INVERSO CORP. SECURITIES PURCHASE AGREEMENT
XXXXXXX
CORP.
____________________________
__________________________
This
Securities Purchase Agreement (this “Agreement”) is made and entered into
effective as of the 2nd day of October, 2009 (the “Effective Date”) by and
between XXxxxxx Corp., a Delaware corporation (the “Company”), and Xxxxxx X.
Xxxxxxx, a(n) individual (the “Purchaser”). The Company and Purchaser
shall each be referred to as a “Party” and collectively as the
“Parties.”
1. PURCHASE OF
SHARES: On the
Closing Date (as hereinafter defined), subject to the terms and conditions set
forth in this Agreement, the Purchaser hereby agrees to purchase, and the
Company hereby agrees to sell, Two Million Five Hundred Thousand (2,500,000)
shares of common stock (the “Shares”) of the Company at a per-share purchase
price of Four Tenths of One Cent ($0.004) per share, for a total purchase price
of Ten Thousand Dollars ($10,000.00) (the “Purchase Price”).
2. CLOSING AND
DELIVERY:
a) Upon
the terms and subject to the conditions set forth herein, the consummation of
the purchase and sale of the Shares (the “Closing”) shall be held simultaneous
with the execution of this Agreement, or at such other time mutually agreed upon
between the constituent Parties (the “Closing Date”). The Closing
shall take place at the offices of counsel for the Company set forth in Section
6 hereof, or by the exchange of documents and instruments by mail, courier,
facsimile and wire transfer to the extent mutually acceptable to the Parties
hereto.
b) At
the Closing:
(i) The
Company shall deliver to the Purchaser evidence of ownership of the Shares, free
from restrictions on transfer except as set forth in this
Agreement.
(ii) The
Purchaser shall deliver to the Company the Purchase Price.
3. REPRESENTATIONS,
WARRANTIES AND AGREEMENTS BY PURCHASER: The Purchaser hereby
represents, warrants and agrees as follows:
a) Purchase for Own
Account. Purchaser represents that he is acquiring the Shares
solely for his own account and beneficial interest for investment and not for
sale or with a view to distribution of the Shares or any part thereof, has no
present intention of selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the same, and does not
presently have reason to anticipate a change in such intention.
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b) Ability to Bear Economic
Risk. Purchaser acknowledges that an investment in the Shares
involves a high degree of risk, and represents that he is able, without
materially impairing his financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of his
investment.
c) Access to
Information. The Purchaser acknowledges that the
Purchaser has been furnished with such financial and other information
concerning the Company, the directors and officers of the Company, and the business and
proposed business of the Company as the Purchaser considers necessary in
connection with the Purchaser’s investment in the Shares. Purchaser
has also had an opportunity to review the Company’s filings with the Securities
and Exchange Commission, and the Term Sheet attached hereto as Exhibit
B. As a result, the Purchaser is thoroughly
familiar with the proposed business, operations, properties and financial
condition of the Company and has discussed with officers of the Company any
questions the Purchaser may have had with respect thereto. The
Purchaser understands:
(i) The risks involved in this investment,
including the speculative nature of the investment;
(ii) The financial hazards involved in this
investment, including the risk of losing the Purchaser’s entire
investment;
(iii) The lack of liquidity and restrictions
on transfers of the Shares; and
(iv) The tax consequences of this
investment.
The Purchaser has consulted with the
Purchaser’s own legal, accounting, tax, investment and other advisers with
respect to the tax treatment of an investment by the Purchaser in the Shares and
the merits and risks of an investment in the Shares.
d) Shares Part of
Private
Placement. The Purchaser has been advised that the
Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”), or qualified under the securities law of any state, on the ground,
among others, that no distribution or public offering of the Shares is to be
effected and the Shares will be issued by the Company in connection with a
transaction that does not involve any public offering within the meaning of
section 4(2) of the Act and/or Regulation D as promulgated by the Securities and
Exchange Commission under the Act, and under any applicable state blue sky
authority. The Purchaser understands that the Company is relying in
part on the Purchaser’s representations as set forth herein for purposes of
claiming such exemptions and that the basis for such exemptions may not be
present if, notwithstanding the Purchaser’s representations, the Purchaser has
in mind merely acquiring the Shares for resale on the occurrence or
nonoccurrence of some predetermined event. The Purchaser has no such
intention.
