the undersigned can provide for current needs and
possible personal contingencies;
i. The undersigned confirms and represents that the undersigned is able
(i) to bear the economic risk of his investment, (ii) to hold the
securities for an indefinite period of time, and (iii) to afford a
complete loss of the undersigned's investment. The undersigned also
represents that the undersigned has (i) adequate means of providing for
the undersigned's current needs and possible personal contingencies, and
(ii) no need for liquidity in this particular investment;
j. The undersigned understands that there are substantial restrictions
on the transferability of the component parts of the Shares and that
any certificate or other document evidencing the component parts of
the Shares will have substantially the following restrictive legend
thereon:
"The securities represented by this certificate have been acquired
for investment and have not been registered under the Securities
Act of 1933, as amended ("Act") or the securities laws a/any state.
Such securities may not be sold, pledged, hypothecated or otherwise
transferred at any time except upon registration or upon delivery to
the Company of an opinion of counsel satisfactory to the Company
that such registration is not required or evidence satisfactory to
the Company that any such transfer will not violate the Act or the
securities laws a/any state."
k. If the undersigned is a resident of Pennsylvania, the undersigned agrees
not to sell the Shares for a period of 12 months from the date of
purchase. The undersigned further acknowledges that a legend will be
placed on any certificate evidencing such Shares restricting its
transferability for 12 months from the date of purchase, and that the
Company will provide its transfer agent with appropriate stop transfer
instructions.
l. All information which the undersigned has provided to the Company
concerning the undersigned's financial position and knowledge of
financial and business matters is correct and complete as of the date
set forth herein, and if there should be any
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material change in such information prior to acceptance of this
Subscription Agreement by the Company, the undersigned will immediately
provide the Company with such information;
m. The undersigned has carefully considered and has, to the extent the
undersigned believes such discussion necessary, discussed with the
undersigned's professional legal, tax and financial advisors and the
undersigned's purchaser representative(s), if any, the suitability of
an investment in the Company for the undersigned's particular tax and
financial situation and the undersigned and the undersigned's advisors
or the undersigned's purchaser representative(s), if any, have
determined that the investment is a suitable investment for the
undersigned,
n. The undersigned understands that the books and records of the Company
will be available upon reasonable notice for inspection during
reasonable business hours at the Company's place of business;
o. The undersigned has been presented with and has acted upon the
opportunity to ask questions and receive answers from the Company
relating to the terms and conditions of the offering in order to obtain
any additional information necessary to verify the accuracy of the
information made available to him;
p. The undersigned has not become aware of the offering of Shares by any
form of general solicitation or advertising, including, but not limited
to advertisements, articles, notices or other communications published
in any newspaper, magazine or other similar media or broadcast over
television or radio or any seminar or meeting where those individuals
that have attended have been invited by any such or similar means of
general solicitation or advertising; and
q. The undersigned is a bona fide resident of the state set forth as his
"residence address" in this Subscription Agreement, and that (1) if a
corporation, partnership, trust, or other form of business organization,
it has its principal office within such state; (ii) if an individual, he
has his principal residence in such state; and (iii) if a corporation,
partnership, trust, or other
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form of business organization which was organized for the specific
purpose of acquiring the Shares in the Company, all of its beneficial
owners are residents of such state.
4. INDEMNIFICATION. It is acknowledged that the meaning and legal consequences
of the representations and warranties contained in this Subscription Agreement
are understood and the undersigned hereby agrees to indemnify and hold harmless
the Company and each officer thereof from and against any and all loss, damage
and liability due to or arising out of a breach of any of the representations
and warranties made in this Subscription Agreement The representations and
warranties contained herein are intended to and shall survive delivery of the
Subscription Agreement.
5. PURCHASE OF SHARES. The undersigned hereby subscribes to purchase ___________
Units/Shares for a total investment of $_______________($5.00 per Unit/Share).
The purchase price is being paid herewith by delivery of a check payable to
"Credex Corporation".
This Subscription Agreement is executed on this the _____ day of _____________
2010, in the State of __________________.
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TYPE OF OWNERSHIP (CHECK ONE)
__ INDIVIDUAL OWNERSHIP (one signature required)
__ CORPORATION (Please include certified corporate resolution authorizing
signature.)
__ COMMUNITY PROPERTY (one signature if shares are held in one name, i.e.,
managing spouse; two signatures required if interest is held in both names)
__ PARTNERSHIP (Please include a copy of the statement of partnership or
partnership agreement authorizing signature.)
__ TRUST (Please include name of trust, name of trustee, date trust was formed
and copy of the trust agreement or other authorization.)
_________________________________
Please print the exact name (registration)
Investor desires on records of the Company.
___________________________________________________
Xxxxxx Xxxxxxx Xxxxx xx Xxx.
___________________________________________________
Xxxx, Xxxxx Xxx Code
( ) __________________________
Telephone
__________________________
Social Security or Taxpayer I.D. Number
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EXECUTION
Please execute this Subscription Agreement by completing the appropriate
section below.
A. If the subscriber is an INDIVIDUAL, complete the following:
__________________________ __________________________
Signature of Investor Name (please type or print)
__________________________
Signature of Spouse or Co-Owner if funds are
To be invested as joint tenants by the entirety
__________________________
Name (please type or print)
B. If the subscriber is a CORPORATION, complete the following:
The undersigned hereby represents, warrants and covenants that the undersigned
has been duly authorized by all requisite action on the part of the corporation
listed below("Corporation") to acquire the Shares, and further, that the
Corporation has all requisite authority to acquire such Shares.
The officer signed below represents and warrants that each of the above
representations or agreements or understandings set forth herein applies to that
Corporation and that he has authority under the article of incorporations,
bylaws, and resolutions of the board of directors of such Corporation or
execute this Subscription Agreement. Such officer encloses a true copy of the
articles of incorporation, the bylaws and, as necessary, the resolutions of the
board of directors authorizing a purchase of the investment herein, in each case
as amended to date.
_______________________________
Name of Corporation (please type or print)
By: _________________________
Name: ______________________
Title: ________________________
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C. If the subscriber is a PARTNERSHIP, complete the following:
The undersigned hereby represents, warrants and covenants that the undersigned
is a general partner of the partnership named below ("Partnership"), and has
been duly authorized by the Partnership to acquire the Shares and that he has
all requisite authority to acquire such Shares for the Partnership. The
undersigned represents and warrants that each of the above representations or
agreements or understandings set forth herein applies to that Partnership and
he is authorized by such Partnership to execute this Subscription Agreement.
Such partner encloses a true copy of the partnership agreement of said
Partnership, as amended to date, together with a current and complete list of
all partners thereof.
__________________________________
Name of Partnership (please type or print)
By: __________________________
Name: _______________________
Title: _______________________
D. If the subscriber is a TRUST, complete the following:
The undersigned hereby requests, warrants and covenants that he is duly
authorized by the terms of the trust instrument ("Trust Instrument") for the
("Trust") set forth below to acquire the Shares and the undersigned, as trustee,
has all requisite authority to acquire such Shares for the Trust.
The undersigned, as trustee, executing this Subscription Agreement on behalf of
the Trust, represents and warrants that each of the above representations or
agreements or understandings set forth herein applies to that Trust and he is
authorized by such Trust to execute this Subscription Agreement. Such trustee
encloses a true copy of the Trust Instrument of said Trust as amended to date.
__________________________
Name of Trust (Please type or print)
By: _______________________
Name: _______________________
Title: _______________________
ACCEPTED BY THE COMPANY this, the _____ day of ____________, 2010.
CREDEX Corporation
By: __________________________
Title: _______________
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