EXHIBIT 10.4
SUBSCRIPTION AGREEMENT
ONE VOICE TECHNOLOGIES, INC.
DATED AS OF JUNE 27, 2006
SUBSCRIPTION AGREEMENT FOR THE PURCHASE
OF SHARES OF COMMON STOCK
One Voice Technologies, Inc. (the "Company") is offering up to an
aggregate of 4,000,000 of its shares of common stock, par value $.001 per share
(the "Common Stock"), at a per share purchase price of $0.013.
The undersigned hereby subscribes for an aggregate of 4,000,000 shares
of Common Stock.
The undersigned agrees to pay the aggregate subscription price set
forth on page 6 or 7, as applicable, for the shares of Common Stock being
purchased hereunder. The entire purchase price is due and payable upon the
submission of this Subscription Agreement, and shall be payable by check or Wire
to the order of One Voice Technologies, Inc. This completed Subscription
Agreement and payment should be sent to:
Xxxx Xxxxx
One Voice Technologies, Inc.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, XX 00000
The Company shall have the right to reject this subscription in whole
or in part.
The undersigned acknowledges that the shares of Common Stock being
purchased hereunder will not be registered under the Securities Act of 1933 (the
"Act"), or the securities laws of any state, that absent an exemption from
registration contained in those laws, the Common Stock requires registration,
and that the Company's reliance upon such exemption is based upon the
undersigned's representations, warranties, and agreements contained in this
Subscription Agreement.
1. The undersigned represents, warrants, and agrees as follows:
a. The undersigned agrees that this Subscription Agreement is and
shall be irrevocable.
b. The undersigned has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of
this offering and to obtain such additional information, to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of same as the undersigned
reasonably desires in order to evaluate the investment. The undersigned has had
the opportunity to discuss any questions regarding an investment in the Company
with his counsel or other advisor. Notwithstanding the foregoing, the only
information upon which the undersigned has relied is that set forth in this
Subscription Agreement. The undersigned has received no representations or
warranties from the Company, its employees, agents or attorneys in making this
investment decision. The undersigned does not desire to receive any further
information.
c. The undersigned is aware that the purchase of the Common Stock
is a speculative investment involving a high degree of risk, that there is no
guarantee that the undersigned will realize any gain from this investment, and
that the undersigned could lose the total amount of this investment.
d. The undersigned understands that no federal or state agency has
made any finding or determination regarding the fairness of this private
placement offering of the Common for investment, or any recommendation or
endorsement of this private placement of the Common Stock.
e. The undersigned is purchasing the Common Stock for the
undersigned's own account, with the intention of holding the Common Stock with
no present intention of dividing or allowing others to participate in this
investment or of reselling or otherwise participating, directly or indirectly,
in a distribution of the Common Stock, and shall not make any sale, transfer, or
pledge thereof without registration under the Act and any applicable securities
laws of any state or unless an exemption from registration is available under
those laws.
f. The undersigned represents that if an individual, he has
adequate means of providing for his or her current needs and personal and family
contingencies and has no need for liquidity in this investment in the Common
Stock. The undersigned has no reason to anticipate any material change in his or
her personal financial condition for the foreseeable future.
g. The undersigned is financially able to bear the economic risk of
this investment, including the ability to hold the Common Stock indefinitely, or
to afford a complete loss of his investment in the Common Stock.
h. The undersigned represents that the undersigned's overall
commitment to investments which are not readily marketable is not
disproportionate to the undersigned's net worth, and the undersigned's
investment in the Common will not cause such overall commitment to become
excessive. The undersigned understands that the statutory basis on which the
Common Stock is being sold to the undersigned and others would not be available
if the undersigned's present intention were to hold the Common Stock for a fixed
period or until the occurrence of a certain event. The undersigned realizes that
in the view of the Securities and Exchange Commission (the "Commission"), a
purchase now with a present intent to resell by reason of a foreseeable specific
contingency or any anticipated change in the market value, or in the condition
of the Company, or that of the industry in which the business of the Company is
engaged or in connection with a contemplated liquidation, or settlement of any
loan obtained by the undersigned for the acquisition of the Common Stock and for
which such Common Stock may be pledged as security or as donations to religious
or charitable institutions for the purpose of securing a deduction on an income
tax return, would, in fact, represent a purchase with an intent inconsistent
with the undersigned's representations to the Company, and the Commission would
then regard such sale as a sale for which the exemption from registration is not
available. The undersigned will not pledge, transfer or assign this Subscription
Agreement.