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e) Purchaser Not
Affiliated with Company. The Purchaser, either alone or with the
Purchaser’s professional advisers (i) are unaffiliated with, have no equity
interest in, and are not compensated by, the Company or any affiliate or selling
agent of the Company, directly or indirectly (other than as set forth in the
Investor Questionnaire attached hereto as Exhibit
A); (ii) has such knowledge
and experience in financial and business matters that the Purchaser is capable
of evaluating the merits and risks of an investment in the Shares; and (iii) has
the capacity to protect the Purchaser’s own interests in connection with the
Purchaser’s proposed investment in the Shares.
f) Further Limitations on
Disposition. Purchaser further acknowledges that the Shares
are restricted securities under Rule 144 of the Act, and, therefore, if the
Company, in its sole discretion, chooses to issue any certificates reflecting
the ownership interest in the Shares, those certificates will contain a
restrictive legend substantially similar to the following:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
Without
in any way limiting the representations set forth above, Purchaser further
agrees not to make any disposition of all or any portion of the Shares unless
and until:
(i) There
is then in effect a Registration Statement under the Act covering such proposed
disposition and such disposition is made in accordance with such Registration
Statement; or
(ii) Purchaser
shall have obtained the consent of the Company and notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if
reasonably requested by the Company, Purchaser shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration under the Act or any applicable state
securities laws.
Notwithstanding
the provisions of subparagraphs (i) and (ii) above, no such registration
statement or opinion of counsel shall be necessary for a transfer by such
Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift,
will or intestate succession to any spouse or lineal descendants or ancestors,
if all transferees agree in writing to be subject to the terms hereof to the
same extent as if they were Purchasers hereunder as long as the consent of the
Company is obtained.
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Purchaser acknowledges that the Company
is a “shell” as defined under Rule 144, and therefore the Shares cannot be
resold under Rule 144 until the requirements of Rule 144(i)(2).
g) Accredited Investor Status (Please
check one). Purchaser
XX
is
_____ is
not
an
“accredited investor” as such term is defined in Rule 501 under the Act because Purchaser
either:
(i) has a net worth of at least $1,000,000 (including home and
personal property), or
(ii) had an individual income of more than
$200,000 in each of the two most recent calendar years, and reasonably expects
to have an individual income in excess of $200,000 in the current calendar year;
or along with Purchaser’s spouse had joint income in excess of $300,000 in each
of the two most recent calendar years, and reasonably expects to have a joint
income in excess of $300,000 in the current calendar year.
For purposes of this Agreement,
“individual income” means “adjusted gross income” as reported for Federal income
tax purposes, exclusive of any income attributable to a spouse or to property
owned by a spouse: (i) the amount of any interest income
received which is tax-exempt under Section 103 of the Internal Revenue Code
of 1986, as amended, (the “Code”), (ii) the amount of losses claimed as a
limited partner in a limited partnership (as reported on Schedule E of form
1040), (iii) any deduction claimed for depletion under Section 611 et
seq. of the Code and (iv) any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income pursuant to the
provisions of Sections 1202 of the Internal Revenue Code as it was in
effect prior to enactment of the Tax Reform Act of 1986.
For purposes of this Agreement, “joint
income” means, “adjusted gross income,” as reported for Federal income tax
purposes, including any income attributable to a spouse or to property owned by
a spouse, and increased by the following amounts: (i) the amount
of any interest income received which is tax-exempt under Section 103 of
the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of
losses claimed as a limited partner in a limited partnership (as reported on
Schedule E of Form 1040), (iii) any deduction claimed for
depletion under Section 611 et seq. of the Code and (iv) any
amount by which income from long-term capital gains has been reduced in arriving
at adjusted gross income pursuant to the provisions of Section 1202 of the
Internal Revenue Code as it was in effect prior to enactment of the Tax Reform
Act of 1986.
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For the purposes of this Agreement, “net
worth” means (except as otherwise specifically defined) the excess of total
assets at fair market value, including home and personal property, over total
liabilities, including
mortgages and income taxes on unrealized appreciation of
assets.
h) Purchaser
Qualifications.
(i) If the Purchaser is an individual, the
Purchaser is over 21 years of age; and if the Purchaser is an unincorporated association, all
of its members are of such age.
(ii) If the Purchaser is a corporation,
partnership, employee benefit plan or XXX, the Purchaser was
either:
(a) not formed for the purpose of investing
in the Shares, has or will have other substantial business or investments, and
is (please check one):
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_____
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an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act
of 1974, provided that the investment decision is made by a plan
fiduciary, as defined in section 3(21) of such Act, and the plan
fiduciary is a bank, savings and loan association, insurance company or
registered investment adviser; or
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_____
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an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act
of 1974 that has total assets in excess of $5,000,000; or
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_____
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each of its shareholders,
partners, or beneficiaries is an Accredited Investor; or
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_____
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the plan is a self directed
employee benefit plan and the investment decision is made solely by a
person that is an Accredited Investor; or
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_____
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a corporation, a partnership, or a
Massachusetts or similar business trust with
total assets in excess of
$5,000,000.
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(b) formed for the specific purpose of
investing in the Shares, and is an Accredited Investor because each of its
shareholders or beneficiaries is an Accredited Investor.
Page 5 of
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(iii) If the Purchaser is a Trust, the
Purchaser was either:
(a) not formed for the specific purpose of
investing in the Shares, and is an Accredited Investor because (please check
one):
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_____
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the trust has total assets in
excess of $5,000,000 and the investment decision has been made by a
“sophisticated person”; or
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_____
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the trustee making the investment
decision on its behalf is a bank (as defined in Section 3(a)(2) of
the Act), a saving and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary
capacity; or
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_____
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the undersigned trustee certifies
that the trust is an Accredited Investor because the grantor(s) of the
trust may revoke the trust at any time and regain title to the trust
assets and has (have) retained sole investment control over the assets of
the trust and the (each) grantor(s) is an Accredited Investor;
or
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_____
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the undersigned trustee certifies
that the trust is an Accredited Investor because all of the beneficial
owners of the trust are Accredited
Investors
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(b) formed for the specific purpose of
investing in the Shares, and the undersigned trustee certifies that the trust is
an Accredited Investor because the grantor(s) of the trust may revoke the trust
at any time and regain title to the trust assets and has (have) retained sole
investment control over the assets of the trust and the (each) grantor(s) is an
Accredited Investor.
i) Purchaser
Authorization. The Purchaser, if not an individual, is
empowered and duly authorized to enter into this Agreement under any governing
document, partnership agreement, trust instrument, pension plan, charter,
certificate of incorporation, bylaw provision or the like; this Agreement
constitutes a valid and binding agreement of the Purchaser enforceable against
the Purchaser in accordance with its terms; and the person signing this
Agreement on behalf of the Purchaser is empowered and duly authorized to do so
by the governing document or trust instrument, pension plan, charter,
certificate of incorporation, bylaw provision, board of directors or stockholder
resolution, or the like.
j) No Backup
Withholding. The
Social Security Number or taxpayer identification shown in this Agreement is
correct, and the Purchaser is not subject to backup withholding because
(i) the Purchaser has not been notified that he or she is subject to backup
withholding as a result of a failure to report all interest and dividends or
(ii) the Internal Revenue Service has notified the Purchaser that he or she is
no longer subject to backup withholding.
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k) Investor
Questionnaire. The Purchaser has accurately completed
the Investor Questionnaire attached hereto as Exhibit
A and incorporated by
reference herein.
4. REPRESENTATIONS,
WARRANTIES AND AGREEMENTS BY COMPANY: The Company hereby
represents, warrants and agrees as follows:
a) Authority of
Company. The Company has all requisite authority to execute
and deliver this Agreement and to carry out and perform its obligations under
the terms of this Agreement.
b) Authorization. All
actions on the part of the Company necessary for the authorization, execution,
delivery and performance of this Agreement by the Company and the performance of
the Company’s obligations hereunder has been taken or will be taken prior to the
issuance of the Shares. This Agreement, when executed and delivered
by the Company, shall constitute valid and binding obligations of the Company
enforceable in accordance with their terms, subject to laws of general
application relating to bankruptcy, insolvency, the relief of debtors and, with
respect to rights to indemnity, subject to federal and state securities
laws. The issuance of the Shares will be validly issued, fully paid
and nonassessable, will not violate any preemptive rights, rights of first
refusal, or any other rights granted by the Company, and will be issued in
compliance with all applicable federal and state securities laws, and will be
free of any liens or encumbrances, other than any liens or encumbrances created
by or imposed upon the Purchaser through no action of the Company; provided,
however, that the Shares may be subject to restrictions on transfer under state
and/or federal securities laws as set forth herein or as otherwise required by
such laws at the time the transfer is proposed.
c) Governmental
Consents. All consents, approvals, orders, or authorizations
of, or registrations, qualifications, designations, declarations, or filings
with, any governmental authority required on the part of the Company in
connection with the valid execution and delivery of this Agreement, the offer,
sale or issuance of the Shares, or the consummation of any other transaction
contemplated hereby shall have been obtained, except for notices required or
permitted to be filed with certain state and federal securities commissions,
which notices will be filed on a timely basis.
d) Use of
Proceeds. The Company intends to use the proceeds from this
offering for general working capital purposes at the discretion of the Company’s
management.