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i. The undersigned represents that the funds provided for this
investment are either separate property of the undersigned, community property
over which the undersigned has the right of control, or are otherwise funds as
to which the undersigned has the sole right of management. The undersigned is
purchasing the Common Stock with the funds of the undersigned and not with the
funds of any other person, firm, or entity and is acquiring the Common Stock for
the undersigned's account. No person other than the undersigned has any
beneficial interest in the Common Stock being purchased hereunder.
j. FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY:
If the undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose
of acquiring the Common Stock, and (iii) the undersigned has the full power of
such entity to make the representations and warranties made herein on its
behalf, and (iv) this investment in the Company has been affirmatively
authorized, if required, by the governing board of such entity and is not
prohibited by the governing documents of the entity.
k. The address shown under the undersigned's signature at the end
of this Subscription Agreement is the undersigned's principal residence if he or
she is an individual, or its principal business address if it is a corporation
or other entity.
l. The undersigned has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Common Stock.
m. The undersigned acknowledges that the certificates for the
securities comprising the Common Stock which the undersigned will receive will
contain a legend substantially as follows:
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
The undersigned further acknowledges that a stop transfer order
will be placed upon the certificates for the securities in accordance with the
Act. The undersigned further acknowledges that the Company is under no
obligation to aid the undersigned in obtaining any exemption from registration
requirements.
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3. The undersigned expressly acknowledges and agrees that the
Company is relying upon the undersigned's representations contained in the
Subscription Documents.
4. The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
State of Nevada. The Company represents that it has all requisite power and
authority, and all necessary authorizations, approvals and orders required as of
the date hereof to own its properties and conduct its business and to enter into
this Subscription Agreement and to be bound by the provisions and conditions
hereof.
5. Except as otherwise specifically provided for hereunder, no
party shall be deemed to have waived any of his or its rights hereunder or under
any other agreement, instrument or papers signed by any of them with respect to
the subject matter hereof unless such waiver is in writing and signed by the
party waiving said right. Except as otherwise specifically provided for
hereunder, no delay or omission by any party in exercising any right with
respect to the subject matter hereof shall operate as a waiver of such right or
of any such other right. A waiver on any one occasion with respect to the
subject matter hereof shall not be construed as a bar to, or waiver of, any
right or remedy on any future occasion. All rights and remedies with respect to
the subject matter hereof, whether evidenced hereby or by any other agreement,
instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.
6. The parties have not made any representations or warranties with
respect to the subject matter hereof not set forth herein, and this Subscription
Agreement, constitutes the entire agreement between them with respect to the
subject matter hereof. All understandings and agreements heretofore had between
the parties with respect to the subject matter hereof are merged in this
Subscription Agreement and any such instruments and documents, which alone fully
and completely expresses their agreement.
7. This Subscription Agreement may not be changed, modified,
extended, terminated or discharged orally, but only by an agreement in writing,
which is signed by all of the parties to this Subscription Agreement.
8. The parties agree to execute any and all such other further
instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.
9. This Subscription Agreement shall be governed by and construed
in accordance with the laws of the State of New York and the undersigned hereby
consents to the jurisdiction of the courts of the State of New York and the
United States District Courts situated therein.
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ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
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1. __ Individual
2. __ Joint Tenants with Right of Survivorship
3. __ Husband and Wife (Tenants by the Entirety)
4. __ Community Property
5. __ Tenants in Common
6. __ Corporation/Partnership
7. __ XXX
8. __ Trust Date Opened____________
9. __ As a Custodian for
Under the Uniform Gift
to Minors Act of the State
10. __ Married with Separate Property
11. __ Xxxxx
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EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON
___________ Shares of Common Stock x $.01300 =$___________________
________________________________________________________________________________
Exact Name in Which Title is to be Held
________________________________________________________________________________
(Signature)
________________________________________________________________________________
Name (Please Print)
________________________________________________________________________________
Residence: Number and Street
________________________________________________________________________________
City State Country Zip Code
________________________________________________________________________________
Accepted this 27th day of June, 2006, on behalf of One Voice Technologies, Inc.
By: /s/ Xxxx Xxxxx
----------------------------------
Xxxx Xxxxx, President and CEO
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Xxxxx Xxxxxxxx, CFO
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EXECUTION BY SUBSCRIBER WHO IS A CORPORATION,
PARTNER, TRUST, ETC.
___________ Shares of Common Stock x $.013 =$___________________
________________________________________________________________________________
Exact Name in Which Title is to be Held
________________________________________________________________________________
(Signature)
________________________________________________________________________________
Name (Please Print)
________________________________________________________________________________
Residence: Number and Street
________________________________________________________________________________
City State Country Zip Code
________________________________________________________________________________
Tax Identification Number
Accepted this 27th day of June, 2006, on behalf of One Voice Technologies, Inc.
By: /s/ Xxxx Xxxxx
----------------------------------
Xxxx Xxxxx, President and CEO
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Xxxxx Xxxxxxxx, CFO
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