5. INDEMNIFICATION: The Purchaser hereby agrees
to indemnify and defend the Company and its officers and directors and hold them
harmless from and against any and all liability, damage, cost or expense
incurred on account of or arising out of:
Page 7 of
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(a) Any breach of or inaccuracy in the
Purchaser’s representations, warranties or agreements
herein;
(b) Any disposition of any Shares contrary
to any of the Purchaser’s representations, warranties or agreements
herein;
(c) Any action, suit or proceeding based on
(i) a claim that any of said representations, warranties or agreements were
inaccurate or misleading or otherwise cause for obtaining damages or redress
from the Company or any director or officer of the Company under the Act, or
(ii) any disposition of any Shares.
6. MISCELLANEOUS:
a) Binding
Agreement. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the Parties. Nothing in this Agreement, expressed or
implied, is intended to confer upon any third party any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
b) Governing Law;
Venue. This Agreement shall be governed by and construed under
the laws of the State of Pennsylvania as applied to agreements among
Pennsylvania residents, made and to be performed entirely within the State of
Pennsylvania. The Parties agree that any action brought to enforce
the terms of this Agreement will be brought in the appropriate federal or state
court having jurisdiction over Xxxxxx County, Pennsylvania, United States of
America.
c) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
d) 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.
e) Notices. All notices required
or permitted hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the Party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient, if
not, then on the next business day, or (c) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent as
follows:
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If
to the Company:
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XXxxxxx
Corp.
0000 Xxxxxxxxxxx Xxxxxx
Xxxx
Xxxxxxx Xxxxxx,
XX 00000
Attn: Xxxxxxx
X. Xxxxxxx
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Page 8 of
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with
a copy to:
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The
Lebrecht Group, APC
000
X. Xxxxx Xxxxxx Xxxxxxx
Xxxxx
000
Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx
X. Xxxxxxxx, Esq.
Facsimile
(000) 000-0000
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If
to Purchaser:
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Xxxxxx
X. Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxx
Xxxxxxx Xxxxxx,
XX 00000
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or
at such other address as the Company or Purchaser may designate by ten (10) days
advance written notice to the other Party hereto.
f) Modification;
Waiver. No modification or waiver of any provision of this
Agreement or consent to departure therefrom shall be effective unless in writing
and approved by the Company and the Purchaser.
g) Entire Agreement;
Successors. This Agreement and the Exhibits hereto constitute
the full and entire understanding and agreement between the Parties with regard
to the subjects hereof and no Party shall be liable or bound to the other Party
in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein. The representations,
warranties and agreements contained in this Agreement shall be binding on the
Purchaser’s successors, assigns, heirs and legal representatives and shall inure
to the benefit of the respective successors and assigns of the Company and its
directors and officers.
h) Expenses. Each
Party shall pay their own expenses in connection with this
Agreement. In addition, should either Party commence any action, suit
or proceeding to enforce this Agreement or any term or provision hereof, then in
addition to any other damages or awards that may be granted to the prevailing
Party, the prevailing Party shall be entitled to have and recover from the other
Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in
connection therewith.
i) Currency. All
currency is expressed in U.S. dollars.
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IN
WITNESS WHEREOF, the Parties have
executed this Securities Purchase Agreement as of the date first
written above.
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“Company”
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“Purchaser”
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XXxxxxx
Corp.,
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a
Delaware corporation
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/s/ Xxxxxxx X.
Xxxxxxx
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/s/ Xxxxxx X.
Xxxxxxx
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By: Xxxxxxx
X. Xxxxxxx
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By: Xxxxxx
X. Xxxxxxx
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Its: President
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Stock
to be issued in 500,000 certificates to each of:
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Xxxxxx
X. Xxxxxxx
Xxxxx
X. Xxxx
Xxxxxx
X. Xxxx
Xxxxxx
X. Xxxx
Xxxxx
X. Xxxx
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Xxxx 10
of 14
Exhibit
A
Investor
Questionnaire
(to be
completed by each Purchaser)
Name: ___________________________
Home
Phone: ___________________________
Work
Phone: ___________________________
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1.
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a. State
of Residence:
________________________________________________________
b. For how
long?____________________________________________________________
c. Do you maintain a residence in
any other state?
__________________________________
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2.
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In
which state(s) do you
b. Vote:
________________________________________________________________
c. Hold
current driver’s license:
______________________________________________
d. Maintain
a house or apartment:
____________________________________________
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4. Is
your net worth in excess of $1,000,000? (For purposes of this question, you may
include your spouse’s net worth and may include the fair market value of your
home, home furnishings and automobiles).
Yes
( ) No
( )
5. Was
your individual gross income during each of the past two years in excess of
$200,000?
Yes
( ) No
( )
6. If
your answer to question 5 was yes, do you reasonably anticipate that your gross
income for the current year will be in excess of $200,000?
Yes
( ) No ( )
Page 11
of 14
7. Was
your joint gross income with your spouse in excess of $300,000 in each of the
last two years?
Yes ( ) No ( )
8. If
your answer to question 7 was yes, do you reasonably anticipate that your joint
gross income with your spouse for the current year will be in excess of
$300,000?
Yes
( ) No
( )
9. Does
this investment exceed twenty percent (20%) of your net worth? (For
purposes of this question, you may include your spouse’s net worth and the fair
market value of your home, home furnishings and automobiles).
Yes ( ) No ( )
10. Does
this investment exceed ten percent (10%) of your net worth? (For
purposes of this question, you may include your spouse’s net worth and the fair
market value of your home, home furnishings and automobiles).
Yes ( ) No ( )
11. Your
estimated gross income for 2009 is:
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Less
than $75,000
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_____
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| $75,000 - $200,000 |
_____
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Over
$200,000
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_____
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12. Your
gross income for 2008 was:
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Less
than $75,000
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_____
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| $75,000 - $200,000 |
_____
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Over
$200,000
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_____
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13. Your
gross income for 2007 was:
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Less
than $75,000
|
_____
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| $75,000 - $200,000 |
_____
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Over
$200,000
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_____
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14. Current
estimated Net Worth (exclusive of home, automobiles):
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Less
than $75,000
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_____
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| $75,000 - $200,000 |
_____
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Over
$200,000
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_____
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Page 12
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15. Investment
Experience:
(A) Please
indicate the frequency of your investment in securities that are registered and
transferred on one or more of the major United States securities
exchanges: Often _____ Occasionally
_____ Seldom _____ Never _____.
(B) Please
indicate the frequency of your investment in securities which are purchased,
sold or transferred in private transactions: Often
_____ Occasionally _____ Seldom _____
Never
_____
(C) If
your answer to (A) or (B) above was Seldom or Never, please provide your
qualifications in evaluating the merits and risks of this
investment?
16. Describe
below any business or personal relationship you have with any affiliates of the
officers or directors of the Company or any of its affiliates, subsidiaries or
business entities in conjunction with this purchase of Shares in the Company,
including a statement of the name of the individual(s)and the length of time you
have know such individual(s).
17. Have
you participated in any prior investments or other business transactions with
the Company or its officers, directors, employees, agents or any of its
affiliates?
Yes
( ) No ( ) – If yes, please
describe:
18. Do
you currently have an equity interest in the Company?
Yes
( ) No ( ) – If yes, please
describe:
Page 13
of 14
Exhibit
B
TERM
SHEET
for
COMMON
STOCK OFFERING FOR XXXXXXX CORP.
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Company:
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XXxxxxx
Corp., a Delaware corporation
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Capital
Raise:
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Up
to $20,000
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Offering:
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Up
to 5,000,000 Shares
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Investor
Qualification:
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The
securities will be offered to accredited investors only pursuant to a
private placement under Rule 506 of Regulation D and Section 4(2) of the
Securities of 1933.
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Price:
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$0.004
per share; $2,000 (500,000 shares) minimum investment.
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Documentation:
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The
offering will be sold pursuant to a Securities Purchase Agreement that
will contain customary representations and covenants on behalf of the
Company and Purchaser.
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Expenses
and Compensation:
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The
Company shall pay all expenses of preparation of the
documentation.
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Capitalization:
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Before the
offering:
· There
are 47,864,883 shares of common stock outstanding.
· There
are no warrants and options outstanding to acquire common
stock.
After the
offering:
· There
will be 52,864,883 shares of common stock outstanding if the entire
offering is sold.
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Future
Capital Needs:
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The
Company has significant additional capital needs. The terms
upon which the Company will be able to raise additional capital are
unknown, and as a result investors will likely suffer significant future
dilution.
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Contact:
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Xxxxxxx
X. Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxx
Xxxxxxx Xxxxxx,
XX 00000
Telephone:
(000) 000-0000
Email:
xxxxxxxxxxxxxxx@xxx.xxx
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Page 14
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